24th Jan 2008 07:01
Biffa Plc24 January 2008 Biffa Plc ("Biffa") - Statement re Proposal Further to its announcement made on 19 December 2007, the board of directors ofBiffa (the "Board") has received notification that Montagu Private Equity LLPcontinues to be interested in pursuing a cash offer for Biffa and has agreed towork together with Global Infrastructure Partners (together the "PotentialOfferors") towards making an Offer for the entire issued and to be issued sharecapital of Biffa at a price of 350 pence per share. In addition, Biffashareholders would retain the interim dividend of 2.3 pence per share declaredon 28 November 2007, which is payable on 1 February 2008 to Biffa shareholderswho were on the register on 21 December 2007. The Board has receivednotification that Hg Pooled Management Limited ("Hg") no longer wishes to pursuemaking an offer for Biffa. Based on the information available to it, the Board, which has been advised byCiti and JPMorgan Cazenove, has confirmed that it would be prepared to recommendan offer by the Potential Offerors at this level if such an offer were to bemade. As required by the Takeover Code, Biffa confirms that this announcement is beingmade with the agreement and approval of the Potential Offerors and Hg. However,for the avoidance of doubt, this announcement does not amount to an announcementof a firm intention to make an offer and, accordingly, there can be no certaintythat an offer will be made for Biffa. Enquiries: Citi 020 7986 4000Simon LindsayMark Todd JPMorgan Cazenove 020 7588 2828Robert ConstantBarry Weir Tulchan 020 7353 4200David TrenchardDavid AllchurchStephen Malthouse Citigroup Global Markets Limited ("Citi") which is authorised and regulated inthe United Kingdom by the Financial Services Authority, is acting for Biffa andno one else in connection with this announcement and will not be responsible toanyone other than Biffa for providing the protections afforded to clients ofCiti or for providing advice in relation to the contents of this announcement,or for any other transaction, arrangement or matters referred to in thisannouncement. JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor Biffa and no-one else in connection with this announcement and will not beresponsible to anyone other than Biffa for providing the protections afforded toits clients or for providing advice in relation to the contents of thisannouncement, or for any other transaction, arrangement or matters referred toin this announcement. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1% 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 London business day following the date of therelevant transaction. This requirement will continue until the date on whichany offer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal 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. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in"relevant securities" of Biffa by any potential offeror or Biffa, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. 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 Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. 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 Takeover Code, which can also befound on the Takeover Panel's website. If you are in any doubt as to whether ornot you are required to disclose a "dealing" under Rule 8, you should consultthe Takeover Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BIFF.L