BENCHMARK HOLDINGS PLC ("BENCHMARK") – Proposals
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AS ANNOUNCED BY BENCHMARK ON 20 MAY 2025, BENCHMARK IS UNDERTAKING (A) A TENDER OFFER TO PURCHASE UP TO 226,934,325 ORDINARY SHARES AT 25 PENCE PER SHARE FOR AN AMOUNT OF UP TO APPROXIMATELY £56.73 MILLION ("TENDER OFFER"), (B) CANCEL ITS ADMISSION TO TRADING OF ITS SHARES ON (I) AIM, A MARKET OPERATED BY THE LONDON STOCK EXCHANGE AND (II) EURONEXT GROWTH OSLO ("DE-LISTINGS") AND (C) RE-REGISTER THE COMPANY AS A PRIVATE LIMITED COMPANY ("RE-REGISTRATION"), TOGETHER THE "PROPOSALS" AND THE "ANNOUNCEMENT". AS A RESULT OF SUCH ANNOUNCEMENT, BENCHMARK IS NOW CONSIDERED TO BE IN AN "OFFER PERIOD" AS DEFINED IN THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").
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Additional U.S. information
Benchmark is an English company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite has been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Proposals, since Benchmark is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Benchmark or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Benchmark and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
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