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Biffa plc - Retail Offer via PrimaryBid.com

RNS Number : 7288P
Biffa plc
11 June 2020
 


THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

For immediate release

11 June 2020

Biffa plc

("Biffa" or the "Company")

Retail Offer via PrimaryBid.com

 

Retail Offer

 

Biffa, the UK's leading sustainable waste company, is pleased to announce a retail offer via PrimaryBid of new ordinary shares (the "Retail Shares") of 1 pence each in the capital of the Company (the "Retail Offer").

 

As separately announced today the Company has confirmed its intention to conduct a non-pre-emptive placing (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company (the "Placing Shares") through an accelerated bookbuilding process (the "Bookbuilding Process").

 

The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the close of the Bookbuilding Process. In conjunction with the Placing, all members of the Board and Executive Management Team intend to subscribe for new ordinary shares in the capital of the Company at the Placing Price (the "Subscription").

 

Reasons for the Retail Offer

 

While the Placing has been structured as a non-pre-emptive offer as it minimises cost, time to completion and management distraction during an unprecedented time for the Group, Biffa values its retail investor base and recognises the importance of pre-emption rights in the UK listed company environment.

 

After consideration of the various options available to it, the Company believes that the separate Retail Offer, which will give retail investors the opportunity to participate in the Company's equity fundraising alongside the Placing and the Subscription, is in the best interest of shareholders, as well as wider stakeholders in Biffa.

 

The net proceeds of the Retail Offer will be retained for the benefit of the Company and used for the same purpose as the proceeds of the Placing and the Subscription. The proposed Placing will put the Group's balance sheet in a position of strength, providing the flexibility and confidence to continue to pursue highly attractive identified organic and inorganic growth opportunities without delay in line with its strategy. The Board also anticipates a number of opportunities will arise from COVID-19, in particular in its Industrial & Commercial ("I&C") business, and balance sheet strength will allow the Group to move swiftly to take advantage of additional accretive distressed opportunities.

 

Details of the Retail Offer

 

Members of the public may participate in the Retail Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

 

The Retail Offer will be open to retail investors from 5.00p.m. on 11 June 2020.

 

Subscriptions under the Retail Offer will be considered by the Company on a "first come, first served" basis (with preference to be given to the Company's existing retail investors), subject to conditions (which are available to view on PrimaryBid.com).  Aggregate demand under the Retail Offer will be limited to EUR 8m, as is legally required.

 

The Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

 

Applications will be made (i) to the Financial Conduct Authority for admission of the Retail Shares to the premium listing segment of the Official List; and (ii) to London Stock Exchange plc for admission of the Retail Shares to trading on its main market for listed securities (together, "Admission").

 

Settlement for the Retail Shares and Admission are expected to take place on or before 8.00 a.m. on 16 June 2020. The Retail Offer is conditional upon Admission becoming effective and on the placing agreement entered into by the Company not being terminated in accordance with its terms prior to Admission.

 

 

Enquiries

 

Biffa plc

 

Michael Topham, Chief Executive Officer

Richard Pike, Chief Financial Officer

 

Primary Bid Limited

 

James Deal                                         +44 (0)20 3026 4750

 

Kieran D'Silva

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

 

IMPORTANT NOTICES

 

This Announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange.  Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Retail Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States

All offers of the Retail Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus.  No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

This Announcement has been issued by, and is the sole responsibility of, the Company.

The distribution of this Announcement and/or the offering of the Retail Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company and/or any of its directors, officers, employees, affiliates and/or agents that would, or which is intended to, permit an offering of the Retail Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Retail Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.  As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Retail Shares. Any investment decision to buy Retail Shares in the Retail Offer must be made solely on the basis of publicly available information, which has not been independently verified by the Company.

The Retail Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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Quick facts: Biffa PLC

Price: 203.5

Market: LSE
Market Cap: £616.61 m
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