J.P. Morgan Securities PLC. Proposed Placing of Biffa plc Shares (9374L)
25 July 2017 - 1:47AM
UK Regulatory
TIDMBIFF
RNS Number : 9374L
J.P. Morgan Securities PLC.
24 July 2017
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO.596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Proposed Placing of approximately 25 million ordinary shares in
Biffa plc ("Biffa" or the "Company")
24 July 2017
Funds advised by Avenue Europe International Management LP, Bain
Capital Credit, LP and Barings (U.K.) Limited (together, the
"Selling Shareholders") announce their intention to sell
approximately 25 million ordinary shares (the "Placing Shares") in
the share capital of the Company. The Placing Shares represent
approximately 10% of the Company's issued ordinary share
capital.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. 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 Cazenove") are acting as joint bookrunners in connection
with the Placing.
Any of the Company's ordinary shares held by Avenue Europe
International Management LP, Bain Capital Credit, LP and certain
funds advised by Angelo Gordon & Co LP which are not sold in
the Placing will be subject to a 90-day lock-up (subject to certain
customary exceptions and certain other ).
The final number of Placing Shares to be placed and the placing
price will be agreed by Citi, J.P. Morgan Cazenove and the Selling
Shareholders at the close of the bookbuild process, and the results
of the Placing will be announced as soon as practicable thereafter.
The timings for the close of the bookbuild process, pricing and
allocations are at the absolute discretion of Citi, J.P. Morgan
Cazenove and the Selling Shareholders.
The Company will not receive any proceeds from the Placing.
Enquiries:
Citigroup Global Markets Limited +44 (0) 20 7500 5000
Alex Carter
Peter Brown
Chuba Ezenwa
J.P. Morgan Cazenove +44 (0) 20 7742 4000
Nicholas Hall
James Deal
Edward Digby
IMPORTANT NOTICE:
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions), Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by the Selling Shareholders or any of their respective affiliates
that would permit an offering of the Placing Shares or possession
or distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and, subject to certain exemptions, may not be
offered or sold in the United States (as defined in Regulation S
under the Securities Act). Neither this document nor the
information contained herein constitutes or forms part of an offer
to sell or the solicitation of an offer to buy securities in the
United States. There will be no public offer of any securities in
the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU. In the United
Kingdom, this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who fall within Article 49(2)(A) to
(D) of the Order, or (iii) to whom it may otherwise lawfully be
communicated.
In connection with any offering of the Placing Shares, Citi,
J.P. Morgan Cazenove and any of their affiliates acting as an
investor for their own account may take up as a proprietary
position any Placing Shares and in that capacity may retain,
purchase or sell for their own account such Placing Shares. In
addition they may enter into financing arrangements and swaps with
investors in connection with which they may from time to time
acquire, hold or dispose of Placing Shares. They do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
Citi and J.P. Morgan Cazenove which are authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, are
acting on behalf of the Selling Shareholders and no one else in
connection with any offering of the Placing Shares and will not be
responsible to any other person for providing the protections
afforded to any of its clients or for providing advice in relation
to any offering of the Placing Shares. Citi and J.P. Morgan
Cazenove will not regard any other person as its client in relation
to the offering of the Placing Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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