19th Dec 2007 07:02
Biffa Plc19 December 2007 Biffa Plc ("Biffa") - Revised Proposal On 7 December 2007, the board of directors of Biffa (the "Board") received arevised proposal from Montagu Private Equity LLP and Hg Pooled ManagementLimited (the "Potential Offerors"), indicating that they are prepared, subjectas set out below, to make a recommended cash offer for the entire issued and tobe issued share capital of Biffa at a price of 350 pence per share. In addition,Biffa shareholders would retain the interim dividend of 2.3 pence per sharedeclared on 28 November 2007, which is payable on 1 February 2008 to Biffashareholders who are on the register on 21 December 2007. The PotentialOfferors' proposal is subject to a number of pre-conditions, includingcompletion of due diligence, which must be satisfied before an offer can bemade. On the basis of this proposal, the Board has agreed to grant the PotentialOfferors access to company information to allow them to complete theirconfirmatory due diligence. In addition, Biffa has entered into anon-solicitation and inducement fee agreement with the Potential Offerors forthe purposes of making an offer for Biffa. Further details of the agreement areset out below. 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. The price of 350 pence per share represents a premium of 42.9 per cent.to the average Biffa closing share price over the three months to 22 November2007, the day prior to the announcement of an approach by the PotentialOfferors. As required by the Takeover Code, Biffa confirms that this announcement is beingmade with the agreement and approval of the Potential Offerors. However, forthe avoidance of doubt, this announcement does not amount to an announcement ofa firm intention to make an offer and, accordingly, there can be no certaintythat the revised proposal by the Potential Offerors will lead to an offer beingmade for Biffa or as to the terms on which any offer will be made. Enquiries: Citi 020 7986 4000Simon LindsayMark Todd JPMorgan Cazenove 020 7588 2828Robert ConstantBarry Weir Tulchan 020 7353 4200David TrenchardDavid AllchurchStephen Malthouse Details of non-solicitation and inducement fee agreement The agreement restricts Biffa from soliciting third party offers for Biffaduring the period of the Potential Offerors' due diligence and provides forinducement fees, to be payable by Biffa in certain circumstances, comprising: (i) a pre-announcement inducement fee of up to £2 million which is payable if,on or before the expiry of the non-solicitation period, a third party offer isrecommended by the Board or the Potential Offerors indicate they are prepared tomake an offer at or above 350 pence per share and the Board fails to recommendsuch offer; and (ii) an inducement fee equal to one per cent. of the value of the offer (afterdeduction of any inducement fee payable under (i)) which is payable if, on orbefore the expiry of the non-solicitation period: (a) following an announcement of firm intention to make an offer by thePotential Offerors for Biffa at or above 350 pence per share (i) the Boardwithdraws its recommendation and that offer does not succeed; or (ii) a thirdparty offer is announced which ultimately is successful; or (b) if the Potential Offerors indicate that they are ready to make anoffer at or above 350 pence per share and the Board fails to recommend suchoffer. 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:
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