BIFF.L Regulatory News (BIFF)

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

27 January 2023

RECOMMENDED CASH ACQUISITION

of

Biffa plc

by

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

Completion of Acquisition by Bears Bidco Limited

Biffa plc ("Biffa") and Bears Bidco Limited ("Bidco") are pleased to announce that the Scheme became effective on 26 January 2023 and the entire issued and to be issued ordinary share capital of Biffa is owned by Bidco.

Biffa Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 26 January 2023, will receive 410 pence in cash for each Scheme Share.

Suspension of listing and dealings in Biffa shares

The listing of Biffa Shares on the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and the admission to trading of the Biffa Shares on the London Stock Exchange's (the "LSE") Main Market will be suspended with effect from 7.30 a.m. on 27 January 2023.

Cancellation of listing and dealings in Biffa shares

An application has been made to the FCA and the LSE in relation to the cancellation of Biffa's listing on the premium listing segment of the Official List and the trading of Biffa Shares on the LSE's Main Market, which is expected to take place by 8.00 a.m. on 27 January 2023.

Settlement

The latest date for the despatch of cheques to Biffa Shareholders and settlement through CREST for cash consideration due under the terms of the Scheme is 9 February 2023.

As a result of the Scheme having become effective, share certificates in respect of Biffa Shares have ceased to be valid documents of title and entitlements to Biffa Shares held in uncertificated form in CREST have been cancelled.

Director resignations

As set out in the Scheme Document, each of the Biffa Non-Executive Directors has resigned as a director of Biffa with effect from the Effective Date.

Other

All references to times in this announcement are to London time.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 21 October 2022.

Enquiries:

Biffa plc

Michael Topham, Chief Executive Officer

Richard Pike, Chief Financial Officer

ir@biffa.co.uk

Rothschild & Co +44 20 7280 5000

Stuart Vincent

Robert Barnes

HSBC Bank plc +44 20 7991 8888

Anthony Parsons

Joe Weaving

James Hopton

Numis +44 20 7260 1000

Mark Lander

Stuart Ord

Kevin Cruickshank

Media Enquiries

Houston +44 204 529 0549

Kate Hoare

Kay Larsen

biffa@houston.co.uk

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Biffa and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Biffa for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

HSBC Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and is acting exclusively as financial adviser for Biffa and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition or any other matters referred to in this announcement and is not, and will not be, responsible to anyone other than Biffa for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to in this announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Biffa and no‑one else in connection with the subject matter 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 subject matter or any other matters referred to in this announcement.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.biffa.co.uk/investors/offer by no later than 12 noon on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.