Biffa plc Admission to the London Stock Exchange (0281N)

TIDMBIFF

RNS Number : 0281N

Biffa plc

20 October 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into

the United States, Australia, Canada, Japan or South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Biffa plc ("Biffa" or the "Company" and, together with WasteHoldco 1 Limited and its subsidiaries and subsidiary undertakings, the "Group") on 17 October 2016 in connection with the admission of all of the ordinary shares of the Company (the "Shares"), issued in connection with the offer of 118,001,417 new Shares (the "Offer Shares") to certain institutional and professional investors (the "Global Offer") and the subscriptions for Shares by certain existing shareholders and certain current and former directors and members of senior management, to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus is available for inspection from the Group's website at www.biffa.co.uk and from Biffa's registered office at Coronation Road, Cressex, High Wycombe, Buckinghamshire, HP12 3TZ, United Kingdom.

20 October 2016

Biffa plc

Admission to the London Stock Exchange

Further to the announcement on 17 October 2016, Biffa is pleased to announce that its entire ordinary share capital consisting of 250,000,000 ordinary shares has today been admitted to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities under the ticker "BIFF" (ISIN: GB00BD8DR117).

Unconditional trading of Biffa shares will commence from 8am today, 20 October 2016.

Ian Wakelin, Chief Executive Officer, commented: "We are delighted to have reached this important milestone, and we now look forward with confidence to the next stage in the development of Biffa as a public company."

Enquiries

 
                                         [phone] 
 Biffa                                              1221 
 Ian Wakelin, Chief Executive Officer 
 Michael Topham, Chief Financial 
  Officer 
 Peter Langdon, Head of Corporate 
  Finance 
 
 Joint Global Co-ordinator, Joint 
  Bookrunner and Joint Sponsor 
                                         [phone] 
 Citi:                                              4000 
 Edward McBride 
 Alex Carter 
 Peter Brown 
 
 Joint Global Co-ordinator, Joint 
  Bookrunner and Joint Sponsor 
                                         [phone] 
 J.P. Morgan:                                       4000 
 Robert Constant 
 James Deal 
 Wendy Hohmann 
 
                                         [phone] 
 Joint Bookrunner                                   8888 
 HSBC: 
 Adrian Lewis 
 Greg Hely Hutchinson 
 Stuart Dickson 
 
                                         [phone] 
 Lead Manager                                       8900 
 Peel Hunt: 
 Indy Bhattacharyya 
 Jock Maxwell Macdonald 
 
                                         [phone] 
 Financial Adviser                                  5000 
 Rothschild: 
 William Marshall 
 Adam Young 
 Stuart Vincent 
 
 Media Enquiries 
 Instinctif (public relations adviser    [phone] 
  to Biffa):                                        2020 
 Mark Garraway 
 Helen Tarbet 
 James Gray 
 

Disclaimers

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly into Australia (other than to persons in Australia to whom an offer may be made without a disclosure document in accordance with Chapter 6D of the Corporations Act 2001 (CTH) of Australia), Canada, South Africa or Japan, to any persons in any of those jurisdictions or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian, South African, Japanese or other applicable securities laws. The Global Offer and the distribution of this announcement and information in connection with the admission of Biffa's Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission") and the Global Offer may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.

The Shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of the Shares in the United States.

The offer and sale of Shares referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold within Australia, Canada, South Africa or Japan or to, or for the account or benefit of any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Shares in Australia, Canada, South Africa or Japan.

This announcement is not an offer of, or solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus are available for inspection from the Company's registered office at Coronation Road, Cressex, High Wycombe, Buckinghamshire, HP12 3TZ and from the Company's website www.biffa.co.uk.

This announcement is addressed to and is only directed and being communicated at: (A) if in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU to the extent implemented in the relevant member state of the EEA and any relevant implementing measure in each relevant member state) ("Qualified Investors"); and (B) if in the UK, persons who are Qualified Investors and who (i) have professional experience in matters relating to investments so as to qualify them as "investment professionals" under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order; and/or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together referred to as "Relevant Persons").

This announcement must not be acted or relied on (a) in the UK, by persons who are not Relevant Persons and (b) in any member state of the EEA, other than the UK, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the UK, Relevant Persons and (ii) in any member state of the EEA, other than the UK, Qualified Investors, and may be engaged in only with such persons. Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. If you have received this announcement and you are not a Relevant Person and/or Qualified Investor, as applicable, you must not rely or act upon this announcement or any of its contents.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Shares for the entity or person concerned. Past performance cannot be relied upon as a guide to future performance.

Each of J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan"), Citigroup Global Markets Limited ("Citi") and HSBC Bank plc ("HSBC") are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom and Peel Hunt LLP ("Peel Hunt") and N.M. Rothschild & Sons Limited ("Rothschild") (together with J.P Morgan, Citi, HSBC and Peel Hunt the "Banks") are each authorised and regulated by the FCA in the United Kingdom. They will not regard any other person as their respective clients in relation to the Global Offer and will not be responsible to anyone other than Biffa for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Each of the Banks (excluding Rothschild for the purposes of this paragraph only) and any of their respective affiliates, parent or subsidiary undertakings, acting as investors for their own accounts, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Biffa or related investments in connection with the Global Offer or otherwise. Further, affiliates or subsidiary undertakings of HSBC plc are existing shareholders in the Company and J.P. Morgan Securities plc is an existing shareholder and is participating in an over-allotment option granted by certain existing shareholders in respect of up to 5,900,066 million Shares (representing 5% of the total number of Offer Shares) (the "Over-allotment Option"). Accordingly, references in the Prospectus to the Offer Shares being offered or otherwise dealt with should be read as including any offer to, or dealing by, any of the Banks and any of their respective affiliates, parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings, acting as investors for their own accounts. In addition, certain of the Banks (or their affiliates) may enter into financing arrangements (including swaps) with investors in connection with which the Banks (or their affiliates) may from time to time acquire, hold or dispose of Shares. Such persons do not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.

In connection with the Global Offer, Citigroup Global Markets Limited (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period from 17 October 2016 and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.

For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilising period, certain existing shareholders have granted to the Stabilising Manager on behalf of the Banks, the Over-allotment Option, pursuant to which the Stabilising Manager may purchase, or procure purchasers for, additional Shares up to a maximum of 5% of the total number of Offer Shares (the "Over-allotment Shares") at the offer price. The Over-allotment Option may be exercised in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after 17 October 2016. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Offer Shares being issued in the Global Offer and will form a single class for all purposes with the other Shares.

To the fullest extent permitted under applicable law, none of the Banks or any of their respective affiliates, directors, officers, limited or unlimited partners, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Biffa or the Group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This information is provided by RNS

The company news service from the London Stock Exchange

END

LISFMMZGVGGGVZG

(END) Dow Jones Newswires

October 20, 2016 03:00 ET (07:00 GMT)