REG - Helios Towers PLC - Launch of Senior Notes

Helios TowersAnnouncement

20/05/2024 08:15

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RNS Number : 0663P  Helios Towers PLC  20 May 2024

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.

 

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