TIDMBIFF
RNS Number : 7194L
ECP V, LLC
04 January 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
4 January 2023
RECOMMED CASH OFFER
by
BEARS BIDCO LIMITED
(a newly incorporated company controlled by funds managed by
affiliates of ECP V, LLC)
for
BIFFA PLC
Update on equity co-investment
On 27 September 2022 the boards of Biffa plc ("Biffa") and Bears
Bidco Limited ("Bidco") made an announcement pursuant to Rule 2.7
of the Takeover Code (the "Announcement") of a recommended cash
offer for the entire issued and to be issued share capital of Biffa
(the "Acquisition"), intended to be implemented by way of a court
sanctioned scheme of arrangement under the Companies Act 2006 (the
"Scheme").
The Scheme is subject to the terms and conditions set out in the
scheme document that was published on 21 October 2022 (the "Scheme
Document"). The Scheme and its implementation were approved by
Biffa's shareholders on 15 November 2022 at the Court Meeting and
General Meeting. The Acquisition remains conditional upon, among
other things, approval by the Gibraltar Financial Services
Commission.
It is noted that the Announcement stated that it was intended
that certain third parties would invest indirectly in Bidco on or
around the Effective Date via passive interests in a co-investment
limited partnership controlled by affiliates of ECP (the "CIV"). It
is announced that, in addition to the commitments from Equity
Co-Investors referred to in the Scheme Document, ECP has accepted
commitments to subscribe for interests in the CIV (comprising
passive minority indirect interests in Bidco) from certain
investors and/or their affiliates or other associated entities (the
"Additional Co-Investors"). As is the case with the Equity
Co-Investors, the Additional Co-Investors will not be granted any
governance or control rights over Bidco or any member of the Bidco
Group or Biffa Group.
As a result of the commitments received from Additional
Co-Investors, the available commitments under the Equity Bridge
Facility have been reduced to an amount of GBP82 million.
Details of the potential indirect interest in Bidco of each
Equity Co-Investor group and Additional Co-Investor group, together
with certain further information on each Additional Co-Investor are
set out below.
Additional equity co-investors may make commitments to the CIV
prior to the Effective Date; further announcements will be made if
and when appropriate.
Capitalised terms used in this announcement have the meaning
given to them in the Scheme Document, unless otherwise stated.
Equity Co-Investor or Additional Co-Investor (or Co-Investor's approx. % indirect
its affiliate(s) and/or related investing vehicles(s)) interest in Bidco
___________________________________________ ______________________________
Blackstone Strategic Partners (2)
....................................... 1.7%
Corebetti (1)
.....................................................................
........... 0.6%
Funds managed by Flat Footed (2) .................................. 1.7%
Funds and accounts managed by GCM Grosvenor (1) ............... 4.5%
Funds managed by Jasper Ridge (2) ................................... 3.3%
The Phoenix (1)
.....................................................................
..... 6.3%
Funds managed by StepStone (1)
............................................... 8.8%
Teacher Retirement System of Texas (1)
.................................... 1.9%
(1) Equity Co-Investor
(2) Additional Co-Investor
Blackstone Strategic Partners
Blackstone Strategic Partners ("Strategic Partners") is a global
leader in illiquid fund investing, including secondaries,
co-investments and primary advisory. The Strategic Partners
business was founded in 2000 and has significant experience in
providing limited partners a range of liquidity solutions across
illiquid asset classes. Through its private equity, infrastructure
and real estate platforms Strategic Partners has executed over
1,900 transactions that represent interests in approximately 5,100
underlying fund interests managed by over 1,550 different financial
sponsors and has more than $67 billion in assets under
management
Funds managed by Flat Footed
Flat Footed LLC ("Flat Footed"), based in Wyoming, is a special
situation, value-oriented investment firm that manages funds
investing across public equities, credit, derivatives, and private
investments. The investment team is comprised of Marc Andersen and
Paul Carpenter, who have managed portfolios together since 1999.
Flat Footed has over $500 million of assets under management and is
a US SEC-registered investment adviser.
Funds managed by Jasper Ridge
Jasper Ridge Partners, L.P. ("Jasper Ridge") is a wealth advisor
and asset management firm providing tailored advisory services. As
of June 30, 2022, Jasper Ridge managed $33 billion for ultra-high
net worth families, foundations, sovereign wealth funds,
endowments, and pension funds. Jasper Ridge has $25 billion of
exposure to private assets (including net asset value and uncalled
capital) across private equity, venture capital, real estate and
natural resources investments. Jasper Ridge has offices in
California, Virginia and Texas.
Enquiries:
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
FURTHER INFORMATION
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.
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. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas shareholders
This announcement has been prepared for the purpose of complying
with English law, the Listing Rules and the Takeover 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.
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.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 Takeover 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 Takeover 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 Takeover 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 Takeover 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.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, 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.
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END
OUPNKQBDOBKDBDK
(END) Dow Jones Newswires
January 04, 2023 12:30 ET (17:30 GMT)
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