7th Apr 2008 11:24
Biffa Plc07 April 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 7 April 2008 RECOMMENDED ACQUISITION of BIFFA PLC by WASTEACQUISITIONCO LIMITED SCHEME OF ARRANGEMENT BECOMES EFFECTIVE 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 Scheme has now become effective inaccordance with its terms. The listing of Biffa Shares on the Official List will be cancelled, and BiffaShares will cease to be admitted to trading on the London Stock Exchange's mainmarket for listed securities, with effect from 8.00 a.m. on 8 April 2008. Under the terms of the Scheme, holders of Biffa Shares will be entitled toreceive 350 pence for each Biffa Share they held at the Scheme Record Time (6.00p.m. on 3 April 2008). Settlement of the cash consideration will be effected on 21 April 2008. Terms defined in the Scheme Document shall have the same meaning in thisannouncement and all references to time are 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. Copies of this announcement are not being, and must not be, mailed or otherwiseforwarded, distributed or sent in or into or from any such jurisdiction where todo so would constitute a breach of the securities laws in that jurisdiction.Persons receiving this announcement (including, without limitation, custodians,nominees and 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BIFF.L