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 IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE	
22 January 2024

Benchmark Holdings plc

Strategic Review, Formal Sale Process and Commencement of Offer Period

Benchmark Holdings plc ("Benchmark" or the "Company"), is a market leading
aquaculture genetics, nutrition, and health business, delivering advanced
biotechnology products and solutions that enable the aquaculture industry to
improve its productivity and sustainability, helping address the need for
sustainable aquatic food to feed a growing global population.

The Company is a supplier of choice for aquaculture producers worldwide with
market leading positions in genetics, early-stage nutrition and sea lice
solutions and well invested infrastructure to support growth.  The Company's
specialised mission critical products and solutions reflect decades of invested
capital, IP and expertise, which the Board believes are very difficult to
replicate.  

The Company's genetics strategy is innovation-led, employing a world-leading
team of geneticists who apply the latest technologies on the Company's four
breeding programmes to deliver continuous genetic improvement in growth and
disease resistance.  In nutrition, through INVE, Benchmark delivers advanced
nutrition solutions focused on the early stages of shrimp and marine fish
production, which require specialist nutrition protocols and technical support,
translating into attractive margins.  The health business area addresses sea
lice, one of the largest sustainability challenges for salmon farmers globally,
through veterinary medicinal treatments.  

Management actions over the last three years have delivered substantial revenue
growth and improvement in profitability and cash conversion.  Since FY20,
Benchmark's revenue from continuing operations has grown from £105.4m to £169.5m
in FY23 and Adjusted EBITDA has increased from £15.5m to £35.5m.  The Company is
well positioned with a strong balance sheet and significant headroom to grow
within its existing markets, as well as multiple potential avenues for
expansion.  

For the full year ended 30 September 2023, Benchmark delivered 7% revenue growth
(see note 1 below), 15% increase in adjusted EBITDA (see note 1 below) and
improved its operational cash conversion from 35% to 58%, demonstrating 
continued progress in the year despite challenging conditions in the shrimp
sector, one of the Company's core markets. (note 1: Growth from continuing
operations (excluding movements in fair value of biological assets)).

The Board believes that the current share price materially undervalues the
combined value of Benchmark's businesses and the long-term prospects of the
Company, which may at least in part be due to the tightly held and illiquid
nature of its ordinary shares. 

As a result, having consulted with the Company's major shareholders, the Board
has unanimously decided to undertake a formal review of the Company's strategic
options (the "Strategic Review") including, but not limited to, a sale of the
Company as a whole or alternatively the potential sale of one or more individual
business units, to establish whether there is a bidder or bidders prepared to
offer a value for the Company or its individual business units that the Board
considers attractive relative to the Board's view of intrinsic value.

In this context, the Company has agreed with the UK Takeover Panel (the "Panel")
that any discussions in relation to an offer for the Company may take place
within the context of a formal sale process (as set out in Note 2 on Rule 2.6 of
the Code) to enable conversations with parties interested in making such a
proposal to take place on a confidential basis.  The Panel has granted a
dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the
Code such that any interested party participating in the formal sale process
will not be required to be publicly identified as a result of this announcement
and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for
so long as they are participating in the formal sale process. 

Parties interested in making a proposal should contact Benchmark's financial
advisers, Evercore and Rabobank, using the contact details below.

The Company intends to conduct a targeted process and the first phase will
include the provision of an information pack, following which interested parties
will be invited to submit non-binding indicative offers.  As a condition to
participation in the first phase, parties will be required to enter into a
non-disclosure agreement and standstill arrangement with Benchmark on terms
satisfactory to the Board of Benchmark and on the same terms, in all material
respects, as other selected parties.  It is currently expected that a select
number of parties will be invited to participate in a second phase.  Further
announcements regarding timing and procedures for the formal sale process will
be made as appropriate.

The Board reserves the right to alter any aspect of the process or to terminate
it at any time and will make further announcements as appropriate.  The Board
also reserves the right to reject any approach or terminate discussions with any
interested party or participant at any time.

The Company is not currently in any discussions with any potential offeror
relating to an acquisition of the issued and to be issued share capital of the
Company.  Following this announcement, the Company is now considered to be in an
"offer period" as defined in the Code, and the dealing disclosure requirements
summarised below will apply.  

Shareholders are advised that there can be no certainty that an offer for the
Company will be made or a sale of individual business units undertaken, nor as
to the terms on which any offer or sale will be made.

Enquiries:

For further information please contact:

Benchmark Holdings plc		Tel: 0114 240 9939
Ivonne Cantu, Investor Relations		
Evercore (Financial Adviser to Benchmark)		Tel: 020 7653 6000
Simon Elliott, Julian Oakley, Julien Baril, Parul Seth
Rabobank (Financial Adviser to Benchmark)
Reinier Henneman, Anders Rasmussen, Hans Pronk, Benny Vossen		
Tel: +31 30 7122755
Deutsche Numis (Broker and NOMAD to Benchmark)		Tel: 020 7260 1000
Freddie Barnfield, Duncan Monteith, Sher Shah		
MHP Group (Press Enquiries)		Tel: 020 3128 8004
Katie Hunt, Reg Hoare		benchmark@mhpgroup.com


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

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.

PUBLICATION ON WEBSITE

A copy of this announcement will be made available at
https://www.benchmarkplc.com/ no later than 12:00 noon (London time) on 23
January 2024 (being the business day following the date of this announcement) in
accordance with Rule 26.1 of the Code.  The content of the website referred to
in this announcement is not incorporated into and does not form part of this
announcement.

RULE 2.9 INFORMATION

In accordance with Rule 2.9 of the Code, the Company confirms that, as at close
of business on 19 January 2024, its issued share capital consisted of
739,370,757 ordinary shares of £0.001 each, with ISIN GB00BGHPT808, which carry
voting rights of one vote per share.  The Company does not hold any ordinary
shares in treasury.

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 (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.

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.