Notice of GM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Benchmark Holdings plc

Notice of General Meeting to approve the Disposal

Benchmark Holdings plc ("Benchmark" or the "Company"), a market leading aquaculture genetics, specialist nutrition, and health business, announces, that further to the announcement made on 25 November 2024, a circular ("Circular") containing the notice of a general meeting ("General Meeting") and related form of proxy have been posted to shareholders today.

In view of the size of the Genetics Business, relative to the Company, the Disposal will result in a fundamental change of business of the Company for the purpose of Rule 15 of the AIM Rules and it is therefore conditional upon the approval of Shareholders, amongst other matters.

Accordingly, the approval will be sought at the General Meeting of the Company to be held on 16 December 2024 at 11 a.m. (UK time) at the offices of DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HTU.  

A copy of the Circular containing the notice of the General Meeting and an accompanying form of proxy have also been sent to those beneficial holders whose ordinary shares are registered in the name of Euroclear Nominees as custodian for DNB Bank ASA ("DNB") and are held by DNB as nominee in The Norwegian Central Securities Depository (Euronext Securities Oslo) ("ESO shareholders"). Details of how ESO shareholders can ensure their vote is cast at the General Meeting are set out in the Circular and the accompanying form of proxy for ESO shareholders.

The Circular containing the notice of the General Meeting has also been made available on the Company's website at https://www.benchmarkplc.com/investors/documents-circulars/.

Certain shareholders have irrevocably undertaken to vote or procure to vote in favour of the resolution to be proposed at the General Meeting in respect of 526,403,136 ordinary shares in the Company, in aggregate representing approximately 71.16 per cent. of the issued ordinary share capital of the Company as at 25 November 2024 (being the latest practicable date prior to the date of this announcement).

In light of the level of irrevocable undertakings received, it is expected that the resolution will be passed at the General Meeting and that this condition therefore will be satisfied.  Shareholders are reminded that the Disposal is also conditional upon receipt of merger control and foreign investment clearances with Completion expected during the first quarter of 2025. 

Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the announcement issued by the Company on 25 November 2024 in relation to the Disposal of the Genetics Business.

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ABOUT BENCHMARK

Benchmark is a market leading aquaculture biotechnology company. Benchmark's mission is to drive sustainability in aquaculture by delivering products and solutions in genetics, advanced nutrition and health which improve yield, growth and animal health and welfare.

Through a global footprint in 26 countries and a broad portfolio of products and solutions, Benchmark addresses many of the major aquaculture species - salmon, shrimp, sea bass and sea bream, and tilapia, in all the major aquaculture regions around the world.  Find out more at www.benchmarkplc.com

OTHER NOTICES

This announcement is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.  The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the UK, is acting exclusively as financial adviser to Benchmark and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Benchmark for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein.  Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise.  Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Benchmark or the matters described in this document.  To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

Coöperatieve Rabobank U.A., acting through its Corporate Finance Advisory M&A department, is supervised by the European Central Bank (ECB) and is acting as exclusive financial adviser to Benchmark and to no other party in relation to the matters described in this announcement. Coöperatieve Rabobank U.A. is not responsible or liable to any other person in relation to the matters described in this announcement and third parties shall have no (direct or indirect) rights against Coöperatieve Rabobank U.A.

Numis Securities Limited (trading as "Deutsche Numis") is authorised and regulated by the FCA in the UK and is acting as nominated adviser to the Company and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Numis nor for providing advice in connection with the matters referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with the matters set out in this announcement.