12th Mar 2008 14:56
Biffa Plc12 March 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 12 March 2008 RECOMMENDED ACQUISITION of BIFFA PLC by WASTEACQUISITIONCO LIMITED RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING 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. A circular containing, amongst other things,notices of the Court Meeting and the Extraordinary General Meeting, details ofthe Scheme and setting out the terms of the Acquisition (the "Scheme Document")was posted to Biffa Shareholders on 18 February 2008. Biffa announces that the Court Meeting to consider, and if thought fit, approvethe Scheme was held at 11.00 a.m. today at Chartered Accountants' Hall, OneMoorgate Place, London EC2R 6EA and, thereafter, the Extraordinary GeneralMeeting to consider, and if thought fit, pass the special resolution relating tothe Acquisition was held at the same location. At the Court Meeting, a majority in number, representing not less than 75 percent. in value, of the holders of Public Scheme Shares present and voting(either in person or by proxy) voted in favour of the resolution to approve theScheme. Accordingly this resolution, which was decided on a poll, was passed. At the Extraordinary General Meeting, the special resolution put to BiffaShareholders to approve certain matters necessary to implement the Acquisitionwas decided on a poll and passed by the requisite majority. Subject to the sanction of the Scheme, and confirmation of the CapitalReduction, by the Court and the satisfaction, or where relevant, waiver of theremaining Conditions, the Scheme is expected to become effective on 7 April2008. Terms defined in the Scheme Document shall have the same meaning in thisannouncement. Copies of the resolutions passed at the Court Meeting and the ExtraordinaryGeneral Meeting have been submitted to the UK Listing Authority and will beavailable for inspection at the UK Listing Authority's Document Viewing Facilitysituated at the Financial Services Authority, 25 The North Colonnade, CanaryWharf, London E14 5HS. 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*: Scheme Court Hearing 2 April 2008Last day of dealings in, and for registration of 3 April 2008transfers of, and disablement in CREST of, BiffaSharesScheme Record Time 6.00 p.m. on 3 April 2008Reduction Court Hearing 4 April 2008Effective Date 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 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 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. Allreferences to time are to London time. NUMBER OF SHAREHOLDERS VOTING AND VOTES CAST AT COURT MEETING Resolution to approve the Scheme. Number of shareholders voting Number of shares voting Percentage of shares eligible to vote For Against For Against For Against (% of votes cast) (% of votes cast) (% of votes cast) (% of votes cast) 10,939 1,582 88,753,431 1,312,376 29.0% 0.43% 87.37% 12.63% 98.54% 1.46% NUMBER OF VOTES CAST AT EXTRAORDINARY GENERAL MEETING Special resolution to: (i) authorise the Directors to take all such actionnecessary to implement the Scheme; (ii) reduce the share capital of the Company;(iii) increase the share capital by the creation of new ordinary shares; (iv)authorise the Directors to allot new ordinary shares; and (v) amend the articlesof association of the Company. Votes For* Votes Against Votes Withheld** (% of votes cast) (% of votes cast) (% of issued share capital) 95,762,589 1,296,803 628,137 98.66% 1.34% 0.18% Notes: * includes discretionary votes ** a vote withheld is not a vote in law and is not counted in the calculation ofthe proportion of votes 'for' or 'against' a resolution The number of Biffa Shares in issue at 6.00 p.m. on Monday 10 March 2008 (theVoting Record Time) was 349,871,336. 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. 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, 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 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