4th Apr 2008 15:09
Biffa Plc04 April 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 4 April 2008 RECOMMENDED ACQUISITION of BIFFA PLC by WASTEACQUISITIONCO LIMITED COURT CONFIRMATION OF CAPITAL REDUCTION On 8 February 2008, Biffa Plc ("Biffa") and WasteAcquisitionco Limited ("Bidco")announced that they had reached agreement on the terms of a recommendedacquisition, to be effected by means of a scheme of arrangement under section425 of the Companies Act 1985 (the "Scheme"), of the entire issued and to beissued share capital of Biffa by Bidco. A circular containing, amongst otherthings, notices of the Court Meeting and the Extraordinary General Meeting,details of the Scheme and setting out the terms of the Acquisition (the "SchemeDocument") was posted to Biffa Shareholders on 18 February 2008. Biffa is pleased to announce that on 4 April 2008, the Court confirmed theCapital Reduction required to effect the Acquisition. Biffa also confirms that,at 5.00 p.m. on 3 April 2008, the listing of Biffa Shares on the Official Listand dealings in such shares on the London Stock Exchange were both suspended. It is expected that the Scheme will become effective on 7 April 2008 and thatthe listing of Biffa Shares on the Official List will be cancelled, and thatBiffa Shares will cease to be admitted to trading on the London Stock Exchange'smain market for listed securities, with effect from 8.00 a.m. on 8 April 2008. Upon completion of the Acquisition, holders of Biffa Shares will be entitled toreceive 350 pence for each Biffa Share held at the Scheme Record Time (6.00 p.m.on 3 April 2008). The number of elections for Loan Notes did not meet the minimum threshold ofLoan Notes to be issued as set out in the Scheme Document and accordingly LoanNotes will not be issued under the Scheme. The Effective Date is expected to be 7 April 2008. Settlement of the cashconsideration will be effected within 14 days of the Effective Date. Terms defined in the Scheme Document shall have the same meaning in thisannouncement. The Scheme Document will remain available on Biffa's website(www.biffa.co.uk) until the Effective Date. TIMETABLE TO COMPLETION The expected timetable of principal events for the implementation of the Schemeremains as previously announced and is as follows*: Effective Date 7 April 2008Cancellation of listing of Biffa Shares 8.00 a.m. on 8 April 2008Date for despatch of cheques and Within 14 days of the Effective Datesettlement through CREST \* These times and dates are indicative only and will depend on, amongst otherthings, the date upon which the Court Orders are delivered to the Registrar andthe Reduction Court Order registered by the Registrar. All references to timesare to London time. Enquiries: Tulchan (Public relations adviser to Biffa) Tel: 020 7353 4200David TrenchardDavid AllchurchStephen Malthouse Maitland (Public relations adviser to Bidco) Tel: 020 7379 5151Peter Ogden Financial Dynamics (Public relations adviser to Bidco) Tel: 020 7831 3113Paul MarriottEdward Berry This announcement is not intended to and does not constitute, or form any partof, an offer to sell or an invitation to subscribe for or purchase anysecurities or the solicitation of any vote or approval in any jurisdictionpursuant to the Acquisition or otherwise. The Acquisition is being made solelythrough the Scheme Document, which contains the full terms and conditions of theAcquisition. Any response in relation to the Acquisition should be made only onthe basis of the information contained in the Scheme Document. Overseas persons The release, publication or distribution of this announcement in or intojurisdictions other than the United Kingdom may be restricted by law andtherefore persons into whose possession this announcement comes should informthemselves about, and observe, any applicable restrictions. Any failure tocomply with such restrictions may constitute a violation of the securities lawsof any such jurisdiction. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UnitedKingdom. Shareholders in the United States should note that the Scheme relates to theshares of a UK company and will be governed by English law. Neither the proxysolicitation nor the tender offer rules under the US Securities Exchange Act of1934, as amended, will apply to the Scheme. Moreover, the Scheme will be subjectto the disclosure requirements and practices applicable in the UK to schemes ofarrangement, which differ from the disclosure requirements of the US proxysolicitation rules and tender offer rules. Financial information included inthis announcement and the Scheme documentation has been or will have beenprepared in accordance with accounting standards applicable in the UK that maynot be comparable to financial information of US companies or companies whosefinancial statements are prepared in accordance with generally acceptedaccounting principles in the United States. If Bidco exercises its right toimplement the acquisition of the Biffa Shares by way of the Offer, the Offer, ifmade into the United States, will be made in compliance with applicable UStender offer and securities laws and regulations. If the Acquisition is carried out by way of the Offer and unless otherwisedetermined by Bidco or required by the City Code, and permitted by applicablelaw and regulation, the Offer will not be made, directly or indirectly, in orinto or from, or by use of the mail, or by any means or instrumentality(including, without limitation, telex, facsimile transmission, telephone,internet or other forms of electronic communication) of interstate or foreigncommerce of, or by any facilities of a national securities exchange of, theUnited States, Australia, Canada, Japan or New Zealand or any other jurisdictionwhere extension or acceptance of the Acquisition would violate the law of, orregulation applicable to, that jurisdiction (a "Restricted Jurisdiction") andthe Offer cannot be accepted by any such use, means or instrumentality orotherwise from or within a Restricted Jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, mailed or otherwise forwarded,distributed or sent in or into or from any such jurisdiction where to do sowould constitute a breach of the securities laws in that jurisdiction. Personsreceiving this announcement (including, without limitation, custodians, nomineesand trustees) should observe these restrictions and should not send ordistribute this announcement in, into or from any such jurisdictions. No listing authority or equivalent has reviewed, approved or disapproved of thisannouncement or any of the proposals described herein. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Biffa, all "dealings" in any "relevant securities" ofBiffa (including by means of an option in respect of, or a derivative referencedto, any such "relevant securities") must be publicly disclosed by no later than3.30 p.m. on the Business Day following the date of the relevant transaction.This requirement will continue until the Effective Date or when the "offerperiod" otherwise ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Biffa, they will be deemed to be a single person forthe purpose of Rule 8.3 of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Biffa by Bidco or by Biffa or by any of their respective "associates" for their own account during an "offer period", must be privatelyand publicly disclosed by no later than 12 noon on the Business Day followingthe date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price of "relevantsecurities". In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8 of the City Code, you shouldcontact an independent financial adviser authorised under the Financial Servicesand Markets Act 2000 or consult the Panel's website or contact the Panel ontelephone number +44 (0) 20 7638 0129. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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