NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Placing of 24,500,000 ordinary shares in Biffa plc (“Biffa” or the “Company”)
25 July 2017
Funds advised by Avenue Europe International Management LP, Bain Capital Credit, LP and Barings (U.K.) Limited (together, the “Selling Shareholders”) announce that they have sold an aggregate of 24,500,000 ordinary shares (the “Placing Shares”) in the Company representing approximately 10% of the Company’s issued ordinary share capital, at a price of 220 pence per share (the “Placing”) raising aggregate gross proceeds of £53.9m.
Following this transaction, funds advised by Avenue Europe International Management LP will continue to have a beneficial interest in (i) 27,617,962 shares in Biffa and (ii) a derivative instrument where the reference instruments are 10,618,874 shares in Biffa. Bain Capital Credit, LP will continue to hold 13,242,558 shares. Any of the Company’s ordinary shares held by Avenue Europe International Management LP, Bain Capital Credit, LP and certain funds advised by Angelo Gordon & Co LP which are not sold in the Placing will be subject to a 90-day lock-up (subject to certain customary exceptions). Barings (U.K.) Limited will no longer hold any of the Company’s ordinary shares.
Settlement of the Placing is expected to take place on 28 July 2017. Citigroup Global Markets Limited (“Citi”) and J.P. Morgan Securities plc, (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”) acted as joint bookrunners in connection with the Placing.
The Company will not receive any proceeds from the Placing.
Citigroup Global Markets Limited +44 (0) 20 7500 5000
J.P. Morgan Cazenove +44 (0) 20 7742 4000
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the Selling Shareholders or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, subject to certain exemptions, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act). Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are ‘qualified investors’ within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression ‘Prospectus Directive’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering of the Placing Shares, Citi, J.P. Morgan Cazenove and any of their affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Citi and J.P. Morgan Cazenove which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting on behalf of the Selling Shareholders and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Citi and J.P. Morgan Cazenove will not regard any other person as their client in relation to the offering of the Placing Shares.