Completion of Disposal of the Genetics Business

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Benchmark Holdings plc

Completion of Disposal of the Genetics Business

Further to the announcement on 25 November 2024, Benchmark Holdings plc ("Benchmark", the "Group", or the "Company"), today announces the completion of the sale of the Company's genetics business area (by way of the disposal of Benchmark Genetics Limited and Benchmark Genetics Norway AS and their respective subsidiaries) (the "Genetics Business") to Starfish Bidco AS ("Starfish Bidco"), a wholly owned subsidiary of Novo Holdings A/S ("Novo Holdings"), (the "Transaction" or "Disposal").

As previously disclosed, the Transaction represents an enterprise value of £260 million, comprising an initial consideration of £230 million and contingent consideration of up to £30 million.

Post completion accounts adjustments, based on the cash, debt and working capital position of the Genetics Business, as well as certain other specified liabilities agreed between Starfish Bidco and the Company, the Transaction is expected to realise gross cash proceeds of approximately £194 million, excluding any Earn-out Consideration.

Following repayment of the Group's unsecured floating rate listed green bond and associated make-whole and swaps which currently amounts to approximately £63 million as well as the drawn amount of approximately £23.75 million under the Group's revolving credit facility provided by DNB Bank ASA, which is expected to complete on or around 15 April, net cash proceeds will be approximately £107.5 million.

Details on the strategy of the Continuing Business and use of proceeds, further to what was disclosed on 25 November 2024, will be provided in mid-April.

Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the announcement made on 25 November 2024.

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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

ABOUT NOVO HOLDINGS A/S

Novo Holdings is a holding and investment company that is responsible for managing the assets and the wealth of the Novo Nordisk Foundation.

The purpose of Novo Holdings is to improve people's health and the sustainability of society and the planet by generating attractive long-term returns on the assets of the Novo Nordisk Foundation. 

Wholly owned by the Novo Nordisk Foundation, Novo Holdings is the controlling shareholder of Novo Nordisk A/S and Novonesis A/S (Novozymes A/S) and manages an investment portfolio with a long-term return perspective.

In addition to managing a broad portfolio of equities, bonds, real estate, infrastructure and private equity assets, Novo Holdings is a world-leading life sciences investor. Through its Seed, Venture, Growth, Asia, Planetary Health and Principal Investments teams, Novo Holdings invests in life science companies at all stages of development. 

As of year-end 2023, Novo Holdings had total assets of EUR 149 billion. www.novoholdings.dk

MAR

The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"), and the UK version of MAR which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service and Newspoint, this inside information will be considered to be in the public domain.

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 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.