2nd Apr 2008 12:59
Biffa Plc02 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 2 April 2008 RECOMMENDED ACQUISITION of BIFFA PLC by WASTEACQUISITIONCO LIMITED SCHEME OF ARRANGEMENT SANCTIONED BY COURT 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 the Court sanctioned the Scheme today. Inorder for the Scheme to become effective in accordance with its terms, the Courtmust now confirm the Capital Reduction at the Court hearing which is scheduledto take place on 4 April 2008. Listing of Biffa Shares on the Official List and dealings in Biffa Shares on theLondon Stock Exchange are expected to be suspended with effect from 5.00 p.m. on3 April 2008. The last day of dealings in, and for registration of transfers of,and disablement in CREST of, Biffa Shares will be 3 April 2008. 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. 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*: Last 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 Court confirms the Capital Reduction as well asthe date on which the Court Orders are delivered to the Registrar and theReduction Court Order registered by the Registrar. All references to times areto London time. Enquiries:Tulchan (Public relations adviser to Biffa) Tel: 020 7353 4200David TrenchardDavid AllchurchStephen MalthouseMaitland (Public relations adviser to Bidco) Tel: 020 7379 5151Peter OgdenFinancial 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 moreof any class of "relevant securities" of Biffa, all "dealings" in any "relevant securities" of Biffa(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. 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 single person for the purpose of Rule 8.3 of theCity Code. Under the provisions of Rule 8.1 of the City Code, all "dealings"in "relevant securities" of Biffa by Bidco or by Biffaor by any of their respective "associates" for their own accountduring an "offer period", must be privately and publiclydisclosed by no later than 12 noon on the Business Day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and thenumber of such securities in issue, can be found on the Panel's websiteat www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person haslong economic exposure, whether conditional or absolute, to changes in the priceof "relevant securities". In particular, a person will betreated as having an "interest" by virtue of the ownership orcontrol of securities, or by virtue of any option in respect of, or derivativereferenced 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 youare required to disclose a "dealing" under Rule 8 of the CityCode, you should contact an independent financial adviser authorised under theFinancial Services and Markets Act 2000 or consult the Panel's websiteor contact the Panel on telephone 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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