ECP V, LLC Offer for Biffa plc (8025A)

TIDMBIFF

RNS Number : 8025A

ECP V, LLC

27 September 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 September 2022

RECOMMED CASH OFFER

Bears Bidco Limited

(a newly incorporated company controlled by funds managed by affiliates of ECP V, LLC)

for

BIFFA PLC

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

The board of directors of Bears Bidco Limited ("Bidco") and the board of directors of Biffa plc ("Biffa") (the "Biffa Board" or the "Biffa Directors") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of Biffa (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Acquisition, each Biffa Shareholder will be entitled to receive:

410 pence in cash per Biffa Share

In addition to the Acquisition Price, Biffa Shareholders who appeared on the register of members of Biffa on the 2022 Final Dividend Record Date shall have the right to receive and retain, without any consequential reduction in the consideration, a final dividend of 4.69 pence per Biffa Share for the 52 week period ended 25 March 2022 (the "2022 Final Dividend") as approved at Biffa's Annual General Meeting on 23 September 2022. The 2022 Final Dividend is due to be paid to such Biffa Shareholders by Biffa on 10 October 2022.

The Acquisition Price, together with the 2022 Final Dividend (the "Acquisition Value"), values the entire issued and to be issued ordinary share capital of Biffa at approximately GBP1.3 billion on a fully diluted basis.

The Acquisition Value represents a premium of approximately:

-- 28 per cent. to the Closing Price of 325 pence per Biffa Share on 6 June 2022 (being the last Business Day prior to the commencement of the Offer Period); and

-- 31 per cent. to the Volume Weighted Average Price of 318 pence per Biffa Share during the three month period ended 6 June 2022 (being the last Business Day prior to the commencement of the Offer Period).

If any dividend or other distribution in respect of the Biffa Shares (other than the 2022 Final Dividend) is declared, paid or made on or after the date of this Announcement, Bidco reserves the right to reduce the consideration payable for each Biffa Share under the terms of the Acquisition by the amount per Biffa Share of such dividend or distribution, in which case any reference in this Announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced.

In accordance with the reservations included in the announcement by Biffa of 7 June 2022, the Acquisition Price which is being recommended to Biffa Shareholders by the Biffa Directors is lower than the price disclosed by Biffa in its announcement of 7 June 2022.

Background to and reasons for the Offer

ECP has been investing in energy transition, environmental infrastructure, and sustainability-focused businesses for almost two decades. ECP believes that Biffa fits its investment criteria well due to Biffa's position as a leader in UK sustainable waste management, underpinned by a strong national brand and extensive service coverage led by an excellent management team and backed by powerful barriers to entry. ECP also places significant value on the strength of Biffa's relationships with its broad stakeholder base, its long-term track record, and its central role in supporting energy transition and the circular economy.

ECP intends to support Biffa's management in their efforts to continue developing the business by investing in the customer offering and future growth of its footprint, both organically and through targeted bolt-on acquisitions, such as supporting Biffa with its plan to consolidate the fragmented I&C collections market in which Biffa is a leader.

ECP believes that, following the Effective Date, it will be able to support Biffa as it continues to deliver on its strategic objectives whilst also enabling Biffa to respond to the structural shift in its industry over the medium to long term. ECP's access to patient capital will provide Biffa with the financial backing required to accelerate its growth which will help Biffa deliver its long-term potential.

ECP believes that it is uniquely positioned to accelerate Biffa's development at this critical juncture and that the Acquisition will provide additional attractive development opportunities as well as a spectrum of greener and more sustainable solutions for Biffa's stakeholders.

Recommendation

The Biffa Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Rothschild & Co has taken into account the commercial assessments of the Biffa Directors. Rothschild & Co is providing independent financial advice to the Biffa Directors for the purposes of Rule 3 of the Code.

Accordingly, the Biffa Directors intend to recommend unanimously that the Biffa Shareholders vote, or procure the voting in favour of, the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolution to be proposed at the General Meeting or, if (subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer, as all Biffa Directors who hold interests in Biffa Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do, or procure to be done, in respect of their own (and their connected persons') beneficial holdings of 1,516,697 Biffa Shares (in aggregate, representing approximately 0.50 per cent. of the Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)).

Irrevocable undertakings

In addition to the irrevocable undertakings from the Biffa Directors, Bidco has also received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from:

   --    Global Alpha Capital Management Ltd in respect of 32,347,192 Biffa Shares; and

-- Soros Fund Management LLC (through Quantum Partners LP, Palindrome Master Fund LP and Soros Capital LP) in respect of 10,319,796 Biffa Shares,

(together, representing, in aggregate, approximately 13.94 per cent. of the Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)).

In total therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting with respect to a total of 44,183,685 Biffa Shares (representing approximately 14.43 per cent. of the Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)). Full details of the irrevocable undertakings received by Bidco are set out in Appendix III to this Announcement.

Information on Biffa

Biffa is a leader in the UK's sustainable waste management industry and a key enabler of the UK's circular economy. The Biffa Group operates across the breadth of the waste management process, including surplus redistribution, recycling, treatment, energy generation, collection and disposal. Biffa's customer base for these services includes local governments (who are responsible for the management of household waste), large corporates and SMEs, and purchasers of end-product commodities and energy. The Biffa Group's operating segments are split into three divisions - Collections, Resources & Energy and Specialist Services.

Information on Bidco and ECP

Bidco is a newly incorporated company controlled by funds managed by affiliates of ECP. Bidco has not traded prior to the date of this Announcement nor has it entered into any obligation other than in connection with the Acquisition.

Founded in 2005, ECP is a global investment firm with more than $26 billion in capital commitments from more than 600 limited partners and a portfolio of more than 20 operating equity portfolio companies that serve customers around the world. ECP specialises in investing in operating companies across energy transition, electrification and decarbonisation infrastructure assets, including power generation, renewables and storage solutions, environmental infrastructure and sustainability, efficiency and reliability assets. Since its inception, ECP has invested in 59 portfolio companies, in part by completing over 100 transactions in respect thereof, representing more than $50 billion of enterprise value. This experience includes multiple investments in the waste management and recycling sectors. In many cases, ECP has made significant follow-on investments after the initial formation or acquisition of a portfolio company.

Timetable and Conditions

It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the whole of the issued and to be issued ordinary share capital of Biffa. The Scheme will be put to Biffa Shareholders at the Court Meeting and at the General Meeting . In order to become Effective, the Scheme must be approved by a majority in number of the Biffa Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The Resolution must also be approved by Biffa Shareholders at the General Meeting.

The Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Conditions include the receipt of regulatory approvals as further described in this Announcement.

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the form of election and associated forms of proxy, will be posted to Biffa Shareholders within 28 days of this Announcement (or such later time as Biffa, Bidco and the Takeover Panel agree) and the Court Meeting and the General Meeting are each expected to be held as soon as possible thereafter, giving the required notice for such meetings.

The Acquisition is currently expected to complete during the fourth quarter of 2022 or the first quarter of 2023, subject to the satisfaction or waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, Ken Lever, Chair of Biffa, said:

"Since IPO in October 2016, the successful pursuit of our growth strategy has seen Biffa expand its leadership position in its I&C collections business and oversee a significant investment programme across UK green economy infrastructure, strengthening its capabilities as one of the leading sustainable waste managers in the UK.

"ECP is an experienced investor in environmental infrastructure and sustainability assets and offers a supportive environment to accelerate the Group's further development and growth as a leading enabler of the circular economy.

"Whilst being lower than the proposal previously announced on 7 June 2022, it is the Biffa Board's view that this offer represents a compelling opportunity, particularly in a weakening economic environment, for shareholders to realise, in cash and with certainty, the potential for future value creation."

Commenting on the Acquisition, Andrew Gilbert, Partner of ECP, said:

"ECP is excited to begin this long-term partnership with Biffa and its extremely talented employees and leadership. We intend for Biffa to remain focused on providing the high level of service to which its customers have become accustomed and look forward to supporting Biffa's strategic initiatives, development, growth and industry leadership."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this summary and this Announcement. The appendices form part of this Announcement.

Enquiries:

Biffa

Michael Topham

Richard Pike

Rothschild & Co (Lead financial adviser to Biffa)

Stuart Vincent Tel: +44 (0)20 7280 5000

Robert Barnes

HSBC (Joint financial adviser and joint corporate broker to Biffa)

Anthony Parsons Tel: +44 (0)20 7991 8888

Joe Weaving

James Hopton

Numis (Joint financial adviser and joint corporate broker to Biffa)

Mark Lander Tel: +44 (0)20 7260 1000

Stuart Ord

Kevin Cruickshank

Houston (Public relations adviser to Biffa)

Kate Hoare Tel: +44 (0)20 4529 0549

Kay Larsen

ECP

Andrew Gilbert Tel: +1 (973) 671 6128

Barclays Bank PLC (Lead financial adviser to ECP and Bidco)

Omar Faruqui Tel: +44 (0)20 7623 2323

Richard Probert

Callum West

Joele Frank, Wilkinson Brimmer Katcher (Public relations adviser to ECP and Bidco)

Jonathan Keehner Tel: +1 (212) 355 4449

Woomi Yun

Kara Brickman

Latham & Watkins (London) LLP are retained as legal adviser to ECP and Bidco.

Linklaters LLP are retained as legal adviser to Biffa.

Evercore Partners International LLP is also acting as financial adviser to ECP and Bidco.

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Biffa and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Biffa for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this Announcement. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this Announcement.

Barclays Bank PLC ("Barclays"), acting through its investment bank, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for ECP and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than ECP and Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in this Announcement.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to ECP and Bidco and no one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters set out in this document and will not be responsible to anyone other than ECP and Bidco for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Financial Adviser in connection with the Acquisition or any statement contained herein or otherwise.

HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as financial adviser to Biffa and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Biffa for providing the protections afforded to clients of HSBC, or for providing advice in connection with the matters referred to herein. Neither HSBC nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of HSBC in connection with this Announcement or any matter referred to herein.

Numis Securities Limited ("Numis"), which is authorised and regulated in the UK by the FCA, is acting exclusively for Biffa and no one else in connection with the possible offer and other matters referred to in this Announcement and will not be responsible to anyone other than Biffa for providing the protections afforded to clients of Numis nor for providing advice in relation to the possible offer, the contents of this announcement or any transaction or any other matters referred to in this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

This Announcement does not constitute a prospectus or a prospectus exempted document.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas shareholders

This Announcement has been prepared for the purpose of complying with English law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom . Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Biffa Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Biffa Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction . To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction . Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Biffa outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Biffa, Bidco or ECP may contain certain "forward-looking statements" with respect to Biffa, Bidco and ECP. These forward-looking statements can be identified by the fact that they are prospective in nature and do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "aims", "projects" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies of ECP and/or Bidco and the expansion and growth of Biffa.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of ECP, Bidco or Biffa, nor any of their respective associates, affiliates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to ECP, Bidco or Biffa or any person acting on their behalf (including, but not limited to, any of their respective associates, affiliates, directors, officers, employees or advisers) are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. None of ECP, Bidco or Biffa assume any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for ECP, Bidco or Biffa in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per Biffa Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Biffa Share.

Right to switch to a Takeover Offer

Subject to the terms of the Co-operation Agreement, Bidco reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Biffa as an alternative to the Scheme. In such an event, the Takeover Offer will be made in accordance with the terms and conditions set out in this Announcement which would apply to the Scheme (with any modifications or amendments to such terms and conditions as may be required by the Takeover Panel or which are necessary as a result of Bidco's election to implement the Acquisition by way of a Takeover Offer), in accordance with the Co-operation Agreement and subject to the amendment referred to in Appendix I to this Announcement.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Biffa's website at www.biffa.co .uk , and on ECP's website at https://announcements.ecpgp.com , by no later than 12 noon on the Business Day following the date of this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting Equiniti Limited, either in writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom or by calling +44 (0)371 3842030. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. Calls outside the U.K. will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications - information for Biffa Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Biffa Shareholders, persons with information rights and other relevant persons for the receipt of communications from Biffa may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10(th) Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10(th) Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Biffa confirms that, as at the date of this Announcement, it had in issue 306,100,703 ordinary shares of one penny each (excluding shares held in treasury). No shares are held in treasury. The ISIN for the ordinary shares is GB00BD8DR117.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 September 2022

RECOMMED CASH OFFER

Bears Bidco Limited

(a newly incorporated company controlled by funds managed by affiliates of ECP V, LLC)

for

BIFFA PLC

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

   1.            Introduction

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, with the consent of the Takeover Panel).

   2.            The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each Biffa Shareholder will be entitled to receive:

410 pence in cash per Biffa Share

The Acquisition Value represents a premium of approximately:

-- 28 per cent. to the Closing Price of 325 pence per Biffa Share on 6 June 2022 (being the last Business Day prior to the commencement of the Offer Period); and

The Biffa Shares will be acquired by Bidco, fully paid, with full title guarantee, free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights or other interests and together with all rights existing now or hereafter attaching thereto (excluding any right to receive the 2022 Final Dividend), including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Biffa Shares (excluding the 2022 Final Dividend).

   3.            Recommendation

Accordingly, the Biffa Directors intend to recommend unanimously that Biffa Shareholders vote, or procure the voting in favour of, the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolution to be proposed at the General Meeting, as all Biffa Directors who hold interests in Biffa Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do in respect of their own (and their connected persons') beneficial holdings of 1,516,697 Biffa Shares (in aggregate, representing approximately 0.50 per cent. of the Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)).

Further details of these irrevocable undertakings are set out below and in Appendix III to this Announcement.

   4.            Background to and reasons for the Acquisition

Given generally supportive but uncertain public policy in the waste management sector, ECP believes that Biffa requires patient, sustained capital investment predicated on a long-term investment horizon. With a long-term view of capital allocation, Biffa will be best positioned to thrive in its key markets, which are underpinned by long-term growth drivers including the UK Government's policy objectives to increase plastics recycling and re-use, eliminate avoidable waste and achieve 65 per cent. recycling of municipal waste by 2035. These drivers and the importance of effective waste management more generally have been re-emphasised in the 2018 Resources & Waste Strategy, the Waste Management Plan for England published last year, and the Environment Act 2021. ECP intends to support Biffa's management in their efforts to continue developing the business by investing in the customer offering and future growth of its footprint, both organically and through targeted bolt-on acquisitions, such as supporting Biffa with its plan to consolidate the fragmented I&C collections market in which Biffa is a leader.

   5.            Background to and reasons for the recommendation

Biffa is a leader in sustainable waste management in the UK. Since its initial public offering ("IPO") in October 2016, Biffa has successfully:

-- materially grown the footprint of its I&C business, both organically and through delivering 26 synergistic acquisitions across the UK;

-- transformed the Resources & Energy division through the investment in its polymers business, the acquisition of certain recycling assets from Viridor and the development of its two energy from waste facilities which will provide a platform for future organic growth;

-- built its Specialist Services business, focussed on helping customers fulfil their sustainability ambitions by providing bespoke solutions with capabilities expanded to include waste reduction and redistribution, following the acquisition of Company Shop Group; and

-- delivered material value creation, with Biffa's share price having increased 81 per cent. from the 180 pence IPO price in October 2016 to 325 pence, being the Closing Price on 6 June 2022 (being the last Business Day prior to the commencement of the Offer Period).

Through these actions and investments in UK green infrastructure and services, Biffa has transformed into a leading enabler of the circular economy in the UK. In recent years Biffa has repositioned the business around four strategic areas of focus Reduce, Recycle, Recover and Collect. In doing so, Biffa has established a business model and service proposition that helps to enable a circular economy for its customers and aligns its positioning to the objectives of its customers, regulators and society.

The Biffa Board received a series of unsolicited and indicative proposals from ECP to acquire Biffa, the first of which was in February 2021. Following initial rejections and further discussion with ECP, the Biffa Board indicated to ECP that it had made a proposal which the Biffa Board was minded to recommend and granted ECP access to undertake limited confirmatory due diligence.

Despite being lower than the proposal previously announced on 7 June 2022, the Biffa Board believes that the Acquisition, at an Acquisition Price of 410 pence per Biffa Share (together with the 2022 Final Dividend of 4.69 pence per Biffa Share which will be paid to Biffa Shareholders on 10 October 2022), represents a compelling opportunity for shareholders, particularly in a weakening economic environment. The terms of the Acquisition represent a significant premium to Biffa's Volume Weighted Average Price over the three months prior to 7 June 2022, being the date of Biffa's announcement that it had received a proposal from ECP. The Acquisition also provides the opportunity for shareholders to crystallise the value of their holdings, delivering a compelling valuation that realises in cash, with certainty, the potential for future value creation.

The Biffa Board believes that an experienced infrastructure investor such as ECP is ideally placed to attribute an attractive value to Biffa's business activities that are both cash generative and offer defensive characteristics. It also recognises the significant benefits that ECP can bring in creating a supportive environment to continue its transformation as a leading enabler of the circular economy through organic and inorganic growth, with additional patient growth finance from private capital with a long-term investment horizon.

The Biffa Directors have taken several factors into account in considering the terms of the Acquisition, including:

-- the opportunity for Biffa Shareholders to realise their investment for cash at a premium of approximately 28 per cent. to the Closing Price per Biffa Share of 325 pence on 6 June 2022 (being the last Business Day prior to the commencement of the Offer Period);

-- the acquisition also eliminates inherent future risk to Biffa Shareholders of broader market factors, including, but not limited to, inflationary pressure, regulatory changes, commodity price exposure and risk of economic contraction;

-- the acquisition of Biffa by ECP eliminates Biffa Shareholders' exposure to any potential historic landfill tax liabilities, the value of which is highly uncertain and may be significant;

-- the transaction itself is in line with Biffa's long-term strategy of maximising returns for Biffa Shareholders, whilst looking to mitigate risk; and

-- ECP's intention to continue to invest in Biffa's businesses to improve the long-term strategic value of Biffa's businesses for the benefit of all stakeholders and the future opportunities for Biffa, including growth in green investments and its acquisition pipeline which will be easier for Biffa to achieve under private ownership.

Accordingly, the directors of Biffa intend to recommend unanimously that Biffa Shareholders vote in favour of the Scheme.

   6.            Conditions

The Acquisition is conditional, amongst other things, upon:

(a) the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Biffa Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Biffa and the Court may allow);

(b) the passing of the Resolution necessary to implement the Scheme by the requisite majority at the General Meeting to be held on or before the 22(nd) day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Biffa may agree and the Court may allow); and

(c) the receipt of approval from the Gibraltar Financial Services Commission (the "GFSC") for the proposed change in control of Bray Insurance Company Limited or it otherwise being regarded under the Gibraltar Financial Services Act 2019 (the "FSA") as having approved the same.

The attention of Biffa Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

   7.            Irrevocable undertakings

Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, to accept such offer) from all of the Biffa Directors who hold Biffa Shares (in a personal capacity or through a nominee) in respect of their entire beneficial holdings of Biffa Shares, amounting, in aggregate, to 1,516,697 Biffa Shares (representing, in aggregate, approximately 0.50 per cent. of the Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)).

   --    Global Alpha Capital Management Ltd in respect of 32,347,192 Biffa Shares; and

-- Soros Fund Management LLC (through Quantum Partners LP, Palindrome Master Fund LP and Soros Capital LP) in respect of 10,319,796 Biffa Shares,

(together, representing, in aggregate, approximately 13.94 per cent. of the Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)).

In total therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting with respect to a total of 44,183,685 Biffa Shares (representing approximately 14.43 per cent. of the Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)). Further details of these irrevocable undertakings (including details of the circumstances in which they cease to be binding) are set out in Appendix III to this Announcement.

   8.            Information on ECP and Bidco

Bidco

ECP

It is intended that certain third parties will invest indirectly in Bidco on or around the Effective Date via a co-investment limited partnership controlled by affiliates of ECP. Further details will be provided in the Scheme Document.

   9.            Information on Biffa

-- Collections : This comprises the Industrial & Commercial ("I&C") and Municipal businesses. The I&C business provides waste collection and materials handling services for commercial customers, covering 95 per cent. of UK postcodes. Biffa is the largest collector of I&C waste in the UK, benefitting from scale and route densities. The Municipal business is the second largest in the UK domestic market, providing household waste and recycling collections, street cleaning and other services for households, on behalf of local authorities across the country.

-- Resources & Energy : This includes the Recycling, Organics, Inerts and Landfill Gas businesses, and focuses on the treatment, recycling, energy recovery and ultimate disposal of waste. Biffa seeks to maximise the recovery of resources and energy through its leading waste treatment and processing capabilities.

-- Specialist Services : This business provides bespoke solutions to customers who have more complex waste requirements such as manufacturing and distribution businesses, and includes on-site services and equipment rental, hazardous waste collection and treatment, and packaging producer responsibility compliance services. This division also includes the Company Shop Group, the UK's leading and largest redistributor of surplus food and household products, which was acquired by Biffa in 2021.

   10.          HMRC Landfill Tax Enquiry

The Biffa Group is currently the subject of an HMRC enquiry (the "Enquiry") regarding certain aspects of its Landfill Tax compliance as part of concerns HMRC has regarding possible misclassification of waste across the industry. Operators of landfill sites, such as Biffa, are responsible for collecting Landfill Tax and paying it to HMRC. Excise Notice LFT1: a general guide to Landfill Tax ("LFT1") sets out guidance published by HMRC on the application of Landfill Tax legislation to the activities of landfill site operators. Biffa strongly refutes HMRC's concerns, is fully co-operating with HMRC in relation to the Enquiry and is receiving advice from Ernst & Young ("EY"). There are a range of possible outcomes to the Enquiry and it is difficult to accurately ascertain the quantum of any potential liability arising from the enquiry with any certainty or precision. To date, no formal claim for tax has been received from HMRC, there is no certainty that HMRC will bring a claim and it is likely that it will be some time before the Enquiry reaches a conclusion.

Background to the Enquiry

In February 2020, Biffa Waste Services Limited ("BWSL") was notified by HMRC that it had concerns regarding certain aspects of Landfill Tax compliance that may have led to an underpayment of Landfill Tax and was conducting an enquiry, primarily relating to the interpretation of the qualifying fines regime set out in LFT1. HMRC also raised concerns, based on its analysis of BWSL's data, over the potential conduct of BWSL and specific customers which may have led to the incorrect rate of Landfill Tax being paid.

In May 2020, an interim report was submitted by EY and BWSL to HMRC addressing a number of the concerns raised by HMRC and outlining some immediate changes to processes at landfill sites operated by Biffa, which were made on a without prejudice basis, to mitigate the risk of any ongoing potential liability.

In March 2021, a disclosure report and supporting data (the "Disclosure Report"), prepared by EY and BWSL, was submitted to HMRC. The declared liability of BWSL in the Disclosure Report was approximately GBP170,000, with the other concerns, including those relating to the potential conduct of BWSL and specific customers, strongly refuted.

In February 2022, BWSL received a further letter from HMRC which responded to a number of specific findings in the Disclosure Report, asserted specific amounts that they considered were due and indicated that HMRC would be carrying out further work on other aspects of the Disclosure Report. Following receipt of this letter, further detailed work has been carried out by Biffa and its advisers.

Protective assessments

HMRC has issued protective assessments totalling approximately GBP153 million to BWSL in respect of the period from March 2016 to March 2020. In addition, in June 2022, HMRC issued approximately GBP15 million of further protective assessments, the majority of which were in relation to the period April to June 2020, to cover the period to the end of the Disclosure Report. Consistent with their usual practice when conducting an enquiry that may result in additional liability to tax, the protective assessments have been issued by HMRC before the conclusion of the Enquiry to ensure that any claim for payment of Landfill Tax that may be made by HMRC as a result of the findings of the Enquiry is not time-barred.

These protective assessments are not necessarily an indication of what liability may ultimately arise, nor is their existence an indication that a claim will be brought against BWSL by HMRC. BWSL is not currently required to make payment to HMRC or reserve or ringfence funds for a possible payment as a result of these protective assessments, however it has made a payment on account of GBP170,000 for the declared liability under the Disclosure Report.

Potential outcomes and liabilities

In Biffa's view, based on advice received to date, there are a range of possible outcomes to the Enquiry. BWSL's potential liability to Landfill Tax for the relevant period could range from approximately GBP170,000 (based on the declared liability in the Disclosure Report) up to approximately GBP168 million (being the amount raised in protective assessments to date), plus potential penalties and interest. In addition, BWSL will incur further costs in conducting and responding to the Enquiry.

To date the Biffa Group has not received any formal claim from HMRC with regard to the matters that are the subject of the Enquiry. The Enquiry is expected to continue into 2023. At the end of the Enquiry, HMRC will be required to confirm the amount of the protective assessments. If BWSL does not accept HMRC's decision, then BWSL will be entitled to request a formal statutory review by HMRC. Assuming HMRC upholds its decision in respect of all or part of the assessments, BWSL will have 30 days from the date of HMRC's review decision to submit an appeal to the First-tier Tax Tribunal ("FTT") to challenge HMRC and formally protect BWSL's position. To bring the appeal, BWSL would be required to pay the assessed Landfill Tax to HMRC at that stage, although BWSL could make a hardship application to HMRC to secure their agreement to the deferral of the payment of the assessed tax, failing which BWSL could apply to the FTT directly on grounds of hardship. If the Enquiry resulted in BWSL being liable to pay additional Landfill Tax, such amounts should be tax deductible.

Provision and contingent liability

A provision of GBP3 million was recognised in the year to 26 March 2021, based on Biffa's best estimate of the liabilities at that point in time, recognising the fact that the Enquiry was at an early stage. This reflected the information that had been shared with Biffa at that time and the Directors' expectations of how the matter would be resolved. Following the receipt of further correspondence from HMRC in February 2022, the provision has been increased to GBP20 million for the year ending 25 March 2022.

This reflects Biffa's best estimate of the potential liabilities arising from all specific amounts asserted by HMRC to date. Further liabilities could however arise, and the cost of settling these liabilities could vary from the provision recognised. Changes to this liability in the future cannot currently be estimated.

Broader concerns have also been raised by HMRC about how certain requirements within the qualifying fines regime set out in LFT1 were intended to be applied in practice, and the extent to which Biffa has complied with these requirements. No specific amounts have been associated with these issues to date by HMRC. Based on advice received to date for these broader concerns, noting the early stages of the Enquiry, the Biffa Directors do not consider a liability is likely to arise in respect of these broader concerns and therefore this is treated as a contingent liability, with no provision being recognised in respect of these issues.

Notes 1 (General Information), 4 (Provision for HMRC Landfill Tax Enquiry) and 5 (Contingent Liabilities) in the Biffa Group's full year results announcement for the 52 week period ended 25 March 2022 contains disclosure in respect of the Enquiry.

The Enquiry is a separate matter to the legal disputes with HMRC previously disclosed in Note 31 (Contingent Liabilities) in the 2021 Annual Report and Accounts relating to: (i) certain waste materials deposited in Biffa's landfill sites from 2009 to 2012 (known as EVP and fluff); and (ii) hazardous waste. A charge of GBP20.8 million has been recognised for the 52 week period ended 25 March 2022 in respect of the historic EVP and fluff dispute, following Biffa being refused leave to appeal by the Supreme Court (and consequently the conclusion of this dispute).

Bidco Due Diligence and Board Recommendation

Bidco has been provided with relevant information relating to the Enquiry as part of its due diligence exercise in relation to the Acquisition. The terms of the Acquisition (including the Acquisition Price ) take into account Bidco's findings from such exercise. The Biffa Directors, in considering the terms of the Acquisition (including the Acquisition Price ) and their recommendation of the Acquisition, have also taken into account the potential outcomes of the Enquiry and the risk of liabilities arising from it.

   11.          Management, employees, research and development and locations of the Biffa Group

Employees and Management

Bidco attaches great value to the skills, experience and deep commitment of the existing management and employees of Biffa, and believes that they will be a key factor in maximising the long-term success of Biffa.

Once Biffa ceases to be a listed company, a limited number of public company-related functions may be reduced in scope or become unnecessary. Bidco has not yet developed proposals as to the extent of any resultant headcount reductions, or how they will be implemented, but intends to work with Biffa's management after the Effective Date to identify how many individuals may be in affected roles and to explore whether they might be reassigned to other appropriate roles within Biffa. Bidco intends to support any steps taken by Biffa management to reassign individuals in this way, and confirms that the intention is for any individuals impacted to be treated in a manner consistent with Biffa's high standards and culture, including undertaking appropriate consultation with affected employees.

Save as set out above in respect of a limited number of public company-related functions, Bidco does not intend to make any material change in the number of, balance of skills and functions of, or terms and conditions of employment of, the employees and management of the Biffa Group. Further, Bidco does not intend to make any material changes to the research and development functions of the Biffa Group.

Bidco has agreed that, subject to the Scheme becoming Effective, if the employment of any Biffa's employee is terminated prior to the first anniversary of the Effective Date (other than "for cause"), the employee will:

(a) not be required to work their period of notice and thus will be paid in lieu of the applicable notice period;

(b) receive a redundancy payment of no less than double any applicable statutory redundancy payment;

(c) where they are participating in a bonus arrangement, receive a bonus calculated in the normal way consistent with past practice, on a pro rata basis to the date of termination;

   (d)           be treated as a good leaver under applicable bonus and share plan arrangements; and

(e) receive a r easonable and appropriate contribution to legal fees if required to enter into a settlement agreement on termination.

The board of directors of Bidco confirms that, upon the Scheme becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all management and employees of the Biffa Group will be fully observed in accordance with applicable law.

Bidco has also confirmed that, until 31 March 2024, it will maintain at least the same base pay, benefits, allowances and terms relating to pension accrual and/or contributions as in place immediately prior to the Effective Date. Further, until 31 March 2024, Bidco will ensure that Biffa honours existing contractual variable pay opportunities (save that opportunities under share-based incentive plans may be replaced with opportunities under cash-based plans), in respect of annual bonus awards, maintain applicable performance metrics (both financial and individual/personal) save that where that is not reasonably practicable by reason of the Acquisition, Bidco will ensure that any replacement metrics are not materially more difficult to achieve than the metrics in place prior to the Effective Date.

Upon the Scheme becoming Effective, the non-executive directors of Biffa will resign and from that point will cease to be directors of Biffa.

Pension Schemes

Biffa operates the Biffa Pension Scheme, a defined benefit pension scheme in the United Kingdom for the benefit of certain of its past and current employees (the "Biffa DB Scheme") which, at the last full actuarial valuation as at 21 March 2021, revealed a funding surplus of approximately GBP19.3 million on technical provisions basis and a deficit of GBP106.8 million on a buyout/solvency basis.

A funding update (prepared by the actuary to the Biffa DB Scheme) shows that, as at 14 September 2022, the funding position had improved since the last full actuarial valuation. The technical provisions surplus had increased to GBP29.3 million and buyout/solvency deficit had decreased to GBP44.0 million.

In addition to the Biffa DB Scheme, Biffa operates or participates in defined contribution arrangements, three further defined benefit arrangements and a number of local government pension arrangements for the benefit of its past and current employees.

Bidco recognises the importance of upholding Biffa's pension obligations and ensuring that all of Biffa's pension schemes, including the Biffa DB Scheme, are appropriately funded in accordance with statutory requirements and their governing documentation.

Bidco does not intend to make any material changes to the terms and conditions of the pension schemes which Biffa operates and in which it participates. In particular, Bidco does not have plans to make any changes to the current funding arrangements for the pension schemes (including the level of employer contributions), the accrual of benefits for existing members and the admission of new members.

Bidco has engaged and had constructive discussions with the trustee of the Biffa DB Scheme and looks forward to continuing a positive and supportive relationship with the trustee in the period prior to and following the Effective Date.

Incentivisation and retention arrangements

In order to promote the retention of certain Biffa employees (including the Biffa executive directors) following the Effective Date, Bidco has agreed that, as soon as reasonably practicable after the Effective Date, it will grant to employees who held awards granted on 14 June 2021 under the Biffa Performance Share Plan immediately prior to the Court Order ("Relevant Awards") cash bonuses subject to continued employment (the "Transition Awards"). The value of each eligible participant's Transition Award will be calculated by reference to an agreed formula based on the value of the participant's Relevant Awards that lapsed on the Acquisition due to time pro-rating. Each Transition Award will be payable on the vesting date of the participant's Relevant Award that it replaces.

As required by, and solely for the purposes of, Rule 16.2 of the Code , Rothschild & Co has (in their capacity as independent advisers to Biffa for the purposes of Rule 3 of the Code) reviewed the terms of the Transition Awards together with other information deemed relevant and advised Biffa that the Transition Awards are fair and reasonable so far as the Biffa Shareholders are concerned. In providing their advice, Rothschild & Co has taken into account the commercial assessments of the Biffa Directors.

Bidco believes that the ongoing participation of senior management of the Biffa Group is very important to the future success of the Biffa Group. Accordingly, Bidco has agreed that, following the Effective Date, it will put in place, for certain senior Biffa employees (including the Biffa executive directors) who were granted awards in 2022 under the Biffa Performance Share Plan, an alternative incentive scheme (or alternative incentive schemes) which will be established by Bidco following consultation with the Chief Executive Officer of Biffa. However, no further discussions in relation to such arrangements have yet taken place.

Bidco has acknowledged that Biffa may wish to put in place cash retention arrangements for certain key employees (excluding the executive directors of Biffa) the terms of which will be determined by the Chief Executive Officer of Biffa, subject to advance consultation with Bidco and taking into account, in good faith, any reasonable representations made by Bidco. No further discussions between Bidco and Biffa in relation to such arrangements have yet taken place.

Location of business, fixed assets, headquarters and headquarters functions

Bidco has no plans to change the locations of business, headquarters or headquarters functions of Biffa. Following the Effective Date, Bidco, alongside current management, intends to conduct a customary strategic review of Biffa's portfolio. Bidco does not intend to redeploy the fixed assets of Biffa but may, in the future, consider and implement strategic alternatives concerning certain assets owned by the Biffa Group.

Trading Facilities

The Biffa Shares are currently listed on the Official List and admitted to trading on the Main Market. As set out in paragraph 16 , applications will be made for the cancellation of the listing of the Biffa Shares on the Official List and the cancellation of trading of the Biffa Shares on the Main Market.

No statements in this paragraph 11 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

   12.          Financing

The cash consideration payable to the Biffa Shareholders under the terms of the Acquisition will be financed by a combination of: (a) indirect capital contributions to Bidco by funds managed by affiliates of ECP (in connection with which an equity commitment letter has been entered into with Bidco) (the "Equity Injection"), and (b) a term facility in an amount equal to GBP100 million to be provided to Bidco by the Original Lenders (the "Term Facility"), the proceeds of which may, in summary, be used to (i) fund the cash consideration payable to Biffa Shareholders under the terms of the Acquisition; (ii) pay fees, costs and expenses in connection with the Term Facility, RCF Facility (as defined below) and the Acquisition (together being the "Acquisition Costs"); and (iii) refinance certain existing indebtedness of the Biffa Group. Following the Effective Date, all or part of the Term Facility may be novated to, assumed by, or otherwise transferred to, a member of the Biffa Group.

In addition the Original Lenders will provide a multi-currency revolving credit facility to Bidco in an amount equal to GBP225 million which can be used for, amongst other things, financing or refinancing certain indebtedness of the Biffa Group, the payment of Acquisition Costs (provided that no more than GBP75 million may be applied towards such purpose), general corporate purposes and working capital needs (the "RCF Facility" and, together with the Term Facility, the "Facilities"). The RCF Facility may also be made available to certain members of the Biffa Group following the Effective Date.

Bidco has entered into a facilities agreement with the Original Lenders as original lenders, the Arrangers as arrangers and National Westminster Bank plc as agent documenting the Term Facility and the RCF Facility, in each case on a certain funds basis customary for acquisitions financings of this nature.

The Equity Injection may be partially financed by a short term bridge facility in an amount up to GBP200 million to be provided by Barclays Bank PLC to ECP V Bears Aggregator, LP, a newly incorporated Delaware limited partnership which is an indirect holding company of Bidco and is controlled by funds managed by ECP (the "Equity Bridge Facility"). The Equity Bridge Facility will be available on a certain funds basis.

Barclays, in its capacity as financial adviser to Bidco, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the consideration payable to Biffa Shareholders in connection with the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

   13.          Offer-related arrangements

Confidentiality Agreement

An affiliate of ECP entered into a confidentiality agreement with Biffa dated 31 January 2022 pursuant to which, amongst other things, such affiliate has undertaken to: (a) subject to certain exceptions, keep information relating to Biffa confidential and not to disclose it to third parties; and (b) use such confidential information for the sole purpose of considering, evaluating, negotiating, advising on, furthering or implementing the Acquisition. The confidentiality obligations remain in force notwithstanding termination of discussions or negotiations relating to the Acquisition. The Confidentiality Agreement further includes standstill obligations which restricted such affiliate and its affiliates and its and their limited partners, in each case who received confidential information under the Confidentiality Agreement, from acquiring or offering to acquire interests in certain securities of Biffa; those restrictions ceased to apply on the making of this Announcement. The Confidentiality Agreement also contains restrictions on such affiliate and its affiliates soliciting or employing certain employees of Biffa.

Co-operation Agreement

Bidco and Biffa entered into a co-operation agreement on or around the date of this Announcement (the "Co-operation Agreement") in connection with the Acquisition.

Pursuant to the Co-operation Agreement, each of Bidco and Biffa has agreed to co-operate with each other for the purposes of obtaining the relevant regulatory approval (being the Condition set out in paragraph 3 (a) of Appendix I to this Announcement) and preparing the Scheme Document. The Co-operation Agreement also contains certain provisions regarding a switch to implement the Acquisition by way of a Takeover Offer.

The Co-operation Agreement will terminate, amongst other things: (i) if it is agreed in writing between Bidco and Biffa at any time prior to the Effective Date; (ii) upon service of written notice by Bidco to Biffa if (amongst other things) certain changes occur in relation to the Biffa Board's recommendation of the Acquisition; or (iii) upon service of written notice by Bidco to Biffa or Biffa to Bidco if (amongst other things) the Acquisition (whether implemented by way of a Scheme or a Takeover Offer) lapses, terminates or is withdrawn on or prior to the Long Stop Date (other than in certain circumstances including a switch to a Takeover Offer agreed between Biffa and Bidco), a third party has announced a firm intention to make an offer or revised offer for Biffa which completes, becomes effective or is declared or becomes unconditional in all respects prior to the Long Stop Date or, if the Scheme is not approved by the requisite majority of the holders of the Scheme Shares at the Court Meeting and/or Biffa Shareholders at the General Meeting.

The Co-operation Agreement also contains provisions that will apply in respect of certain employee-related matters, the Biffa Share Plans and the Biffa SIP.

   14.          Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Biffa and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of Biffa. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme .

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things, the:

(a) approval of a majority in number of the Biffa Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

(b) approval by the requisite majority of the Resolution at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme .

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Sanction Hearing before it can become Effective.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting or whether they voted in favour of or against the Scheme.

The Scheme will contain a provision for Bidco and Biffa to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Biffa has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Biffa Shareholders should be held in these circumstances.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Scheme Shareholders. The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Biffa Shareholders within 28 days of the date of this Announcement, unless Bidco and Biffa otherwise agree, and the Takeover Panel consents, to a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Biffa's website at www.biffa.co.uk .

At this stage, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, Bidco and Biffa expect the Acquisition to become Effective during the fourth quarter of 2022 or the first quarter of 2023.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Bidco and Biffa may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

Right to switch to a Takeover Offer

   15.          Biffa Share Plans and Biffa SIP

Participants in the Biffa Share Plans and the Biffa SIP will be contacted regarding the effect of the Acquisition on their awards and options under the Biffa Share Plans and shares held pursuant to the Biffa SIP and, where relevant, appropriate proposals will be made to participants in the Biffa Share Plans pursuant to Rule 15 of the Code in due course. Further details of the impact of the Acquisition on each of the Biffa Share Plans and the Biffa SIP will be set out in the Scheme Document.

   16.          De-listing and re-registration

It is intended that an application will be made to (i) the FCA to cancel the listing of the Biffa Shares on the Official List, and (ii) the London Stock Exchange to cancel trading of the Biffa Shares on the Main Market, in each case to take effect on or shortly after the Effective Date. The last day of dealings in Biffa Shares on the Main Market is expected to be the Business Day immediately prior to the Sanction Hearing and no transfers will be registered after 6.00 p.m. (London time) on that date.

Upon the Scheme becoming Effective, share certificates in respect of the Biffa Shares will cease to be valid and should be destroyed. In addition, entitlements to Biffa Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that Biffa will be re-registered as a private limited company under the relevant provisions of the Companies Act.

   17.          Disclosure of interests in Biffa

As at the close of business on 26 September 2022, being the last Business Day prior to the date of this Announcement, save for the irrevocable undertakings referred to in paragraphs 3 (Recommendation) and 7 (Irrevocable undertakings) above, neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco:

   (a)           had an interest in, or right to subscribe for, relevant securities of Biffa;

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Biffa;

(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Biffa; or

(d) had borrowed or lent any Biffa Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 to Rule 4.6 of the Code).

Furthermore, save for the irrevocable undertakings described in paragraph 7 (Irrevocable undertakings) above, no arrangement exists between Bidco or Biffa or a person acting in concert with Bidco or Biffa in relation to Biffa Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Biffa Shares which may be an inducement to deal or refrain from dealing in such securities.

   18.          Documents on display

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Biffa's website at www.biffa.co.uk , and on ECP's website at https://announcements.ecpgp.com , until the end of the Offer Period:

   --    this Announcement; 
   --    the Confidentiality Agreement; 
   --    the irrevocable undertakings referred to in paragraph 7 ; 
   --    the Co-operation Agreement; and 
   --    consent letters from each of Barclays, Evercore, HSBC, Numis and Rothschild & Co;

-- the documents entered into in relation to the financing of the Acquisition referred to in paragraph 12 above.

Save as expressly referred to in this Announcement, the contents of Biffa's and ECP's websites (including the documents listed above) are not incorporated into, and do not form part of, this Announcement.

   19.          General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Biffa Shareholders within 28 days of the date of this Announcement, (or by such later date as Bidco and Biffa may agree, with the consent of the Takeover Panel).

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, Biffa Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Barclays, Evercore, HSBC, Numis and Rothschild & Co have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

Biffa

Michael Topham

Richard Pike

Rothschild & Co (Lead financial adviser to Biffa)

Stuart Vincent Tel: +44 (0)20 7280 5000

Robert Barnes

HSBC (Joint financial adviser and joint corporate broker to Biffa)

Anthony Parsons Tel: +44 (0)20 7991 8888

Joe Weaving

James Hopton

Numis (Joint financial adviser and joint corporate broker to Biffa)

Mark Lander Tel: +44 (0)20 7260 1000

Stuart Ord

Kevin Cruickshank

Houston (Public relations adviser to Biffa)

Kate Hoare Tel: +44 (0)20 4529 0549

Kay Larsen

ECP

Andrew Gilbert Tel: +1 (973) 671 6128

Barclays Bank PLC (Lead financial adviser to ECP and Bidco)

Omar Faruqui Tel: +44 (0)20 7623 2323

Richard Probert

Callum West

Joele Frank, Wilkinson Brimmer Katcher (Public relations adviser to ECP and Bidco)

Jonathan Keehner Tel: +1 (212) 355 4449

Woomi Yun

Kara Brickman

Latham & Watkins (London) LLP are retained as legal adviser to ECP and Bidco.

Linklaters LLP are retained as legal adviser to Biffa.

Evercore Partners International LLP is also acting as financial adviser to ECP and Bidco.

Important Notices

This Announcement does not constitute a prospectus or prospectus exempted document.

Overseas shareholders

Forward-looking statements

No profit forecasts or estimates

Right to switch to a Takeover Offer

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Biffa's website at www.biffa.co.uk , and on ECP's website at https://announcements.ecpgp.com , by no later than 12 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

Electronic communications - information for Biffa Shareholders

Rounding

Disclosure requirements of the Code

Rule 2.9 of the Code

APPIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

1. The Acquisition is conditional upon the Scheme becoming Effective, subject to the Code, by not later than 11.59 p.m. (London time) on the Long Stop Date .

   2.         The Scheme shall be subject to the following conditions:

(a)

(i) its approval by a majority in number of the Biffa Shareholders who are on the register of members of Biffa at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the Biffa Shares voted by those Biffa Shareholders; and

(ii) such Court Meeting (and any separate class meeting which may be required) being held on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Biffa may agree and the Court may allow);

(b)

(i) the passing of the Resolution necessary to implement the Scheme by the requisite majority at the General Meeting (or any adjournment thereof), and

(ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Bidco and Biffa may agree and the Court may allow);

(c)

(i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Bidco and Biffa), and

(ii) the Sanction Hearing being held on or before the 22(nd) day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date, if any, as Bidco and Biffa may agree and the Court may allow); and

   (d)        delivery of a copy of the Court Order to the Registrar of Companies.

3. In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Sanction Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

Regulatory

(a) in respect of each Section 111 notice under the FSA which Bidco or any other person who has decided to acquire or increase control over Bray Insurance Company Limited is under a duty to give in connection with the proposed implementation of the Acquisition:

(i) the GFSC having given notice in writing pursuant to section 122(4) of the FSA that it has determined unconditionally to approve each such acquisition or increase in control pursuant to section 118 of the FSA ;

(ii) in relation to such acquisition or increase in control, the GFSC having given notice in writing pursuant to section 122(7) of the FSA subject to condition(s) made in accordance with section 120 of the FSA specified in the decision notice and such condition(s) being satisfactory to Bidco and any other proposed controllers; or

(iii) the GFSC being treated, under section 122(6) of the FSA , as having approved each such acquisition or increase in control;

Third Party Regulatory action

(b) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition, the Wider Biffa Group or the Wider Bidco Group, as the case may be, in each case, taken as a whole):

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Biffa Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider Biffa Group or any member of the Wider Bidco Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Bidco Group or the Wider Biffa Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Biffa Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in Biffa or on the ability of any member of the Wider Biffa Group or any member of the Wider Bidco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider Biffa Group;

(iv) except as Disclosed, result in any member of the Wider Biffa Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Biffa by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, or materially restrict, restrain or delay or otherwise materially interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of Biffa by any member of the Wider Bidco Group;

(vi) impose any material limitation on the ability of any member of the Wider Bidco Group or any member of the Wider Biffa Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Biffa Group;

(vii) otherwise materially adversely affect all or any of the business, value, assets, liabilities, profits, operational performance, financial or trading position or prospects of any member of the Wider Biffa Group or any member of the Wider Bidco Group;

and all applicable waiting time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference under the laws of any jurisdiction in respect of the Acquisition having expired, lapsed or been terminated;

Notifications, waiting periods and authorisations

(c) all material notifications, filings or applications which are necessary under any applicable legislation or regulation having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations deemed reasonably necessary by Bidco in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Biffa or any other member of the Wider Biffa Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco (acting reasonably) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Biffa Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

Biffa Shareholder resolution

(d) except with the consent or the agreement of Bidco, no action having been taken or proposed by any member of the Biffa Group, or having been approved by a resolution of Biffa Shareholders, or consented to by the Takeover Panel, which falls within or under Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

(e) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Biffa Group is a party or by or under which any such member or any of its assets is bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition or because of a change in the control of any member of the Wider Biffa Group as a result of the Acquisition, would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider Biffa Group taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Wider Biffa Group being adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being terminated, taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider Biffa Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) any material assets or material interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii) the financial or trading position or prospects of, any such member being prejudiced or adversely affected; or

(ix) the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Biffa Group is a party or by or under which any such member or any of its assets are bound, entitled or subject, would reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3 (e)(i) to (ix) above, in each case which is or would be material in the context of the Wider Biffa Group taken as a whole;

Certain events occurring since 25 March 2022

   (f)        except as Disclosed, no member of the Wider Biffa Group having since 25 March 2022:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Biffa Shares out of treasury (except, where relevant, as between Biffa and wholly-owned subsidiaries of Biffa or between the wholly-owned subsidiaries of Biffa and except for the issue or transfer out of treasury of Biffa Shares on the vesting of awards or exercise of options in the ordinary course under the Biffa Share Plans);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Biffa or the JV Companies to Biffa or any of its wholly-owned subsidiaries or the JV Companies, other than the 2022 Final Dividend;

(iii) other than pursuant to the Acquisition (and except for transactions between Biffa and its wholly-owned subsidiaries or the JV Companies or between the wholly-owned subsidiaries of Biffa or the JV Companies and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Biffa Group taken as a whole or in the context of the Acquisition;

(iv) except for transactions between Biffa and its wholly-owned subsidiaries or the JV Companies or between the wholly-owned subsidiaries of Biffa or the JV Companies and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between Biffa and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Biffa issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider Biffa Group taken as a whole or in the context of the Acquisition;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an onerous nature or magnitude, otherwise than in the ordinary course of business and in each case to an extent which is material in the context of the Wider Biffa Group taken as a whole;

(vii) entered into or materially varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Biffa Group, otherwise than in the ordinary course of business in each case to an extent which is material in the context of the Wider Biffa Group taken as a whole;

(viii) establish any share option scheme or incentive scheme in respect of the Wider Biffa Group;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between Biffa and wholly-owned subsidiaries of Biffa or between the wholly-owned subsidiaries of Biffa);

(x) waived, compromised or settled any claim other than in the ordinary course of business and which is material in the context of the Wider Biffa Group as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Biffa Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider Biffa Group taken as a whole;

(xii) save as disclosed on publicly available registers or required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents;

(xiii) made, agreed or consented to any significant change to: (A) the terms of the trust deeds and rules constituting the occupational pension scheme(s) established by any member of the Wider Biffa Group for its directors, employees or their dependants (the "Biffa Pension Schemes"); (B) the benefits which accrue, or the pensions which are payable, under the Biffa Pension Schemes; or (C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions paid under the Biffa Pension Schemes are calculated or determined;

   (xiv)    established any pension scheme(s) in respect of the Wider Biffa Group;

(xv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Biffa Group taken as a whole;

(xvi) (other than in respect of a member of the Wider Biffa Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvii) (except for transactions between Biffa and its wholly-owned subsidiaries or between the wholly-owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xviii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider Biffa Group as a whole or in the context of the Acquisition; or

(xix) otherwise than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3 (f) and which is material in the context of the Wider Biffa Group taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

   (g)        except as Disclosed, since 25 March 2022 there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, value, assets, liabilities, financial or trading position or profits, operational performance or prospects of any member of the Wider Biffa Group which is material in the context of the Wider Biffa Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Biffa Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Biffa Group, in each case which would reasonably be expected to have a material adverse effect on the Wider Biffa Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Biffa Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Biffa Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider Biffa Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Wider Biffa Group to an extent which is material in the context of the Wider Biffa Group taken as a whole or in the context of the Acquisition;

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Biffa Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Biffa Group taken as a whole or in the context of the Acquisition; and

(vi) no member of the Wider Biffa Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Biffa Group taken as a whole;

No discovery of certain matters regarding information and liabilities, corruption, intellectual property and environmental liabilities

   (h)                    except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider Biffa Group announced publicly and delivered by or on behalf of Biffa through a RIS prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider Biffa Group taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider Biffa Group or any partnership, company or other entity in which any member of the Wider Biffa Group has a significant economic interest and which is not a subsidiary undertaking of Biffa, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Biffa Group taken as a whole or in the context of the Acquisition;

(iii) any member of the Wider Biffa Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010 or any other applicable anti-corruption legislation;

(iv) any member of the Wider Biffa Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

(v) any director, officer or employee of the Wider Biffa Group, or any other person for whom any member of the Wider Biffa Group may be liable, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US, UK or EU persons are prohibited from engaging in activities or doing business by US, UK or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(vi) any asset of any member of the Wider Biffa Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vii) since 25 March 2022, no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Biffa Group or to any third parties, including: (A) any member of the Wider Biffa Group losing its title to any intellectual property or any intellectual property owned by the Wider Biffa Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Biffa Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider Biffa Group infringed the intellectual property rights of a third party or any member of the Wider Biffa Group being found to have infringed the intellectual property rights of a third party, in each case which would have a material adverse effect on the Wider Biffa Group taken as a whole or is otherwise material in the context of the Acquisition; or

(viii) in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco-systems, any past or present member of the Wider Biffa Group, in a manner or to an extent which is material in the context of the Wider Biffa Group, (i) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) is likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re-instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider Biffa Group taken as a whole.

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Takeover Panel in accordance with the Code, Bidco reserves the right in its sole discretion to waive (if capable of waiver) in whole or part:

(a) any Condition set out in paragraphs 1 or 2 of Part A of this Appendix I insofar as it relates to the timing of the Court Meeting, and the sanctioning of the Scheme. If any of the deadlines for those events are not met, Bidco shall make an announcement by 8.00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Biffa to extend the deadline in relation to the relevant Condition; and

(b) all or any of the above Conditions 3 (a) (Regulatory) to (h) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive).

2. Conditions 3 (a) (Regulatory) to (h) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive) must each be fulfilled or waived by no later than 11.59 p.m. (London time) on the date immediately preceding the date of the Sanction Hearing, failing which the Scheme will lapse or, if the Acquisition is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. Bidco shall be under no obligation to waive or treat as fulfilled any of the Conditions which are capable of being waived by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. If Bidco is required by the Takeover Panel to make an offer for Biffa Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions and certain further terms of the Acquisition as are necessary to comply with the provisions of that Rule.

4. Under Rule 13.5(a) of the Code, Bidco may only invoke a Condition so as to cause the Scheme not to proceed, or to be withdrawn, with the consent of the Takeover Panel. The Takeover Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Conditions 1 and 2 of Part A of this Appendix I (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 5 below in relation to any Takeover Offer) are not subject to this provision of the Code. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

5. Bidco reserves the right to elect (with the consent of the Takeover Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by making, directly or indirectly through a subsidiary or nominee of Bidco, a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms or, unless Bidco otherwise determines and subject to the consent of the Takeover Panel, on such other terms being no less favourable, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 75 per cent. of the issued share capital of Biffa, or, where the Takeover Panel consents, 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, being more than 50 per cent., as Bidco may decide with the consent of the Takeover Panel). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Biffa Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of the Companies Act to compulsorily acquire any outstanding Biffa Shares to which such Takeover Offer relates.

6. Bidco reserves the right to implement the Acquisition through any other entity owned or controlled by funds managed by affiliates of ECP V, LLC from time to time.

7. The Biffa Shares shall be acquired by Bidco, fully paid, with full title guarantee, free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and other interests and together with all rights existing now or hereafter attaching thereto (excluding any right to receive the 2022 Final Dividend), including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Biffa Shares (excluding the 2022 Final Dividend).

8. At its Annual General Meeting on 23 September 2022, Biffa sought and obtained shareholder approval for the declaration of a final dividend of 4.69 pence per Biffa Share for the 52 week period ended 25 March 2022. Biffa Shareholders on the register of members of Biffa as at the 2022 Final Dividend Record Date shall have the right to receive and retain the 2022 Final Dividend with no corresponding reduction to the consideration payable under the terms of the Acquisition. If any dividend, distribution or other return or value or excess in respect of the Biffa Shares (other than the 2022 Final Dividend) is declared, paid or made or becomes payable by Biffa on or after the date of this Announcement, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Takeover Panel, to invoke Condition 3 (f) (ii) of this Appendix I) to reduce the consideration payable under the Acquisition to reflect the aggregate amount of such dividend, distribution or other return of value or excess. If and to the extent that any such dividend, distribution or other return of value or excess (other than the 2022 Final Dividend) is paid or made on or prior to the Effective Date and Bidco exercises its rights under this paragraph to reduce the consideration payable under the Acquisition, any reference in this Announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced.

9. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any Biffa Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

10. Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

12. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

APPIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

(a) The value attributed to the fully diluted issued share capital of Biffa of 1.3 billion is based on a value of 410 pence per Biffa Share plus 4.69 pence per Biffa Share in respect of the 2022 Final Dividend approved by Biffa Shareholders at Biffa's Annual General Meeting on 23 September 2022 to be paid on 10 October 2022 to Biffa Shareholders on the register on the 2022 Final Dividend Record Date, and:

(i) 306,100,703 Biffa Shares in issue (excluding Treasury Shares) on 26 September 2022 (being the last Business Day prior to the date of this Announcement); plus

(ii) 7,379,794 Biffa Shares (excluding dividend equivalent entitlements) which as at 15 September 2022 may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Biffa Share Plans, less 2,026,198 Biffa Shares held by the Biffa EBT.

(b) Financial information relating to Biffa has been extracted from the 2022 full year results announcement and presentation of Biffa for the 52 week period ended 25 March 2022.

   (d)        The Closing Prices of Biffa Shares are taken from the Daily Official List.

(e) Volume Weighted Average Prices have been derived from Bloomberg and have been rounded to the nearest one penny.

   (f)        Certain figures included in this Announcement have been subject to rounding adjustments.

APPIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Bidco has received irrevocable undertakings to vote in favour of, or accept, the Acquisition in respect of a total of 44,183,685 Biffa Shares (representing, in aggregate, approximately 14.43 per cent. of Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)), comprised as follows:

Biffa Directors' (and certain of their persons closely associated) irrevocable undertakings

 
                                      Number of     Per cent. of Biffa 
 Name                                Biffa Shares      Shares in issue 
---------------------------------  --------------  ------------------- 
 Michael Topham                           345,069                0.11% 
 Victoria Topham (spouse of 
  Michael Topham)                         630,500                0.21% 
 Richard Pike                             443,851                0.15% 
 Georgia Pike (spouse of Richard 
  Pike)                                     5,000                0.00% 
 Denise Lever (spouse of Ken 
  Lever)                                   65,277                0.02% 
 Julie Routledge-Martin (spouse 
  of David Martin)                         10,000                0.00% 
 Carol Chesney                             10,000                0.00% 
 Claire Miles                               7,000                0.00% 
 Total                                  1,516,697                0.50%

The irrevocable undertakings given by the Biffa Directors as set out above will apply to any Biffa Shares acquired as a result of the vesting of awards or the exercise of options (after any automatic sales to cover any liability for income tax and employee national insurance contributions) pursuant to the Biffa Share Plans.

The irrevocable undertakings from the Biffa Directors will only cease to be binding if:

(a) Bidco announces, with the consent of the Takeover Panel, and before the Scheme Document or offer document (as applicable) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition is announced by Bidco in accordance with Rule 2.7 of the Code within 10 Business Days of such announcement;

(b) the Scheme (or Takeover Offer (as applicable)) is withdrawn or lapses in accordance with its terms and no new, revised or replacement Scheme or Takeover Offer to implement the Acquisition has been announced in accordance with Rule 2.7 of the Code within 10 Business Days of such lapse or withdrawal, except where the Scheme is withdrawn or lapses as a result of Bidco and Biffa agreeing to implement the Acquisition by way of a Takeover Offer rather than a Scheme; or

(c) any competing offer for the issued and to be issued ordinary share capital of Biffa is made which becomes or is declared unconditional (if implemented by way of a Takeover Offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement).

Other Biffa Shareholders' irrevocable undertakings

 
                                                       Per cent. of Biffa 
                                                                   Shares 
 Name                         Number of Biffa Shares             in issue 
---------------------------  -----------------------  ------------------- 
 Global Alpha Capital 
  Management Ltd                          32,347,192               10.57% 
 
   Soros Fund Management 
   LLC (through Quantum 
   Partners LP, Palindrome 
   Master Fund LP and 
   Soros Capital LP (the 
   "Soros Funds"))                        10,319,796                3.37% 
 Total                                    42,666,988               13.94%

The irrevocable undertakings from the other Biffa Shareholders will only cease to be binding if:

(a) the Scheme or a Takeover Offer (as the case may be) has lapsed or been withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time; or

(b) a third party, in accordance with the Code, announces a firm intention to make, or makes, a general offer (howsoever structured) to acquire the whole or a majority of the issued and to be issued ordinary share capital of Biffa on terms which represent an improvement of no less than 10 per cent. of the value of the consideration offered under the Scheme (a "Competing Offer") as at the date on which such offer is announced and Bidco does not increase the consideration offered under the Scheme to an amount which is a higher value of consideration within seven days of the date of the third party's announcement of such Competing Offer; or

In addition, the irrevocable undertaking given by the Soros Funds permits the sale of Biffa Shares held by the Soros Funds at a price above the Acquisition Price.

APPIX IV

Definitions

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

 
 2022 Final Dividend               the final dividend of 4.69 pence per Biffa Share for the 52 week period ended 25 
                                   March 2022 
                                   approved at Biffa's Annual General Meeting on 23 September 2022; 
 2022 Final Dividend Record Date   26 August 2022; 
 Acquisition                       the recommended offer to be made by Bidco to acquire the entire issued and to be 
                                   issued ordinary 
                                   share capital of Biffa to be effected by means of the Scheme (or, if Bidco so 
                                   elects and subject 
                                   to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to the 
                                   conditions 
                                   set out in the Scheme Document; 
 Acquisition Price                 410 pence per Scheme Share; 
 Announcement                      this announcement of the Acquisition made in accordance with Rule 2.7 of the Code; 
 Arrangers                         ABN AMRO Bank N.V., Barclays Bank PLC, Coöperatieve Rabobank U.A. trading as 
                                   Rabobank 
                                   London, National Westminster Bank plc, J.P. Morgan Securities PLC, and 
                                   Skandinaviska Enskilda 
                                   Banken AB (publ); 
 Authorisations                    authorisations, orders, recognitions, grants, consents, clearances, confirmations, 
                                   certificates, 
                                   licences, permissions, determinations, exemptions or approvals; 
 Barclays                          Barclays Bank PLC, acting through its investment bank; 
 Bidco                             Bears Bidco Limited a company incorporated in England & Wales with company number 
                                   14177056;

 Biffa                             Biffa plc; 
 Biffa Board                       the board of directors of Biffa from time to time; 
 Biffa Directors                   the directors of Biffa from time to time; 
 Biffa Group                       Biffa and its subsidiaries and subsidiary undertakings; 
 Biffa EBT                         the Biffa Employee Benefit Trust; 
 Biffa Pension Schemes             the occupational pension scheme(s) established by any member of the Wider Biffa 
                                   Group for 
                                   its directors, employees or their dependants; 
 Biffa Performance Share Plan      the Biffa Performance Share Plan 2016; 
 Biffa Share Plans                 the Biffa Performance Share Plan and the Biffa Sharesave Plan; 
 Biffa Shareholders                the holders of Biffa Shares; 
 Biffa Shares                      ordinary shares of GBP0.01 each in the capital of Biffa and each a "Biffa Share"; 
 Biffa Sharesave Plan              the Biffa Group Sharesave Plan 2016; 
 Biffa SIP                         the Biffa Share Incentive Plan 2016; 
 Business Day                      a day, other than a Saturday, Sunday, public holiday or bank holiday, on which 
                                   banks are generally 
                                   open for normal business in the City of London; 
 Closing Price                     the closing middle market quotation for a Biffa Share as derived from the Daily 
                                   Official List 
                                   on that day; 
 Code                              the City Code on Takeovers and Mergers; 
 Companies Act                     the Companies Act 2006, as amended; 
 Conditions                        the conditions to the implementation of the Scheme and the Acquisition, which are 
                                   set out 
                                   in Appendix I to this Announcement and to be set out in the Scheme Document; 
 Confidentiality Agreement         the confidentiality agreement entered into by Biffa and an affiliate of ECP on 31 
                                   January 
                                   2022; 
 Co-operation Agreement            the co-operation agreement entered into by Bidco and Biffa on or around the date of 
                                   this Announcement; 
 Court                             the High Court of Justice, Chancery Division (Companies Court) in England and 
                                   Wales; 
 Court Meeting                     the meeting (or any adjournment, postponement or reconvention thereof) of the 
                                   Scheme Shareholders 
                                   (or the relevant class or classes thereof) to be convened by order of the Court 
                                   pursuant to 
                                   section 896 of the Companies Act to consider and, if thought fit, approve the 
                                   Scheme (with 
                                   or without modification); 
 Court Order                       the order of the Court sanctioning the Scheme; 
 CREST                             the relevant system (as defined in the Regulations) in respect of which Euroclear 
                                   UK & International 
                                   Limited is the Operator (as defined in the Regulations); 
 Daily Official List               the Daily Official List of the London Stock Exchange; 
 Dealing Disclosure                has the same meaning as in Rule 8 of the Code; 
 Disclosed                         (i) matters fairly disclosed in the information made available to Bidco (or Bidco's 
                                   advisers) 
                                   in the data room established by Biffa for the purposes of the Acquisition; (ii) 
                                   information 
                                   fairly disclosed in writing by or on behalf of Biffa to Bidco prior to the date of 
                                   this Announcement; 
                                   (iii) information included in the announcement of the financial results for the 52 
                                   week period 
                                   ended 26 March 2021; (iv) information included in the annual report and accounts of 
                                   the Biffa 
                                   Group for the 52 week period ended 26 March 2021; (v) information included in the 
                                   announcement 
                                   of the financial results for the 52 week period ended 25 March 2022; (vi) 
                                   information included 
                                   in the annual report and accounts of the Biffa Group for the 52 week period ended 
                                   25 March 
                                   2022; (vii) information disclosed in a public announcement to a RIS made by Biffa 
                                   prior to 
                                   the date of this Announcement; or (viii) disclosed in this Announcement; 
 Disclosure Table                  the disclosure table on the Takeover Panel's website at www.thetakeoverpanel.org.uk 
                                   ; 
 ECP                               ECP V, LLC and its affiliates, including any funds managed or advised by affiliates 
                                   of ECP 
                                   V, LLC ; 
 Effective                         in the context of the Acquisition: (a) if the Acquisition is implemented by way of 
                                   a Scheme, 
                                   the Scheme having become effective in accordance with its terms, upon the delivery 
                                   of the 
                                   Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented 
                                   by way 
                                   of a Takeover Offer, the Takeover Offer having been declared or become 
                                   unconditional in all 
                                   respects in accordance with the requirements of the Code; 
 Effective Date                    the date upon which: (a) the Scheme becomes Effective; or (b) if Bidco elects and 
                                   the Takeover 
                                   Panel consents to implement the Acquisition by way of a Takeover Offer, the 
                                   Takeover Offer 
                                   becomes Effective; 
 Evercore                          Evercore Partners International LLP; 
 Excluded Shares                   (a) any Biffa Shares legally or beneficially held by Bidco or any member of the 
                                   Wider Bidco 
                                   Group; or (b) any Treasury Shares; 
 FCA                               the UK Financial Conduct Authority or its successor from time to time; 
 Forms of Proxy                    the forms of proxy for use at the Court Meeting and the General Meeting, 
                                   respectively, which 
                                   will accompany the Scheme Document; 
 FSA                               the Gibraltar Financial Services Act 2019 (Act. No. 2019-26), as amended; 
 General Meeting                   the general meeting (or any adjournment, postponement or reconvention thereof) of 
                                   Biffa Shareholders 
                                   to be convened in connection with the Scheme; 
 GFSC                              the Gibraltar Financial Services Commission; 
 HMRC                              Her Majesty's Revenue & Customs; 
 HSBC                              HSBC Bank plc; 
 ISIN                              International Securities Identification Number; 
 JV Companies                      Protos Holding Limited and Newhurst ERF Holding Limited and each of their 
                                   wholly-owned subsidiaries; 
 Landfill Tax                      UK tax levied on waste material disposed at landfill sites, which is calculated 
                                   based on the 
                                   volume and composition of the waste material; 
 Listing Rules                     the rules and regulations made by the FCA under the Financial Services and Markets 
                                   Act 2000 
                                   (as amended) and contained in the FCA's publication of the same name, as amended 
                                   from time 
                                   to time; 
 London Stock Exchange             London Stock Exchange plc; 
 Long Stop Date                    27 April 2023 or such later date (if any) as Bidco and Biffa may, with the consent 
                                   of the 
                                   Takeover Panel, agree and (if required) the Court may allow; 
 Main Market                       the main market for listed securities of the London Stock Exchange; 
 Numis                             Numis Securities Limited; 
 Offer                             the offer to which this Announcement relates; 
 Offer Period                      the period which commenced on 7 June 2022 and ending on the date on which the 
                                   Acquisition 
                                   becomes Effective, lapses or is withdrawn (or such other date as the Takeover Panel 
                                   may decide); 
 Official List                     the official list maintained by the FCA pursuant to Part VI of FSMA; 
 Opening Position Disclosure       has the same meaning as in Rule 8 of the Code; 
 Original Lenders                  ABN AMRO Bank N.V., Barclays Bank PLC, Coöperatieve Rabobank U.A. trading as 
                                   Rabobank

                                   London, National Westminster Bank plc, JPMorgan Chase Bank, N.A., London Branch and 
                                   Skandinaviska 
                                   Enskilda Banken AB (publ); 
 PRA                               the UK Prudential Regulation Authority; 
 Registrar of Companies            Registrar of Companies of England and Wales; 
 Regulations                       the Uncertificated Securities Regulations 2001 (SI 2001/3755); 
 Resolution                        the resolution to be proposed by Biffa at the General Meeting in connection with 
                                   the Acquisition; 
 Restricted Jurisdiction           any jurisdiction where local laws or regulations may result in a significant risk 
                                   of civil, 
                                   regulatory or criminal exposure if information concerning the Acquisition is sent 
                                   or made 
                                   available in that jurisdiction; 
 RIS                               a service approved by the London Stock Exchange for the distribution to the public 
                                   of announcements 
                                   and included within the list maintained on the London Stock Exchange's website; 
 Rothschild & Co                   N.M. Rothschild & Sons Limited; 
 Sanction Hearing                  the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, 
                                   references 
                                   to the commencement of any such hearing shall mean the commencement of the final 
                                   adjournment 
                                   thereof; 
 Scheme                            the proposed scheme of arrangement under Part 26 of the Companies Act to effect the 
                                   Acquisition 
                                   between Biffa and the Scheme Shareholders (the full terms of which will be set out 
                                   in the 
                                   Scheme Document), with or subject to any modification, addition or condition which 
                                   Bidco and 
                                   Biffa may agree, and, if required, the Court may approve or impose; 
 Scheme Document                   the document to be despatched to (amongst others) Biffa Shareholders containing, 
                                   amongst other 
                                   things, the terms and conditions of the Scheme, the notices convening the Court 
                                   Meeting and 
                                   the General Meeting; 
 Scheme Record Time                the time and date to be specified in the Scheme Document, expected to be 6.00 p.m. 
                                   (London 
                                   time) on the Business Day immediately prior to the Effective Date; 
 Scheme Shareholders               holders of Scheme Shares; 
 Scheme Shares                     the Biffa Shares: 
                                   (i) in issue at the date of the Scheme Document; 
                                   (ii) (if any) issued after the date of the Scheme Document and prior to the Voting 
                                   Record 
                                   Time; and 
                                   (iii) (if any) issued at or after the Voting Record Time but at or before the 
                                   Scheme Record 
                                   Time in respect of which the original or any subsequent holder thereof is bound by 
                                   the Scheme 
                                   or shall by such time have agreed in writing to be bound by the Scheme, 
                                   in each case other than any Excluded Shares; 
 Substantial Interest              in relation to an undertaking, a direct or indirect interest of 10 per cent. or 
                                   more of the 
                                   total voting rights conferred by the equity share capital (as defined in section 
                                   548 of the 
                                   Companies Act) of such undertaking; 
 Takeover Offer                    should the Acquisition be implemented by way of a takeover offer as defined in 
                                   section 974 
                                   of the Companies Act 2006, the offer to be made by or on behalf of Bidco to acquire 
                                   the entire 
                                   issued and to be issued ordinary share capital of Biffa and, where the context 
                                   requires, any 
                                   subsequent revision, variation, extension or renewal of such offer; 
 Takeover Panel                    the UK Panel on Takeovers and Mergers; 
 Third Party                       each relevant government or governmental, quasi-governmental, supranational, 
                                   statutory, regulatory, 
                                   administrative, environmental, professional or investigative body, court, trade 
                                   agency, association, 
                                   institution, any entity owned or controlled by any relevant government or state, or 
                                   any other 
                                   body or person whatsoever in any jurisdiction; 
 Treasury Shares                   any Biffa Shares which are for the time being held by Biffa as treasury shares 
                                   (within the 
                                   meaning of the Companies Act); 
 United Kingdom or UK              the United Kingdom of Great Britain and Northern Ireland; 
 United States or US               the United States of America, its territories and possessions, all areas subject to 
                                   its jurisdiction 
                                   or any subdivision thereof, any state of the United States of America and the 
                                   District of 
                                   Columbia; 
 US Exchange Act                   the United States Securities Exchange Act of 1934 and the rules and regulations 
                                   promulgated 
                                   thereunder; 
 Volume Weighted Average Price     the volume weighted average of the per share trading prices of Biffa Shares on the 
                                   London 
                                   Stock Exchange as reported through Bloomberg; 
 Voting Record Time                the date and time specified in the Scheme Document by reference to which 
                                   entitlements to vote 
                                   on the Scheme will be determined, expected to be 6.00 p.m. (London time) on the day 
                                   which 
                                   is two days before the date of the Court Meeting or, if the Court Meeting is 
                                   adjourned, 6.00 
                                   p.m. (London time) on the second day before the date of such adjourned meeting; 
 Wider Bidco Group                 Bidco, funds managed by affiliates of ECP , and their respective subsidiary 
                                   undertakings, 
                                   associated undertakings and any other body corporate partnership, joint venture or 
                                   person 
                                   in which Bidco and/or such undertakings (aggregating their interests) have an 
                                   interest of 
                                   more than 20 per cent. of the voting or equity capital or the equivalent; 
 Wider Biffa Group                 Biffa, its subsidiary undertakings, associated undertakings and any other 
                                   undertaking, body 
                                   corporate, partnership, joint venture or person in which Biffa and/or such 
                                   undertakings (aggregating 
                                   their interests) have a direct or indirect Substantial Interest or the equivalent; 
                                   and 
 GBP or pence                      pounds sterling or pence, the lawful currency of the UK.

In this Announcement:

   (a)        all times referred to are to London time unless otherwise stated;

(b) references to the singular include the plural and vice versa, unless the context otherwise requires;

(c) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

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OFFEASNXASPAEEA

(END) Dow Jones Newswires

September 27, 2022 02:22 ET (06:22 GMT)

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