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Biffa plc - Results of the Placing

RNS Number : 7426P
Biffa plc
12 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THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH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

For immediate release

12 June 2020

Biffa plc

("Biffa" or the "Company")

Results of the Placing

 

 

Biffa announces the successful pricing of the non-pre-emptive placing of ordinary shares in the capital of the Company announced yesterday (the "Placing").

 

A total of 49,339,223 new ordinary shares in the capital of the Company (the "Placing Shares") have been placed by HSBC Bank plc ("HSBC") and Numis Securities Limited ("Numis") (together, the "Joint Global Coordinators"), at a price of 200 pence per Placing Share (the "Placing Price"). N.M. Rothschild & Sons Limited ("Rothschild & Co") acted as the sole financial adviser to the Company on the Placing. 

 

Concurrently with the Placing, all members of the Board and Executive Management Team of the Company will directly subscribe for an aggregate of 140,000 new ordinary shares in the capital of the Company (the "Subscription Shares"), at the Placing Price (the "Subscription"). In addition, retail and other investors have subscribed in the offer made by the Company via the PrimaryBid platform for a total of 520,776 new ordinary shares in the capital of the Company (the "Retail Shares" and, together with the Placing Shares and the Subscription Shares, the "New Shares") at the Placing Price (the "Retail Offer").

 

Together, the Placing, Subscription and Retail Offer of 49,999,999 new ordinary shares raised gross proceeds of approximately £100 million. The Placing Price of 200 pence represents a discount of 5.0 per cent to the closing share price of 210.5 pence on 11 June 2020. The New Shares being issued together represent approximately 19.99 per cent of the existing issued ordinary share capital of Biffa prior to the Placing, Subscription and Retail Offer.

 

The Company consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption as far as possible through the allocation process. The Company is pleased by the strong support it has received from existing shareholders and new investors (including a number of its existing and new retail shareholders via the Retail Offer).  

 

Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the New 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 LSE (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. on 16 June 2020. The Placing, the Subscription and the Retail Offer are conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Joint Global Co-ordinators and the Company not being terminated in accordance with its terms.

 

The New 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.

 

Following Admission, the total number of ordinary shares in issue in Biffa will be 299,999,999. The Company does not hold any shares in treasury, and therefore the total number of voting rights in Biffa will be 299,999,999 following Admission, and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Board and Executive Management Team participation in the Subscription

 

The following Board members and Executive Management Team of the Company and their close associates have agreed to subscribe for the number of Subscription Shares opposite his/her name as set out below:

 

Name

Number of Subscription Shares

Michael Topham

37,500

Richard Pike

25,000

Ken Lever

12,500

Mick Davis

10,000

Jeff Anderson

7,500

Gab Barbaro

5,000

David Martin

5,000

Michael Averill

5,000

Carol Chesney

1,750

 

 

Other non-PDMRs

30,750

 

 

Smaller related party transaction

Avenue Capital Group ("Avenue") is a substantial shareholder in the Company for the purposes of the Listing Rules as a result of having been entitled to exercise, or to control the exercise of, over 10 per cent. of the votes able to be cast at general meetings of the Company within the last 12 months. Avenue is therefore considered to be a related party of the Company for the purposes of the Listing Rules. Avenue has agreed to subscribe for 4,000,000 Placing Shares at the Placing Price for an aggregate consideration of approximately £8.0 million. The participation in the Placing by Avenue constitutes a "smaller" related party transaction and falls within Listing Rule 11.1.10R.

 

Enquiries

 

Biffa plc

Michael Topham, Chief Executive Officer

Richard Pike, Chief Financial Officer

 

HSBC                                                                                                                     +44 (0)20 7991 8888

Mark Dickenson

Sam Barnett

Richard Fagan

Robert Baker

 

Numis                                                                                                                   +44 (0)20 7260 1000

Mark Lander

Kevin Cruickshank

William Baunton

 

Rothschild & Co                                                                                               +44 (0)20 7280 5000

Stuart Vincent

Adam Young

 

Houston                                                                                                              +44 (0) 203 701 7660

Kate Hoare

 

 

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 (the "Announcement") 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 Placing 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 absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa. 

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing 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. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply. 

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 and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons. 

This Announcement is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of any securities referred to herein in any province or territory of Canada. In Canada, no prospectus has been filed with any securities commission or similar regulatory authority in respect of the securities referred to herein. No such securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the merits of any proposed offering of the securities referred to herein and any representation to the contrary is an offence.

The offering of any securities in Canada will be made on a private placement basis only in the provinces of Alberta, British Columbia, Ontario and Québec (the "Canadian Jurisdictions") to persons permitted to purchase such securities as identified and selected by the Joint Global Coordinators.  In Canada, this Announcement may be delivered, and securities referred to herein may be offered or sold, only to persons that are in the Canadian Jurisdictions and are (a) "accredited investors" as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, subsection 73.3(1) of the Securities Act (Ontario), and (b) "permitted clients" as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.  Any other person who receives this Announcement should not rely or act upon it.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Global Coordinators, by Rothschild & Co and/or by any of their respective directors, officers, employees, affiliates and/or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. 

HSBC is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulatory Authority and the Financial Conduct Authority (the "FCA"). Numis is authorised and regulated in the United Kingdom by the FCA. Rothschild & Co is authorised and regulated in the United Kingdom by the FCA. Each of the Joint Global Coordinators and Rothschild & Co is acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Global Coordinators and/or Rothschild & Co by FSMA or by the regulatory regime established under it, none of the Joint Global Coordinators nor Rothschild & Co nor any of their respective directors, officers, employees, affiliates and/or agents accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Joint Global Coordinators and/or Rothschild & Co and/or any of their respective directors, officers, employees, affiliates and/or agents in connection with the Company, the Placing Shares or the Placing. The Joint Global Coordinators, Rothschild & Co and each of their respective directors, officers, employees, affiliates and/or agents accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Global Coordinators, Rothschild & Co and/or any of their respective directors, officers, employees, affiliates and/or agents as to the accuracy, completeness or sufficiency of the information contained in this Announcement.   The Joint Global Coordinators are not acting for the Company with respect to the Retail Offer or the Subscription.

The distribution of this Announcement and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Global Coordinators, Rothschild & Co and/or any of their respective directors, officers, employees, affiliates and/or agents that would, or which is intended to, permit an offering of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Placing 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, the Joint Global Coordinators and Rothschild & Co 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 Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Company, the Joint Global Coordinators and/or Rothschild & Co.

The information in this Announcement may not be forwarded or distributed to any other person(s) and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. 

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 

The Placing Shares to be issued pursuant to the Placing 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. 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties. 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. 

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. 


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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ROIUASURRUUNAUR

Quick facts: Biffa PLC

Price: 203.5

Market: LSE
Market Cap: £616.61 m
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