18th Feb 2008 15:53
Biffa Plc18 February 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 18 February 2008 RECOMMENDED ACQUISITION of BIFFA PLC by WASTEACQUISITIONCO LIMITED POSTING OF SCHEME DOCUMENT 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 (the "Scheme"), of the entire issued and to be issuedshare capital of Biffa by Bidco. Biffa is today posting a circular to Biffa Shareholders (the "Scheme Document"),containing, amongst other things, the terms of the Scheme, an explanatorystatement pursuant to section 426 of the Companies Act, notices of the CourtMeeting and Extraordinary General Meeting, a timetable of principal events anddetails of the action to be taken by Biffa Shareholders. As described in the Scheme Document, to become effective, the Scheme willrequire the passing of resolutions at the Court Meeting and the ExtraordinaryGeneral Meeting. Both the Court Meeting and the Extraordinary General Meetingwill be held at Chartered Accountants' Hall, One Moorgate Place, London EC2R 6EAon 12 March 2008, with the Court Meeting due to start at 11.00 a.m. A full description of the terms and description of the Scheme, together with theaction to be taken by Biffa Shareholders, is set out in the Scheme Document. Timetable The following indicative timetable sets out expected dates for theimplementation of the Acquisition.Event Time and/or date Voting Record Time for the Court Meeting and the ExtraordinaryGeneral Meeting 6.00 p.m. on 10 March 2008Court Meeting 11.00 a.m. on 12 March 2008Extraordinary General Meeting 11.15 a.m. on 12 March 2008The following dates are subject to change1Scheme Court Hearing 2 April 2008Last day of dealings in, and for registration of transfers of, 3 April 2008and disablement in CREST of, Biffa Shares Scheme Record Time 6.00 p.m. on 3 April 2008Reduction Court Hearing 4 April 2008Effective Date of the Scheme 7 April 2008Cancellation of listing of Biffa Shares 8.00 a.m. on 8 April 2008Date for despatch of cheques, issue of Loan Notes and settlement Within 14 days of the Effectivethrough CREST Date 1 These times and dates are indicative only and will depend, among otherthings, on the date upon which the Conditions are satisfied or, where relevant,waived, on the date on which the Court sanctions the Scheme and confirms theCapital Reduction as well as the date on which the Court Orders are delivered tothe Registrar and the Reduction Court Order registered by the Registrar. Copies of the Scheme Document have been submitted to the UK Listing Authorityand will be available for inspection at the UK Listing Authority's DocumentViewing Facility at the Financial Services Authority, 25 North Colonnade, CanaryWharf, London, E14 5HS. The Scheme Document is also available on Biffa's website - www.biffa.co.uk Proposed amendment to Biffa's Articles As the Scheme will apply only to Biffa Shareholders who hold Scheme Shares, itis proposed to amend Biffa's Articles at the Extraordinary General Meeting, asset out in the Scheme Document, to provide that any Biffa Shares issued at orafter the Scheme Record Time must be transferred to Bidco in consideration ofthe cash and/or, if certain conditions are met and the new member validly soelects, Loan Notes to which such holder would have been entitled to under theScheme had such Biffa Shares been Scheme Shares provided Loan Notes are stillavailable pursuant to their terms. It is also proposed that Biffa's Articles beamended to ensure that any Biffa Shares which are issued after the ExtraordinaryGeneral Meeting but before the Scheme Record Time will be subject to, and boundby, the Scheme. These amendments will avoid any person (other than Bidco)holding Biffa Shares after dealings in such shares have ceased on the LondonStock Exchange. All of the proposed amendments to Biffa's Articles referred to above are set outin the Notice of Extraordinary General Meeting set out in the Scheme Document. Terms defined in the Scheme Document shall have the same meaning in thisannouncement. Enquiries:Maitland (Public relations adviser to Bidco) Tel: 020 7379 5151Peter OgdenFinancial Dynamics (Public relations adviser to Bidco) Tel: 020 7831 3113Paul MarriottEdward BerryTulchan (Public relations adviser to Biffa) Tel: 020 7353 4200David TrenchardDavid AllchurchStephen Malthouse 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 will be made solelythrough the Scheme Document, which contains the full terms and conditions of theAcquisition (including details on how to vote in respect of the Acquisition).Any response in relation to the Acquisition should be made only on the basis ofthe 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. The Loan Notes that may be issued pursuant to the Acquisition have not been andwill not be registered under the US Securities Act or under the relevantsecurities laws of any state or territory or other jurisdiction of the UnitedStates. Accordingly, Loan Notes may not be offered or sold in the United States,except in a transaction not subject to, or in reliance on an exemption from, theregistration requirements of the US Securities Act and such state securitieslaws. Any Loan Notes which may be issued pursuant to the Acquisition have not been andwill not be registered under the relevant securities laws of Japan and anyrelevant clearances and registrations have not been, and will not be, obtainedfrom the securities commission of any province of Canada. No prospectus inrelation to the Loan Notes has been, or will be, lodged with, or registeredwith, the Australian Securities and Investments Commission, the JapaneseMinistry of Finance or the New Zealand Companies Office. Accordingly, unlessotherwise determined by Bidco and permitted by applicable law and regulation,the Loan Notes may not be offered, sold, resold, transferred, delivered ordistributed, directly or indirectly in or into Australia, Canada, Japan or NewZealand or any other jurisdiction where to do so would violate the laws of thatjurisdiction or would require registration thereof in such jurisdiction. 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, aRestricted Jurisdiction and the Offer cannot be accepted by any such use, meansor instrumentality or otherwise from or within a Restricted Jurisdiction.Accordingly, copies of this announcement are not being, and must not be, mailedor otherwise forwarded, distributed or sent in or into or from any suchjurisdiction where to do so would constitute a breach of the securities laws inthat jurisdiction. Persons receiving this announcement (including, withoutlimitation, custodians, nominees and trustees) should observe these restrictionsand should not send or distribute this announcement in, into or from any suchjurisdictions. 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 pm (London time) on the Business Day following the date of the relevanttransaction. This requirement will continue until the Effective Date or when the"offer period" otherwise ends. If two or more persons act together pursuant toan agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Biffa, they will be deemed to be a singleperson for the 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 (London time) on the BusinessDay following the 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:
BIFF.L