Legal Entity Identifier: 2138008RB4WDK7HYYS91

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

7 June 2022

Biffa plc

Announcement regarding possible offer

The Board of Biffa plc ("Biffa" or the "Company") announces that it has received a series of unsolicited and indicative proposals from affiliates of Energy Capital Partners, LLC ("ECP") on behalf of funds and other investment vehicles managed and/or advised by ECP and its affiliates to acquire the entire issued, and to be issued, share capital of the Company.

Following a period of discussion and negotiation, ECP's proposal is in respect of a possible offer at a price of 445 pence per Biffa share in cash (the "Proposal").

The Proposal is subject to the satisfaction or waiver of a number of customary pre-conditions, including satisfactory completion of due diligence and the finalisation and documentation of financing for the transaction.

The Board of Biffa has carefully evaluated the Proposal together with its financial adviser, Rothschild & Co, with regard to the fundamental value of Biffa as well as the likely value to be created by the continued delivery of its strategy. This evaluation also considered the various risks the Company faces including the current status of discussions between HMRC and Biffa regarding a landfill tax enquiry which is described in more detail below.

The Board of Biffa has concluded that should a firm offer be made on the same financial terms as the Proposal it would be minded to recommend it to Biffa shareholders, subject to the agreement of other customary terms and conditions. Accordingly, on the basis of the Proposal, the Board has granted ECP access to due diligence materials.

Current trading

Biffa continues to trade well, with underlying performance being in line with the Board's expectations. Volumes have remained at expected levels and Biffa continues to mitigate inflationary headwinds. Good progress continues to be made in delivering key strategic priorities including the integration of recent acquisitions, ramping up production of food grade recycled plastics, and developing energy from waste projects.

In light of the Proposal, the full year results which had been scheduled for announcement on 16 June 2022 will now be announced on 28 June 2022.

Landfill tax enquiry

As part of concerns HMRC has regarding potential misclassification of waste across the industry, Biffa is currently the subject of an enquiry by HMRC regarding certain aspects of its landfill tax compliance (the "Enquiry"). Biffa strongly refutes HMRC's concerns. The Company is fully co-operating with HMRC in relation to the Enquiry and is receiving advice from Ernst & Young. To date, no formal claim for tax has been received from HMRC, there is no certainty that HMRC will bring a claim and it is likely that it will be some time before the Enquiry reaches a conclusion.

In Biffa's view, based on advice received to date, there are a range of possible outcomes to the Enquiry, and it is not possible at this time to ascertain the quantum of any potential liability with any certainty or precision. The potential liability could range from approximately £170,000 (based on the liability declared by Biffa to HMRC following an extensive review with Ernst & Young) up to a possible maximum of approximately £153 million (being the total amount of protective assessments issued by HMRC to Biffa for the period from March 2016 to March 2020) plus penalties and interest. The protective assessments have been issued before the conclusion of the Enquiry to ensure that any claim for payment of landfill tax that may be made by HMRC is not time-barred. The protective assessments are not an indication of what any liability may actually be, nor is their existence an indication that a claim will be brought.

Important Takeover Code notes

In accordance with Rule 2.6(a) of the Code, ECP is required, by not later than 5.00 p.m. on 5 July 2022, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

Shareholders should note there is no certainty any offer will be made even if the pre-conditions referred to above are satisfied or waived.

In accordance with Rule 2.5 of the Code, ECP reserves the right to introduce alternative forms of consideration. ECP also reserves the right to make an offer on less favourable terms than those described in this announcement:

a)   to the extent that Biffa declares, makes or pays any dividend or distribution or other payment to its shareholders (in which case ECP reserves the right to make an equivalent reduction to the proposed price); and/or

b)   with the agreement of the Board of Biffa; and/or

c)   following the announcement by Biffa of a Rule 9 waiver pursuant to the Code.

For the purposes of Note 3 on Rule 2.5 of the Code, this announcement has been made with the consent of ECP.

A further announcement will be made when appropriate.

The person responsible for arranging the release of this announcement on behalf of Biffa is Sarah Parsons, Company Secretary.

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

Notice related to financial adviser

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 for 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 PRA and regulated by the FCA and the PRA in the United Kingdom and is acting exclusively for Biffa and no one else in connection with the possible offer and other matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the possible offer 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 possible offer, 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 UK 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day 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 Code, any person who is, or becomes, interested in 1% 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 pm (London time) on the business day 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 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.

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 www.biffa.com by no later than 12 noon (London time) 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.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Biffa confirms that as at the close of business on 6 June 2022 its issued share capital consisted of 305,908,483 ordinary shares of 1 pence each. The International Securities Identification Number for Biffa's ordinary shares is GB00BD8DR117. Biffa holds no shares in treasury.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Biffa who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Biffa who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.