Source - RNS
RNS Number : 6640M
Biffa plc
17 October 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ("FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into

the United States, Australia, Canada, Japan or South Africa.

 

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus in its final form (the "Prospectus") expected to be published by Biffa plc ("Biffa" or the "Company" and, together with WasteHoldco 1 Limited and its subsidiaries and subsidiary undertakings, the "Group") in due course in connection with the proposed admission of all of the ordinary shares of the Company (the "Shares"), issued and to be issued in connection with the offer of the Offer Shares (as defined below) to certain institutional and professional investors (the "Global Offer") and the subscriptions for Shares by certain existing shareholders and certain current and former directors and members of senior management, to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus will, following publication, be available for inspection from the Group's website at www.biffa.co.uk and from Biffa's registered office at Coronation Road, Cressex, High Wycombe, Buckinghamshire, HP12 3TZ, United Kingdom.

 

For immediate release

 

17 October 2016

 

Biffa plc

Initial Public Offering - Announcement of Offer Price

 

Biffa, a leading UK waste management business, today announces the successful pricing of its initial public offering ("IPO") of 118,001,417 Shares at 180 pence per Share (the "Offer Price"). Biffa has applied for admission of its Shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities (together, "Admission"). It is expected that conditional dealings will commence at 8:00am on 17 October 2016.

 

Offer Highlights

 

·       The Offer Price has been set at 180 pence per Share equating to a market capitalisation of £450 million on Admission.

 

·      The Global Offer comprises an offer of 118,001,417 new Shares (the "Offer Shares") representing 47.2% of Biffa's share capital on Admission, to be issued by the Company. Concurrently with the Global Offer, the Company will issue 27,803,742 additional Shares to be subscribed for by certain existing shareholders and certain current and former directors and members of senior management (the "Subscription Shares") at the Offer Price. Total gross proceeds receivable by the Company are estimated to be approximately £262 million.

 

·       The net proceeds from the Global Offer and subscription for Subscription Shares receivable by the Company will be used towards a payment of funds to HMRC with respect to the ongoing legacy EVP Claims1 and towards repayment of its current debt facilities to achieve approximately 2.0x Net Debt / LTM2 Underlying EBITDA3 immediately following IPO.

 

·     Certain existing shareholders (the "Over-allotment Shareholders") have granted Citigroup Global Markets Limited, as Stabilising Manager (as defined below), an over-allotment option in respect of up to 5,900,066 million Shares (representing 5% of the total number of Offer Shares) (the "Over-allotment Option"). If the Over-allotment Option were exercised in full the incremental gross proceeds raised by the Over-allotment Shareholders would be approximately £11 million.

 

·       Assuming no exercise of the Over-allotment Option, Avenue Capital Credit will hold 15.5%, Angelo Gordon will hold 14.5% and Bain Capital Credit will hold 9.1% of the Company's issued share capital immediately following Admission. The directors of the Company (the "Directors") and senior management will hold 2.6% of the Company's issued share capital immediately following Admission not taking account of any share awards on Admission.

 

·       Full details of the Global Offer will be included in the Prospectus, which is expected to be published and available on the Company's website later today.

Admission and Dealings

 

·    Conditional dealings will commence on the London Stock Exchange at 8.00am today under the ticker "BIFF" (ISIN: GB00BD8DR117).

 

·       Admission and the commencement of unconditional dealings are expected to take place at 8.00am on 20 October 2016.

 

Further Information

 

·       The Directors and senior management team have committed to lock up arrangements and orderly market arrangements of 365 days, and the Company's existing shareholders have committed to such arrangements for 180 days, in each case subject to customary exceptions.

 

·       Subject to satisfying the appropriate criteria, it is expected that Biffa will be eligible for inclusion in the FTSE UK Index Series.

 

·       In relation to the Global Offer and Admission, Citigroup Global Markets Limited ("Citi") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan"), are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors, HSBC Bank plc ("HSBC") is acting as Joint Bookrunner. Peel Hunt LLP ("Peel Hunt") is acting as Lead Manager. N.M. Rothschild & Sons Limited ("Rothschild") is acting as Financial Adviser.

 

Ian Wakelin, Chief Executive Officer, commented:

"A return to the London Stock Exchange is a significant milestone for Biffa and a testament to the hard work of all our staff. This listing is an endorsement of Biffa's business model, strategy, track record and prospects.

The company is well placed to exploit structural changes in the UK waste market, leveraging its diversified and integrated operations right across the country. Biffa will continue its disciplined approach to capital allocation and to capturing further operational efficiencies by optimising its systems and processes.

We welcome our new shareholders and look forward with confidence to the next stage in the development of Biffa as a public company."

 

Enquiries

 

Biffa

+44 (0) 14 9452 1221

Ian Wakelin, Chief Executive Officer

 

Michael Topham, Chief Financial Officer

 

Peter Langdon, Head of Corporate Finance

 

 

 

Joint Global Co-ordinator, Joint Bookrunner and Joint Sponsor

 

Citi:

+44 (0) 20 7986 4000

Edward McBride

 

Alex Carter

 

Peter Brown

 

 

 

Joint Global Co-ordinator, Joint Bookrunner and Joint Sponsor

 

J.P. Morgan:

+44 (0) 20 7742 4000

Robert Constant

 

James Deal

 

Wendy Hohmann

 

 

 

Joint Bookrunner

+44 (0) 20 7991 8888

HSBC:

 

Adrian Lewis

 

Greg Hely Hutchinson

 

Stuart Dickson

 

 

 

Lead Manager

+44 (0) 20 7418 8900

Peel Hunt:

 

Indy Bhattacharyya

 

Jock Maxwell Macdonald

 

 

 

Financial Adviser

+44 (0) 20 7280 5000

Rothschild:

 

William Marshall

 

Adam Young

 

Stuart Vincent

 

 

 

Media Enquiries

 

Instinctif (public relations adviser to Biffa):

+44 (0) 20 7547 2020

Mark Garraway

 

Helen Tarbet

 

James Gray

 

 

Expected Timetable of Principal Events

 

Event

     Time and Date(4)

Commencement of conditional dealings on the London Stock Exchange

17 October 2016, 8:00am

Admission and commencement of unconditional dealings on the London Stock Exchange

20 October 2016, 8:00am

CREST accounts credited

20 October 2016

Dispatch of definitive share certificates (where applicable)

From 20 October 2016

 

Global Offer Statistics

 

 

Offer Price (per share)

180p

Number of Offer Shares in the Global Offer

118,001,417

Number of Subscription Shares to be issued by the Company

27,803,742

Percentage of the enlarged issued share capital issued in the Global Offer

47.2%

Number of Shares subject to the Over-allotment Option to be sold by the Over-allotment Shareholders

5,900,066

Number of Shares in issue following the Global Offer

250,000,000

Expected market capitalisation of Biffa at the Offer Price(5)

£450 million

Estimated net proceeds receivable by Biffa(6)

£220.9 million

 

 

Overview of the Business

 

Biffa is a leading UK-based integrated waste management business, and the second largest waste management services provider in the UK by revenue in FY 20159. The Group operates across the breadth of the waste management value chain, including the collection, treatment, processing and disposal of waste and recyclable materials, as well as related work in the production and sale of energy derived from waste and the sale of recovered commodities such as paper, glass, metals and plastic. Biffa's customer base for these services includes local authorities (which include the collection of waste from households), large corporates and small- and medium-sized enterprises ("SMEs"), and purchasers of end-product commodities and energy. The Group's services are organised across four operating divisions:

·     Industrial & Commercial: provides a wide range of services to corporate, industrial, commercial and public sector customers, including waste collection, sorting services for the recovery of recyclable material and transfer of residual waste, and processing and organising waste materials for energy recovery as refuse derived fuel. The Industrial & Commercial division operates a collection network of approximately 1,200 front-line collection vehicles, which operate from 63 depots and 29 transfer stations, with over 75,000 customers as at 24 June 2016. The Industrial & Commercial division contributed 51.7 percent of the Group's revenue, 37.4 percent of the Group's Underlying EBITDA3 (excluding Group costs) and 35.8 percent of the Group's Underlying Operating Profit10 (excluding Group costs) during FY 2016.

·     Municipal: predominately offers household waste and recycling collection services to local authority customers across the UK, as well as various associated waste management services, including street cleansing, management of household waste and recycling centres, and green waste collection services from individual household customers. As at 24 June 2016, Biffa had 36 long-term contracts with 40 local authorities, covering over 2.4 million households. The Municipal division contributed 17.4 percent of the Group's revenue, 16.0 percent of the Group's Underlying EBITDA3 (excluding Group costs) and 11.8 percent of the Group's Underlying Operating Profit10 (excluding Group costs) during FY 2016.

·     Resource Recovery & Treatment: focuses on the treatment, recycling and disposal of waste, including hazardous waste materials. The RR&T division's operational assets include 11 active landfill sites, two materials recycling facilities, a plastics recycling business, soil treatment and composting facilities, and a hazardous waste collection and treatment network. The RR&T division contributed 21.4 percent of the Group's revenue, 16.0 percent of the Group's Underlying EBITDA3 (excluding Group costs) and 7.1 percent of the Group's Underlying Operating Profit10 (excluding Group costs) during FY 2016.

·     Energy: Biffa is a significant provider of renewable energy with 91.2 megawatts of installed energy generation capacity. Biffa's Energy division comprises the Group's energy production operations from landfill gas and from food waste via anaerobic digestion. The largest unit in Biffa's Energy division is its network of landfill gas operations, in place at 34 landfill sites across the UK, which utilise 94 electricity generators to produce electricity for sale to third parties and use by the Group. Additionally, Biffa's Energy division operates anaerobic digestion energy facilities at three sites, including a mechanical and biological treatment facility that it operates on behalf of West Sussex County Council under a long-term contract. The Energy division contributed 9.6 percent of the Group's revenue, 30.6 percent of the Group's Underlying EBITDA3 (excluding Group costs) and 45.3 percent of the Group's Underlying Operating Profit10 (excluding Group costs) during FY 2016.

 

Notes

 

FY 16 ("FY 2016") refers to the 52 week period ended 25 March 2016.

FY 17 ("FY 2017") refers to the 52 week period ended 24 March 2017.

 

 

1.      The dispute between Biffa Waste Services Limited and HMRC regarding whether or not landfill tax is payable in respect of the regulation layer and/or materials engineered into the void permanently at landfill sites, arising out of HMRC's assessment on 29 May 2013, being the subject of the EVP Proceedings. EVP Proceedings relates to (a) the appeal proceedings relating to the assessment reference 20621201673 of 29 May 2013 of the first-tier tax tribunal reference TC/2014/06132 in connection with the EVP Dispute; and (b) any other proceedings brought by either HMRC or Biffa Waste Services Limited arising out of or in connection with the EVP Dispute, but excluding the amount by which the assessment was ordered to be amended as a result of the Judicial Review Proceedings.

2.      LTM calculated as the 52 weeks to 25 March 16, less the 13 weeks to 26 June 15, plus the 13 weeks to 24 June 16.

3.      Underlying EBITDA defined as the profit earned by the Group before depreciation and amortisation, exceptional items, Amortisation of Acquisition Intangibles, finance costs and income tax expense and material impacts from changes in real discount rates applied to the Group's long term provisions.

4.      References to times are London times and are subject to change without further notice.

5.      Calculated on the basis of the number of Shares in issue on Admission at the Offer Price.

6.      The estimated net proceeds receivable by the Company are stated after deduction of the estimated underwriting commissions and other fees and expenses of the Global Offer (plus any applicable VAT) payable by the Company, which are currently expected to be approximately £19.6 million, together with £16.8 million for management incentives and other related fees and expenses (following reinvestment by management in shares in the Company). The Company will not receive any portion of the proceeds resulting from the sale of Over-allotment Shares (as defined below) pursuant to the exercise of the Over-allotment Option (if any).

7.      Source: Credo Report (the report dated 31 August 2016 prepared by Credo Business Consulting LLP at the request of the Group for the purposes of the Prospectus).

8.      Underlying Operating Profit defined as the operating profit earned by the Group before exceptional items and Amortisation of Acquisition Intangibles and material impacts from changes in real discount rates applied to the Group's long term provisions.

 

Forward Looking Statements

 

This announcement contains "forward-looking" statements, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of Biffa and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "anticipates", "continues", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or Biffa with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Biffa's business concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of Biffa and the industry in which it operates.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Biffa. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. In addition, even if the operations, results of operations, financial position and the development of the markets and the industry in which Biffa operates is consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect Biffa's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Biffa's financial position, operations, results of operations, growth, strategy and expectations. The forward-looking statements contained in this announcement speak only as of the date of this announcement. New factors will emerge in the future, and it is not possible for Biffa to predict what factors they will be. In addition, Biffa cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements. The Group disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Each of J.P. Morgan, Citi, HSBC, Rothschild and Peel Hunt (together, the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statements contained in this announcement whether as a result of new information, future developments or otherwise. 

Disclaimers

 

The contents of this announcement, which has been prepared by and is the sole responsibility of Biffa, have been approved by J.P. Morgan and Citi solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly into Australia (other than to persons in Australia to whom an offer may be made without a disclosure document in accordance with Chapter 6D of the Corporations Act 2001 (CTH) of Australia), Canada, South Africa or Japan, to any persons in any of those jurisdictions or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian, South African, Japanese or other applicable securities laws. The Global Offer and the distribution of this announcement and information in connection with Admission and the Global Offer may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.

The Shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of the Shares in the United States.

The offer and sale of Shares referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold within Australia, Canada, South Africa or Japan or to, or for the account or benefit of any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Shares in Australia, Canada, South Africa or Japan.

This announcement is not an offer of, or solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published in due course in connection with the proposed admission of Biffa's Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office at Coronation Road, Cressex, High Wycombe, Buckinghamshire, HP12 3TZ and from the Company's website www.biffa.co.uk.

Any subscription for or purchase of Offer Shares in the proposed Global Offer should be made solely on the basis of the information contained in the final Prospectus to be issued in connection with the Global Offer. Before subscribing for or purchasing any Offer Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its completeness, accuracy or fairness.

This announcement is addressed to and is only directed and being communicated at: (A) if in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU to the extent implemented in the relevant member state of the EEA and any relevant implementing measure in each relevant member state) ("Qualified Investors"); and (B) if in the UK, persons who are Qualified Investors and who (i) have professional experience in matters relating to investments so as to qualify them as "investment professionals" under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order; and/or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together referred to as "Relevant Persons").

This announcement must not be acted or relied on (a) in the UK, by persons who are not Relevant Persons and (b) in any member state of the EEA, other than the UK, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the UK, Relevant Persons and (ii) in any member state of the EEA, other than the UK, Qualified Investors, and may be engaged in only with such persons. Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. If you have received this announcement and you are not a Relevant Person and/or Qualified Investor, as applicable, you must not rely or act upon this announcement or any of its contents.

The Global Offer timetable, including the date of Admission may be influenced by things such as market conditions. There is no guarantee that the Global Offer and Admission will occur and you should not base your financial decisions on Biffa's intentions in relation to the Global Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the initial public offering. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the entity or person concerned. Past performance cannot be relied upon as a guide to future performance.

Each of J.P. Morgan, Citi and HSBC is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom and Peel Hunt and Rothschild are each authorised and regulated by the FCA in the United Kingdom. They will not regard any other person as their respective clients in relation to the Global Offer and will not be responsible to anyone other than Biffa for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Each of the Banks (excluding Rothschild for the purposes of this paragraph only) and any of their respective affiliates, parent or subsidiary undertakings, acting as investors for their own accounts, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Biffa or related investments in connection with the Global Offer or otherwise. Further, affiliates or subsidiary undertakings of HSBC plc are existing shareholders in the Company and J.P. Morgan Securities plc is an existing Shareholder and is participating in the Over-allotment Option as an Over-allotment Shareholder. Accordingly, references in the Prospectus, once published, to the Offer Shares being offered or otherwise dealt with should be read as including any offer to, or dealing by, any of the Banks and any of their respective affiliates, parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings, acting as investors for their own accounts. In addition, certain of the Banks (or their affiliates) may enter into financing arrangements (including swaps) with investors in connection with which the Banks (or their affiliates) may from time to time acquire, hold or dispose of Shares. Such persons do not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.

To the fullest extent permitted under applicable law, none of the Banks or any of their respective affiliates, directors, officers, limited or unlimited partners, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Biffa or the Group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Global Offer, Citigroup Global Markets Limited (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.

In connection with the Global Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Shares up to a maximum of 5% of the total number of Offer Shares. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilising period, the Over-allotment Shareholders have granted to the Stabilising Manager on behalf of the Banks, the Over-allotment Option, pursuant to which the Stabilising Manager may purchase, or procure purchasers for, additional Shares up to a maximum of 5% of the total number of Offer Shares (the "Over-allotment Shares") at the Offer Price. The Over-allotment Option may be exercised in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of conditional dealings in the Shares on the London Stock Exchange. Any Over-allotment Shares made available pursuant to the Over-allotment Option will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Offer Shares being issued in the Global Offer and will form a single class for all purposes with the other Shares.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 

 


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