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23 May 20252 minute read

DLA Piper advises Benchmark Holdings on return of capital to shareholders and public market de-listings

DLA Piper has advised Benchmark Holdings plc on its proposal to return capital to Shareholders, the cancellation of the admission to trading of its Ordinary Shares on the LSE's AIM market and Euronext Growth Oslo and subsequent registration as a private limited company.

Following the disposal of the Group's Genetics Business, which completed on 31 March 2025 and which was also advised on by DLA Piper, the Company has been assessing how best to return excess capital to shareholders and position the remaining operating businesses for future growth. Following due assessment of various options by the Board and consultation with the Company's major shareholders, the Company intends to return the vast majority of the net proceeds from the disposal to Shareholders, which amounts to £95 million, through a combination of a Tender Offer and a planned special dividend following implementation of the de-listings. The company will retain an appropriate level of working and development/growth capital from the proceeds for the Group's residual operating businesses and implementation of management's existing near to medium term business plan.

In addition, the Board is of the view that the cost, management resource and regulatory burden associated with maintaining the admissions to trading of the Company's Ordinary Shares on AIM and Euronext Oslo Growth outweigh the benefits of retaining such public quotations, particularly in light of the reduced scale and specialist nature of the residual Group's operations.

The proposals are subject to Shareholder approval at a General Meeting and to the approval of the cancellation to trading of the Company's Ordinary Shares on Euronext Growth Oslo by the Euronext Oslo.

The DLA Piper team was led by Corporate partner Jon Earle and supported by Legal Director Karin Kirschner, Associates Gemma Sprules, James Paget-Brown, Joanna Shephard and Legal Director Martin Macleod on employment aspects.