Oslo Business Memo



[press release] Benchmark plans joint venture with Salten Stamfisk to build new salmon egg facility in Norway: Financed by placement of new shares in the market.

Benchmark, the international biotechnology and food chain sustainability business, is pleased to announce a placing of 47,279,127 new ordinary shares (the "Placing Shares") at a price of 65 pence per share (the "Placing Price") to raise approximately £30.7m before expenses (the "Placing").


The Placing Shares represent approximately 10% of the issued share capital of the Company prior to the Placing. The Placing Price represents an approximately 11.1% premium to the closing middle market price of 58.5 pence per ordinary share on 4 August 2016, being the last trading day immediately preceding the date of this Announcement.


Use of proceeds


The Placing proceeds are intended to be used by the Company to invest in the following strategic joint ventures and capital projects:


·     A joint venture with Salten Stamfisk AS to build a new combined land and sea based production unit in Norway that will produce a year-round supply of salmon eggs (ova) from biosecure facilities.  This is expected to open up new market opportunities for biosecure ova and meet demand growth which has been driven by the success of Benchmark's genetics and overall industry production growth. The new plant is expected to have a yearly production capacity of 150m ova, representing an increase of approximately 37.5% on Benchmark's current capacity.  The total capital expenditure budget is £32.3m and the JV is finalising bank debt to fund 60% of this.  Benchmark is intending to invest up to £15.5m in the JV in return for a majority shareholding of up to 89%.  Requests for tender have been issued to contractors and construction is expected to commence in Autumn 2016.


·     A joint venture with a major salmon producer to provide outsourced breeding and genetics services.  Benchmark is intending to invest up to £2.2m in the JV and associated costs in return for 50% of the equity.  A letter of intent has been signed and contracts are in discussion with the intention to commence activities before 31 December 2016.


·     The acquisition of specialist breeding and genetics assets and intellectual property in the shrimp sector, that will provide a market entry in a new aquaculture species for Benchmark.  The target business has an established genetics programme and broodstock, together with a highly regarded genetics team based in Latin America.  Its specified pathogen resistant (SPR) products are designed to alleviate industry losses due to disease.  Benchmark anticipates significant sales synergies being available through the potential to use Benchmark's routes to market.  Projected investment is £3.5m, including consideration for the IP and capex to improve and expand breeding capacity, plus deferred share consideration of up to £0.5m.  A sale and purchase agreement is under negotiation and, if final terms are agreed, completion is expected before 31 August 2016.


·     Investment of £3.5m in new technology that is expected to enhance the existing pipeline of new animal health products and would be expensed in the year ending 30 September 2017.


The balance of proceeds is intended to be used to fund the working capital requirements of the Group; to fund further capital expenditure projects; to fund selective value enhancing bolt-on acquisitions; and for other general corporate purposes, including the temporary reduction of debt.


Although the Placing and associated capital investment will be initially dilutive of earnings per share,  the Company sees very attractive returns  on its investment plans in the medium and longer term. 


Malcolm Pye, Chief Executive Officer of Benchmark, commented:


"The funds raised will allow us to continue to execute our strategy of making value-enhancing selective acquisitions, and allow Benchmark to invest in some important strategic joint ventures to deliver significant synergies and sales growth." 


Details of the Placing


The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.1 pence each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such ordinary shares after the date of issue.


Application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 9 August 2016 and that dealings in the Placing Shares will commence at that time. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the Placing Agreement not being terminated in accordance with its terms.


The Company's total issued share capital following completion of the Placing will consist of 521,348,079 ordinary shares of 0.1 pence each with one voting right per share. The above figure of 521,348,079 may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company following Admission.


This announcement contains inside information for the purposes of Article 7 of EU Regulation 956/2014.


For further information, please contact:


Benchmark Holdings plc Tel:  020 7920 3150
Malcolm Pye, CEO