NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR
IMMEDIATE RELEASE
Benchmark Holdings
plc
("Benchmark" or the
"Company")
Rule 2.9
Announcement
In accordance with Rule 2.9 of the
City Code on Takeovers and Mergers (the "Code"), the Company confirms that as at
the date and time of this announcement, it had in issue 739,489,843
ordinary shares of £0.001 each in issue and admitted to trading on
the main market of the London Stock Exchange. The International
Securities Identification Number for Benchmark's ordinary shares
is GB00BGHPT808.
Enquiries:
For further information please
contact:
Benchmark Holdings Plc
|
|
Tel: 0114
240 9939
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Ivonne Cantu, Investor
Relations
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|
|
Evercore (Financial Adviser to Benchmark)
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Tel: 020
7653 6000
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Simon Elliott, Julian Oakley, Julien
Baril, Parul Seth
Rabobank (Financial Adviser to Benchmark)
Reinier Henneman, Anders Rasmussen,
Hans Pronk, Benny Vossen
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|
Tel:
+31 30 7122755
|
Deutsche Numis (Broker and NOMAD to
Benchmark)
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|
Tel: 020
7260 1000
|
Freddie Barnfield, Duncan Monteith,
Sher Shah
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|
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|
| |
Person responsible
The person responsible for arranging
the release of this announcement on behalf of Benchmark is Jennifer
Haddouk, Company Secretary & Group Legal Counsel.
Rule 26.1
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available on the
Company's website at https://www.benchmarkplc.com/.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this
announcement.
Important Notice
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 (which
is trading for these purposes as Deutsche Numis) ("Deutsche
Numis"), which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting as corporate broker
and NOMAD exclusively for Benchmark and for no one else and will
not be responsible to anyone other than Benchmark for providing the
protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither
Deutsche Numis, nor any of its 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 Deutsche Numis in connection
with this announcement, any statement contained herein or
otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk,
including details of the number of relevant
securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.