Stabilisation Notice -Biffa Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.

November 17, 2016

End of Stabilisation Notice

Biffa plc (the "Company")

Pursuant to Article 6(3) of Commission Regulation (EC) 2016/1052 supplementing Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation, Citigroup Global Markets Limited (contact: Suneel Hargunani, telephone: +44 20 7986 8764) hereby gives notice that stabilisation was undertaken by the Stabilising Manager named below in relation to the offer of the following securities.

Issuer:

Biffa plc

Securities:

Ordinary Shares (ISIN GB00BD8DR117)

Description of Offer:

Initial Public Offering

Offer Price:

180 pence per Ordinary Share

Market:

London Stock Exchange

Ticker:

BIFF

Stabilisation Manager:

Citigroup Global Markets Limited

Stabilisation Period:

From 17 October 2016 to 16 November 2016

As a consequence of the stabilisation measures taken Citigroup Global Markets Limited will not exercise its overallotment option described in the prospectus published by Biffa plc on 17 October 2016. Accordingly the 5,900,066 shares in Biffa plc previously delivered to Citigroup Global Markets Limited pursuant to a stock lending agreement will therefore be returned to Botticelli LLC, on behalf and solely for the account of its Series 3, 4, 5, 6, 8, 11, 13, 23 and 28, GL EUROPE LUXEMBOURG S.À.R.L., GL EUROPE ASRS INVESTMENTS S.À.R.L., GL EUROPE LUXEMBOURG III (EUR) INVESTMENTS S.À.R.L., GL EUROPE LUXEMBOURG III (US) INVESTMENTS S.À.R.L., SANKATY EUROPEAN INVESTMENTS S.À.R.L. and MINOT LIGHT DEBT MEZZ LTD on a pro rata basis to their lending of shares.

Disclaimer

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.