Benchmark Holdings PLC (AIM:BMK) announced the successful closing of its private placement and Norwegian retail offering after the market close on Tuesday, 6 December 2022.
The company said it has allocated 35,189,350 new shares under the private placement and the Norwegian retail offering at a subscription price of 4.50 Norwegian krone (NOK) each, raising gross proceeds of approximately NOK 158mln (equivalent to approximately £13mln),
Benchmark added that it is expected to complete the admission of its shares on Euronext Growth Oslo on or about 15 December 2022, subject to fulfilment of the conditions for admission.
The purpose of the private placement and the Norwegian retail offering is to fulfil the free float admission requirements for Euronext Growth Oslo and the net proceeds will be used for general corporate purposes.
Benchmark's application for admission was approved by Oslo Børs on 5 December 2022, conditional upon the fulfilment of a 10% spread of share ownership and minimum NOK 300mln free float in Euronext Securities Oslo (VPS).
The company said it expects to fulfil these conditions taking into account, in aggregate, the shares issued in connection with the private placement, the Norwegian retail offering, and the undertakings of certain existing shareholders to move across part or all of their shares in the company from UK CREST to VPS.
The private placement and the Norwegian retail offering will not be completed until a sufficient number of existing shares have been registered in the VPS. In the event of a delay or failure by existing shareholders to move their shares to the VPS, the settlement of the private placement and the Norwegian retail offering, and hence the admission, may be delayed, or ultimately cancelled.
Notification of allocation in the private placement and in the Norwegian retail offering, including settlement instructions, will be sent to investors on or about 7 December 2022. Allocated shares shall not be tradeable until the first day of admission and timely payment.
The company said it has also entered into the share lending agreement, under which Ferd A/S has committed to lend to the offering's managers up to 35,189,350 existing shares in the company in order to facilitate timely settlement to the investors in the private placement and the retail offering. Ferd is a substantial shareholder of the company.
Ferd has, subject to the conditions for completion, agreed to subscribe for 6,549,358 shares under the private placement. In addition, Kverva Finans AS, JNE Partners LLP and Laura Lavers - who has been appointed as a director of the company conditional on the Euronext Growth Admission - have, subject to the conditions for completion, agreed to subscribe for 7,528,906, 6,897,811 and 530,000 shares respectively under the private placement.
Benchmark's share capital following completion of the issue of the new shares will be £739,153.148 divided into 739,153,148 shares, each with a nominal value of £0.001.