Biffa plc Completion of Acquisition by Bears Bidco Limited (0328O)
27 Januar 2023 - 8:00AM
UK Regulatory
TIDMBIFF
RNS Number : 0328O
Biffa plc
27 January 2023
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 OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
27 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)
Completion of Acquisition by Bears Bidco Limited
Biffa plc ("Biffa") and Bears Bidco Limited ("Bidco") are
pleased to announce that the Scheme became effective on 26 January
2023 and the entire issued and to be issued ordinary share capital
of Biffa is owned by Bidco.
Biffa Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. on 26 January 2023, will receive 410 pence in cash
for each Scheme Share.
Suspension of listing and dealings in Biffa shares
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 the Biffa Shares on the London Stock
Exchange's (the "LSE") Main Market will be suspended with effect
from 7.30 a.m. on 27 January 2023.
Cancellation of listing and dealings in Biffa shares
An application has been made to the FCA and the LSE in relation
to the cancellation of Biffa's listing on the premium listing
segment of the Official List and the trading of Biffa Shares on the
LSE's Main Market, which is expected to take place by 8.00 a.m. on
27 January 2023.
Settlement
The latest date for the despatch of cheques to Biffa
Shareholders and settlement through CREST for cash consideration
due under the terms of the Scheme is 9 February 2023.
As a result of the Scheme having become effective, share
certificates in respect of Biffa Shares have ceased to be valid
documents of title and entitlements to Biffa Shares held in
uncertificated form in CREST have been cancelled.
Director resignations
As set out in the Scheme Document, each of the Biffa
Non-Executive Directors has resigned as a director of Biffa with
effect from the Effective Date.
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
ir@biffa.co.uk
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
biffa@houston.co.uk
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 by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom and is acting
exclusively as financial adviser for Biffa and no one else in
connection with the Acquisition 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.
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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END
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