PROPOSED SECONDARY PLACING IN HELIOS TOWERS PLC

Merrill Lynch International

18 June 2024

 

Not for release, publication or distribution in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law

This announcement contains inside information

Newlight Partners LP ("Newlight") and RIT Capital Partners plc ("RIT") announce today that Newlight and RIT (together, the "Sellers" and each a "Seller") intend to sell such number of ordinary shares of Helios Towers plc (the "Company") (the "Sale Shares") representing approximately 3% of the Company's existing issued share capital at a price of GBP1.15 per Sale Share (the "Sale"), and that an accelerated bookbuild offering of the Sale Shares to institutional investors is launching post-market close today. This press release is not and does not constitute an offer to sell and there will be no public offering of the Sale Shares in any jurisdiction.

Subject to certain customary exceptions and waiver by the Joint Bookrunners (such waiver not to be unreasonably withheld or delayed), the Sellers have severally agreed to a 90-day lock-up period from the date of pricing of the Sale in relation to their remaining ordinary shares in the Company.

Newlight and RIT have not sold any shares in Helios Towers since the Company's IPO. The Sellers' intention with this transaction is to provide additional liquidity in the Company's shares while remaining sizeable shareholders in the Company post-Sale.

BofA Securities and Jefferies International Limited are acting as Joint Global Coordinators and Joint Bookrunners on the accelerated bookbuilt offering.

The number of Sale Shares to be placed with institutional investors will be agreed by the Sellers and the Joint Bookrunnners at the close of the bookbuild process and the results of the Sale will be announced as soon as practicable thereafter.

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The contents of this announcement have been prepared by and are the sole responsibility of Newlight Partners LP and RIT Capital Partners plc.

The distribution of this announcement and the offer and sale of the Sale Shares in certain jurisdictions may be restricted by law 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.

The Sale Shares are not being offered to the public in any jurisdiction and 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 shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa. No action has been taken by the Sellers, Merrill Lynch International, Jefferies International Limited (the "Joint Bookrunners") or any of their affiliates to permit a public offering of the shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.

The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or except pursuant to an available exemption therefrom.

In member states of the European Economic Area (the "EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (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 (all such persons together with Qualified Investors in the EEA being referred to herein as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.  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.

In connection with the Sale, either of the Joint Bookrunners and any of their affiliates may take up a portion of the Sale Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Sale Shares and other securities of the Company or related investments in connection with the Sale or otherwise.  Accordingly, references in this announcement to the Sale Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Joint Bookrunners and any of their affiliates acting in such capacity.  In addition any of the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of its affiliates may from time to time acquire, hold or dispose of Sale Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint bookrunner(s). The Joint Bookrunner(s) reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the Sellers, UK MiFID II requirements and in accordance with allocation policies.

Neither of the Joint Bookrunners or any of their or their affiliates' directors, officers, 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 Newlight Partners LP, RIT Capital Partners plc, their respective 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.

Each of the Joint Bookrunners is acting on behalf of the Sellers and no one else in connection with any offering of the 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 Shares.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations 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. Any forward-looking statements are subject to risks relating to future events and assumptions. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

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