TIDMBIFF
RNS Number : 0281N
Biffa plc
20 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the Financial Conduct Authority ("FCA") and not
a prospectus and not an offer of securities for sale in any
jurisdiction, including in or into
the United States, Australia, Canada, Japan or South Africa.
Neither this announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any ordinary shares referred to in this
announcement except on the basis of information in the prospectus
(the "Prospectus") published by Biffa plc ("Biffa" or the "Company"
and, together with WasteHoldco 1 Limited and its subsidiaries and
subsidiary undertakings, the "Group") on 17 October 2016 in
connection with the admission of all of the ordinary shares of the
Company (the "Shares"), issued in connection with the offer of
118,001,417 new Shares (the "Offer Shares") to certain
institutional and professional investors (the "Global Offer") and
the subscriptions for Shares by certain existing shareholders and
certain current and former directors and members of senior
management, to the premium listing segment of the Official List of
the FCA and to trading on the London Stock Exchange plc's main
market for listed securities (the "London Stock Exchange"). A copy
of the Prospectus is available for inspection from the Group's
website at www.biffa.co.uk and from Biffa's registered office at
Coronation Road, Cressex, High Wycombe, Buckinghamshire, HP12 3TZ,
United Kingdom.
20 October 2016
Biffa plc
Admission to the London Stock Exchange
Further to the announcement on 17 October 2016, Biffa is pleased
to announce that its entire ordinary share capital consisting of
250,000,000 ordinary shares has today been admitted to the premium
listing segment of the Official List of the FCA and to trading on
the London Stock Exchange's main market for listed securities under
the ticker "BIFF" (ISIN: GB00BD8DR117).
Unconditional trading of Biffa shares will commence from 8am
today, 20 October 2016.
Ian Wakelin, Chief Executive Officer, commented: "We are
delighted to have reached this important milestone, and we now look
forward with confidence to the next stage in the development of
Biffa as a public company."
Enquiries
+44 (0) 14 9452
Biffa 1221
Ian Wakelin, Chief Executive Officer
Michael Topham, Chief Financial
Officer
Peter Langdon, Head of Corporate
Finance
Joint Global Co-ordinator, Joint
Bookrunner and Joint Sponsor
+44 (0) 20 7986
Citi: 4000
Edward McBride
Alex Carter
Peter Brown
Joint Global Co-ordinator, Joint
Bookrunner and Joint Sponsor
+44 (0) 20 7742
J.P. Morgan: 4000
Robert Constant
James Deal
Wendy Hohmann
+44 (0) 20 7991
Joint Bookrunner 8888
HSBC:
Adrian Lewis
Greg Hely Hutchinson
Stuart Dickson
+44 (0) 20 7418
Lead Manager 8900
Peel Hunt:
Indy Bhattacharyya
Jock Maxwell Macdonald
+44 (0) 20 7280
Financial Adviser 5000
Rothschild:
William Marshall
Adam Young
Stuart Vincent
Media Enquiries
Instinctif (public relations adviser +44 (0) 20 7547
to Biffa): 2020
Mark Garraway
Helen Tarbet
James Gray
Disclaimers
Neither this announcement nor the information contained herein
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia). Neither this announcement nor the
information contained herein is for publication, distribution or
release, in whole or in part, directly or indirectly into Australia
(other than to persons in Australia to whom an offer may be made
without a disclosure document in accordance with Chapter 6D of the
Corporations Act 2001 (CTH) of Australia), Canada, South Africa or
Japan, to any persons in any of those jurisdictions or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction. Any failure to
comply with these restrictions may constitute a violation of United
States, Australian, Canadian, South African, Japanese or other
applicable securities laws. The Global Offer and the distribution
of this announcement and information in connection with the
admission of Biffa's Shares to the premium listing segment of the
Official List of the FCA and to trading on the main market for
listed securities of the London Stock Exchange (together,
"Admission") and the Global Offer may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about, and observe, any such restrictions.
The Shares referred to herein may not be offered or sold in the
United States unless registered under the US Securities Act of
1933, as amended (the "Securities Act"), or any securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold within the United States unless registered under
the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with applicable state law. The
offer and sale of Shares referred to herein has not been and will
not be registered under the Securities Act. There will be no public
offer of the Shares in the United States.
The offer and sale of Shares referred to herein has not been and
will not be registered under the applicable securities laws of
Australia, Canada, South Africa or Japan. Subject to certain
exceptions, the Shares referred to herein may not be offered or
sold within Australia, Canada, South Africa or Japan or to, or for
the account or benefit of any national, resident or citizen of
Australia, Canada, South Africa or Japan. There will be no public
offer of the Shares in Australia, Canada, South Africa or
Japan.
This announcement is not an offer of, or solicitation of an
offer to buy or subscribe for, the securities referred to herein to
any person in the United States or any other jurisdiction. This
announcement is an advertisement and not a prospectus. Investors
should not subscribe for or purchase any transferable securities
referred to in this announcement except on the basis of information
in the Prospectus. Copies of the Prospectus are available for
inspection from the Company's registered office at Coronation Road,
Cressex, High Wycombe, Buckinghamshire, HP12 3TZ and from the
Company's website www.biffa.co.uk.
This announcement is addressed to and is only directed and being
communicated at: (A) if in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(1)(e) of Directive 2003/71/EC (as amended, including by Directive
2010/73/EU to the extent implemented in the relevant member state
of the EEA and any relevant implementing measure in each relevant
member state) ("Qualified Investors"); and (B) if in the UK,
persons who are Qualified Investors and who (i) have professional
experience in matters relating to investments so as to qualify them
as "investment professionals" under Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) high net worth bodies corporate,
unincorporated associations and partnerships or the trustees of
high value trusts falling within Article 49(2)(a) to (d) of the
Order; and/or (iii) persons to whom it may otherwise lawfully be
communicated (all such persons together referred to as "Relevant
Persons").
This announcement must not be acted or relied on (a) in the UK,
by persons who are not Relevant Persons and (b) in any member state
of the EEA, other than the UK, by persons who are not Qualified
Investors. Any investment or investment activity to which this
announcement relates is available only to (i) in the UK, Relevant
Persons and (ii) in any member state of the EEA, other than the UK,
Qualified Investors, and may be engaged in only with such persons.
Nothing in this announcement constitutes investment advice and any
recommendations that may be contained herein have not been based
upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient. If you
have received this announcement and you are not a Relevant Person
and/or Qualified Investor, as applicable, you must not rely or act
upon this announcement or any of its contents.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. The value of the Shares can decrease as well as
increase. Potential investors should consult a professional advisor
as to the suitability of the Shares for the entity or person
concerned. Past performance cannot be relied upon as a guide to
future performance.
Each of J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P.
Morgan"), Citigroup Global Markets Limited ("Citi") and HSBC Bank
plc ("HSBC") are authorised by the Prudential Regulation Authority
(the "PRA") and regulated by the FCA and the PRA in the United
Kingdom and Peel Hunt LLP ("Peel Hunt") and N.M. Rothschild &
Sons Limited ("Rothschild") (together with J.P Morgan, Citi, HSBC
and Peel Hunt the "Banks") are each authorised and regulated by the
FCA in the United Kingdom. They will not regard any other person as
their respective clients in relation to the Global Offer and will
not be responsible to anyone other than Biffa for providing the
protections afforded to their respective clients, nor for providing
advice in relation to the Global Offer, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Each of the Banks (excluding Rothschild for the purposes of this
paragraph only) and any of their respective affiliates, parent or
subsidiary undertakings, acting as investors for their own
accounts, may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such Shares and other securities of
Biffa or related investments in connection with the Global Offer or
otherwise. Further, affiliates or subsidiary undertakings of HSBC
plc are existing shareholders in the Company and J.P. Morgan
Securities plc is an existing shareholder and is participating in
an over-allotment option granted by certain existing shareholders
in respect of up to 5,900,066 million Shares (representing 5% of
the total number of Offer Shares) (the "Over-allotment Option").
Accordingly, references in the Prospectus to the Offer Shares being
offered or otherwise dealt with should be read as including any
offer to, or dealing by, any of the Banks and any of their
respective affiliates, parent or subsidiary undertakings or the
subsidiary undertakings of any such parent undertakings, acting as
investors for their own accounts. In addition, certain of the Banks
(or their affiliates) may enter into financing arrangements
(including swaps) with investors in connection with which the Banks
(or their affiliates) may from time to time acquire, hold or
dispose of Shares. Such persons do not intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligations to do so.
In connection with the Global Offer, Citigroup Global Markets
Limited (the "Stabilising Manager"), or any of its agents, may (but
will be under no obligation to), to the extent permitted by
applicable law, over-allot Shares or effect other transactions with
a view to supporting the market price of the Shares at a higher
level than that which might otherwise prevail in the open market.
The Stabilising Manager is not required to enter into such
transactions and such transactions may be effected on any stock
market, over-the-counter market, stock exchange or otherwise and
may be undertaken at any time during the period from 17 October
2016 and ending no later than 30 calendar days thereafter. However,
there will be no obligation on the Stabilising Manager or any of
its agents to effect stabilising transactions and there is no
assurance that stabilising transactions will be undertaken. Such
stabilising measures, if commenced, may be discontinued at any time
without prior notice. In no event will measures be taken to
stabilise the market price of the Shares above the offer price.
Save as required by law or regulation, neither the Stabilising
Manager nor any of its agents intends to disclose the extent of any
over-allotments made and/or stabilisation transactions conducted in
relation to the Global Offer.
For the purposes of allowing it to cover short positions
resulting from any such over-allotments and/or from sales of Shares
effected by it during the stabilising period, certain existing
shareholders have granted to the Stabilising Manager on behalf of
the Banks, the Over-allotment Option, pursuant to which the
Stabilising Manager may purchase, or procure purchasers for,
additional Shares up to a maximum of 5% of the total number of
Offer Shares (the "Over-allotment Shares") at the offer price. The
Over-allotment Option may be exercised in whole or in part upon
notice by the Stabilising Manager at any time on or before the 30th
calendar day after 17 October 2016. Any Over-allotment Shares made
available pursuant to the Over-allotment Option will rank pari
passu in all respects with the Shares, including for all dividends
and other distributions declared, made or paid on the Shares, will
be purchased on the same terms and conditions as the Offer Shares
being issued in the Global Offer and will form a single class for
all purposes with the other Shares.
To the fullest extent permitted under applicable law, none of
the Banks or any of their respective affiliates, directors,
officers, limited or unlimited partners, employees, advisers or
agents accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to Biffa or the
Group, its subsidiaries or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in
connection therewith.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 20, 2016 03:00 ET (07:00 GMT)
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