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

4 January 2023

RECOMMENDED 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 £82 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.

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 YunKara 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 10th 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 10th 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.