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FOR IMMEDIATE RELEASE
25 January 2023
RECOMMENDED CASH ACQUISITION
of
Biffa plc
by
Bears Bidco Limited
(a newly incorporated company controlled by funds managed by affiliates of ECP V, LLC)
Scheme sanctioned by Court
Biffa plc ("Biffa") and Bears Bidco Limited ("Bidco") are pleased to announce that the Court has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended cash acquisition of the entire issued and to be issued share capital of Biffa by Bidco (the "Acquisition") is being implemented.
The Scheme will become effective upon the Scheme Court Order being delivered to the Registrar of Companies, which is expected to take place after 6.00 p.m. on 26 January 2023 (the "Effective Date").
Next steps
Biffa confirms that the Scheme Record Time is 6.00 p.m. on the Effective Date, which shall be the last day of dealings in, registration of transfers of, and disablement of CREST for, the Biffa Shares (other than the registration of the transfer of the Biffa Shares to Bidco pursuant to the Scheme) on the London Stock Exchange (the "LSE").
A request has been made for the suspension of the listing of Biffa Shares on the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and the admission to trading of Biffa Shares on the LSE's Main Market with effect from 7.30 a.m. on 27 January 2023.
It is expected that, subject to the Scheme becoming effective on 26 January 2023, the listing of Biffa Shares on the Official List of the FCA and trading in Biffa Shares on the LSE's Main Market for listed securities will be cancelled by 8.00 a.m. on 27 January 2023.
Other
All references to times in this announcement are to London time.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 21 October 2022.
Enquiries:
Biffa plc
Michael Topham, Chief Executive Officer
Richard Pike, Chief Financial Officer
Rothschild & Co +44 20 7280 5000
Stuart Vincent
Robert Barnes
HSBC Bank plc +44 20 7991 8888
Anthony Parsons
Joe Weaving
James Hopton
Numis +44 20 7260 1000
Mark Lander
Stuart Ord
Kevin Cruickshank
Media Enquiries
Houston +44 204 529 0549
Kate Hoare
Kay Larsen
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Biffa and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Biffa for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
HSBC Bank plc is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority and is acting exclusively for Biffa and no one else in connection with the Acquisition and other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition or any other matters referred to in this announcement and is not, and will not be, responsible to anyone other than Biffa for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to in this announcement..
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Biffa and no‑one else in connection with the subject matter and will not be responsible to anyone other than Biffa for providing the protections afforded to clients of Numis nor for providing advice in relation to the subject matter or any other matters referred to in this announcement.
Disclosure requirements of the Takeover Code (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 on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm 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 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 http://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 Takeover 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.biffa.co.uk/investors/offer by no later than 12 noon on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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