Results of Tender Offer for Senior Notes

Helios Towers PLC

16 October 2023

 

NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

HELIOS TOWERS ANNOUNCES RESULTS OF ITS
CASH TENDER OFFER FOR UP TO U.S.$400 MILLION AGGREGATE PRINCIPAL AMOUNT OF 7.000% SENIOR NOTES DUE 2025

October 16, 2023 - HTA Group, Ltd (the "Offeror"), an indirect wholly owned subsidiary of Helios Towers plc (the "Company"), announces the results of its previously announced offer to purchase for cash (the "Tender Offer") up to U.S.$400 million aggregate principal amount (the "Maximum Tender Amount") of the 7.000% Senior Notes due 2025 issued by the Offeror (the "Notes") under an indenture dated June 18, 2020 (as amended or supplemented, the "Indenture"). The Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated September 14, 2023, as amended by the announcement of the extension of the Early Tender Time (defined below) dated September 28, 2023 (the "Offer to Purchase"), which are available, subject to holder registration and applicable restrictions, via the tender offer website (the "Tender Offer Website"): https://projects.morrowsodali.com/HTA.

As of 5:00 p.m., New York City time, on October 13, 2023 (the "Early Tender Time"), U.S.$324,978,000 aggregate principal amount of the Notes was validly tendered and not validly withdrawn pursuant to the Tender Offer. The following table identifies the principal amount of Notes the Offeror has accepted for purchase and the outstanding principal amount of Notes following October 17, 2023 (the "Settlement Date"):

Title of Notes	ISIN/CUSIP	Principal Amount of Notes Accepted for Purchase	Outstanding Principal Amount of Notes following the Settlement Date
7.000% Senior Notes due 2025 issued by HTA Group, Ltd	Regulation S: XS2189784957 Rule 144A: US40435WAB63/ 40435WAB6	U.S.$324,978,000	U.S.$650,022,000

Payment for any Notes so accepted will be made promptly on the Settlement Date. Notes not accepted for purchase will be credited on the Settlement Date to the account of the registered holder of such Notes with the relevant Clearing System (as defined in the Offer to Purchase) and otherwise returned in accordance with the Offer to Purchase.

Each holder who validly tendered and did not validly withdraw its Notes in the Tender Offer prior to the Early Tender Time will receive U.S.$970 for each U.S.$1,000 principal amount of Notes (the "Early Tender Consideration"). In addition to the Early Tender Consideration, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes, rounded to the nearest U.S.$0.01 per U.S.$1,000 principal amount of Notes with U.S.$0.005 being rounded upwards, from the last interest payment date up to, but not including, the Settlement Date (the "Accrued Interest").

The Tender Offer has now expired and no further Notes can be tendered for purchase.

The Notes acquired in the Tender Offer will be cancelled. Notes that have not been successfully tendered for purchase and accepted by the Offeror pursuant to the Tender Offer and the terms and conditions set out in the Offer to Purchase will remain outstanding and will remain subject to the terms and conditions of such Notes.

The Offeror has retained J.P. Morgan Securities plc, The Standard Bank of South Africa Limited and Standard Chartered Bank to act as the dealer managers for the Tender Offer and Morrow Sodali Limited to act as information and tender agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to Morrow Sodali Limited at [phone] / [phone] / [phone] or by email to [e-mail]. All documentation is available via the Tender Offer Website: https://projects.morrowsodali.com/HTA. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities plc by email to [e-mail]; or The Standard Bank of South Africa Limited by email to [e-mail]; or Standard Chartered Bank at by email to [e-mail].

 

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