Tender Results Announcement

Helios Towers PLC

31 May 2024

 

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 OFFER TO PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING 7.000% SENIOR NOTES DUE 2025

May 31, 2024 - HTA Group, Ltd. (the "Offeror"), a wholly owned subsidiary of Helios Towers plc (the "Company"), announces the results to date of its previously announced offer to purchase for cash (the "Tender Offer") the 7.000% Senior Notes due 2025 issued by the Offeror (the "Notes"). The Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated May 20, 2024 (the "Offer to Purchase").

Capitalized terms in this announcement and not defined have the meaning assigned to them in the Offer to Purchase dated May 20, 2024, which is available, subject to eligibility and registration, on the tender offer website (the "Tender Offer Website"): https://projects.morrowsodali.com/HTA.

As of 5:00 p.m., New York City time, on May 30, 2024 (the "Expiration Time"), U.S.$549,214,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer (equal to approximately 84.5% of the principal amount of Notes outstanding). The following table identifies the Purchase Price, the principal amount of Notes validly tendered and not validly withdrawn and the principal amount of Notes the Offeror has accepted for purchase, as well as the outstanding principal amount:

Description of the Notes		ISIN/CUSIPs		Purchase Price		Principal Amount Tendered(1)		Outstanding Principal Amount Following Settlement of the Tender Offer
7.000% Senior Notes due 2025		Regulation S: XS2189784957 Rule 144A: US40435WAB63 / 40435WAB6		U.S.$1,000 per U.S.$1,000 in principal amount of the Notes		U.S.$549,214,000		U.S.$100,808,000

(1)   No Notes were tendered under the Guaranteed Delivery Procedures.

In addition to the Purchase Price, Holders whose Notes are accepted for purchase will be paid an Accrued Interest Amount. Accrued Interest will cease to accrue on the Settlement Date.

The Purchase Price and the Accrued Interest for the Notes validly tendered (and not validly withdrawn) in the Tender Offer will be paid on the Settlement Date subject to any postponement of the Settlement Date as described in the Offer to Purchase. The Settlement Date for the Tender Offer will be June 4, 2024.

The Tender Offer has now expired, and no further Notes can be tendered for purchase. All Notes accepted for purchase pursuant to the Tender Offer will be cancelled.

On May 20, 2024, the Company issued a notice of redemption for all of the Notes that remain outstanding following the completion of the Tender Offer, with June 18, 2024 being the date fixed for such redemption.

On May 22, 2024, the Offeror completed the successful pricing of an offering of new notes (the "New Notes Offering") guaranteed by the Company and certain of its direct and indirect subsidiaries. A portion of the proceeds from the New Notes Offering is expected to fund the Tender Offer. The Offeror expects the settlement of the New Notes Offering to occur on June 4, 2024. The settlement of the New Notes Offering will satisfy the Financing Condition (as defined in the Offer to Purchase).

The Offeror has retained Merrill Lynch International, 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] (Hong Kong), [phone] (Europe), [phone] (U.S.) or by email to [e-mail]. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities plc by email to [e-mail]; Merrill Lynch International at [phone] (Europe) or [phone] (U.S. Toll Free) or by email to [e-mail]; the Standard Bank of South Africa Limited by email to [e-mail] or Standard Chartered Bank at [phone] (Europe) or [phone] (U.S.) or by email to [e-mail].

This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer is only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offer. Any notes issued pursuant to the New Notes Offering and the guarantees in respect thereof have not been and will not be registered under the United States Securities Act of 1933. Neither the Tender Offer nor this announcement is an offer to sell or a solicitation of an offer to buy any notes issued pursuant to the New Notes Offering. No action has been or will be taken in any jurisdiction in relation to any notes issued pursuant to the New Notes Offering to permit a public offering of securities.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Offeror, the dealer managers and the information and tender agent to inform themselves about and to observe any 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 Offeror concerning, among other things, the results in relation to operations, financial condition, liquidity, prospects, growth and strategies of the Offeror 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.

These forward-looking statements speak only as of the date of this announcement. The Offeror does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under Rule 14e-1 under the United States Securities Exchange Act of 1934.

 

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