This announcement contains inside information for the purpose
of Article 7 of the Market Abuse Regulation (EU)
596/2014
NOT FOR DISTRIBUTION IN OR INTO OR
TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE
"U.S. SECURITIES ACT")) IN OR INTO ANY OTHER JURISDICTION OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH
DISTRIBUTION IS UNLAWFUL
HELIOS
TOWERS ANNOUNCES LAUNCH OF OFFER OF SENIOR NOTES
May
20, 2024 - HTA Group, Ltd (the "HTA
Group"), an indirect wholly owned subsidiary of Helios Towers plc
(the "Company"), announces the launch of its offering of fixed rate
senior notes, guaranteed on a senior basis by the Company and
certain of its direct and indirect subsidiaries (the "Notes").
The proceeds of the Notes will be
used (i) to repurchase any and all of the outstanding
U.S.$650,022,000 in aggregate principal amount of the HTA Group's
7.000% Senior Notes
due 2025 (the "Existing Notes") pursuant to the Tender Offer (as
defined below), (ii) with respect of the Existing Notes that are
not repurchased in the Tender Offer, to redeem in full the
remaining Existing Notes, (iii) to pay certain fees and expenses in
relation to the foregoing and (iv) to pay accrued interest on the
Existing Notes to the date of repurchase or redemption.
Concurrently with this announcement,
HTA Group announced a tender offer (the "Tender Offer") for any and
all of the outstanding U.S.$650,022,000 of aggregate principal
amount of the Existing Notes pursuant to an offer to purchase dated
the same date.
The Tender Offer is conditional
upon, among other things, the successful completion of the offering
of the Notes (the "Financing Condition").
Following completion of the Tender
Offer and provided the Financing Condition is met, HTA Group
intends to redeem any remaining outstanding Notes pursuant to the
terms of the indenture governing the Notes dated June 18, 2020. It
is expected that such redemption would be completed on June 18,
2024, and would be at a price equal to 100% of the principal amount
of each Note redeemed, plus accrued and unpaid interest (if any) to
the applicable date of redemption. Nothing in this announcement
constitutes a redemption notice.
The Company has entered into an
agreement dated May 20, 2024 with British International Investment
plc ("BII") (the "BII Investment Agreement"), an agreement dated
May 20, 2024 with DEG-Deutsche
Investions-und Entwicklungsgesellschaft mbH ("DEG") (the "DEG
Investment Agreement"), an agreement dated
May 20, 2024 with Emerging Africa Infrastructure Fund acting
through its agent Ninety One SA (Pty) Ltd ("EAIF") (the "EAIF
Investment Agreement") and an agreement dated May 20, 2024 with
International Finance Corporation ("IFC") (the "IFC Investment
Agreement"), pursuant to which BII, DEG,
EAIF and IFC, respectively, have provided their intention to
purchase a portion of the Notes from the Initial Purchasers as part
of the initial distribution of the Notes. Subject to the terms of
the BII Investment Agreement, BII will be allocated between U.S.$20
million and U.S.$30 million principal amount of Notes, subject to
the terms of the DEG Investment Agreement, DEG will be allocated
between U.S.$55 million and U.S.$60 million principal amount of
Notes, subject to the terms of the EAIF Investment Agreement, EAIF
will be allocated between U.S.$25 million and U.S.$50 million
principal amount of the Notes and subject to the terms of the IFC
Investment Agreement, IFC will be allocated between U.S.$50 million
and U.S.$80 million principal amount of the Notes, with the final
allocation to be determined by the Company.
* * * *
*
This announcement is for
informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy the Notes or the
Existing Notes, nor shall it constitute an offer, solicitation or
sale in any jurisdiction in which, or to any person to whom, such
offer, solicitation or sale would be unlawful. The Notes and the
guarantees in respect thereof have not been and will not be
registered under the U.S. Securities Act or the securities laws of
any other jurisdiction. Securities may not be offered in the United
States absent registration or an exemption from registration. No
action has been or will be taken in any jurisdiction in relation to
the Notes to permit a public offering of securities. There is no
assurance that any Notes offering will be completed or, if
completed, as to the terms on which it is completed.
The Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
The Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the United Kingdom (the "UK"). For these purposes, a retail
investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a
customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "FSMA") and any rules or
regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA. Consequently no key information document
required by the PRIIPs Regulation as it forms part of domestic law
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs
Regulation.
FCA/ICMA
Stabilisation
UK MiFIR professionals/ECPs-only /
No PRIIPs KID - Manufacturer target market (UK MiFIR product
governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs key information
document (KID) has been prepared as not available to retail in the
EEA or the United Kingdom.
In addition, this announcement is
being distributed to, and is directed at, only persons who (i) are
outside the United Kingdom; (ii) have professional experience in
matters relating to investments and who qualify as investment
professionals within the meaning of Article 19(5) of the Financial
Promotion Order; (iii) fall within Article
49(2)(a) to (d) of the Financial Promotion Order; or (iv) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA in
connection with the issue or sale of any Notes may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). The
investments to which this announcement relates are available only
to, and any invitation, offer or agreement
to subscribe, purchase or otherwise acquire such investments will
be available only to or will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this announcement or any of its contents. Persons
distributing this announcement must satisfy themselves that it is
lawful to do so.
The distribution of this
announcement in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which they are
released, published or distributed, should inform themselves about,
and observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws of any such
jurisdiction.
Forward-Looking
Information
Certain statements included herein
may constitute forward-looking statements within the meaning of the
securities laws of certain jurisdictions.
Certain such forward-looking statements can be identified by the
use of forward-looking terminology such as "believes", "expects",
"may", "are expected to", "intends", "will", "will continue",
"should", "would be", "seeks", "anticipates" or similar expressions
or the negative thereof or other variations thereof or comparable
terminology. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places
throughout this announcement and include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, among other things, the results in relation to
operations, financial condition, liquidity, prospects, growth and
strategies of the Company and the industry in which it operates. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.