GFSC approval and Scheme completion timetable

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

 17 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)

Receipt of GFSC approval and anticipated Scheme completion timetable

On 27 September 2022, the boards of Biffa plc ("Biffa") and Bears Bidco Limited ("Bidco") announced, pursuant to Rule 2.7 of the Takeover Code, that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Biffa (the "Acquisition"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The shareholder circular relating to the Scheme (the "Scheme Document") was sent, or made available, to Biffa Shareholders on 21 October 2022.

Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

As set out in the Scheme Document, the Acquisition was conditional, inter alia, on the receipt of approval from the Gibraltar Financial Services Commission (the "GFSC") to the proposed change in control of Bray Insurance Company Limited that will take place on completion of the Acquisition. Biffa and Bidco are pleased to announce that approval from the GFSC has now been received and this condition has therefore been satisfied.

As announced on 15 November 2022, Biffa Shareholders have already voted to approve the Scheme at the Court Meeting and passed the associated Special Resolution required to effect the Acquisition at the General Meeting.

Completion of the Acquisition remains subject to the waiver or satisfaction of the remaining Conditions set out in paragraph 3 of Part 1 of Part IV of the Scheme Document, the sanctioning of the Scheme by the Court at the Court Hearing and further terms as set out in the Scheme Document.

Set out below is an updated expected timetable of principal events. In particular, please note that the Scheme Court Hearing has been scheduled for 25 January 2023 and the Scheme is therefore expected to become effective on 26 January 2023.

Notes:

1. All times shown above are London times (unless otherwise stated). The dates and times given are indicative only and are based on Biffa's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to Biffa Shareholders by announcement through a Regulatory Information Service.

2. This will be the date on which the Scheme Court Order is delivered to the Registrar of Companies. The events which are stated as occurring on subsequent dates are conditional on the Effective Date occurring and their timings are calculated by reference to this time.

3. This is the latest date by which the Acquisition may become Effective, unless Biffa and Bidco agree, and (if required) the Court and the Takeover Panel allow, a later date.

Further information

Enquiries:

Biffa plc

Michael Topham, Chief Executive Officer

Richard Pike, Chief Financial Officer

[email protected]

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

[email protected]

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 for 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 PRA and regulated by the FCA and the PRA in the United Kingdom and is acting exclusively as financial adviser 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 (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 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 (London time) 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.