Termination of Cash Tender Offer

RNS Number : 3760P

Helios Towers PLC

09 June 2020

 

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 ANY JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

HELIOS TOWERS ANNOUNCES THE TERMINATION OF ITS CASH TENDER OFFER FOR UP TO U.S.$325 MILLION AGGREGATE PRINCIPAL AMOUNT OF 9.125% SENIOR NOTES DUE 2022 AND INTENTION TO ISSUE A NOTICE OF CONDITIONAL REDEMPTION FOR ALL OUTSTANDING EXISTING NOTES

June 9, 2020 - Further to its previous announcement dated June 8, 2020, HTA Group, Ltd (the "Offeror"), an indirect wholly owned subsidiary of Helios Towers plc (the "Company"), announces the termination of its offer to purchase for cash (the "Tender Offer") up to U.S.$325 million aggregate principal amount of the 9.125% Senior Notes due 2022 issued by the Offeror (the "Existing Notes").

The Tender Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated June 8, 2020 (the "Offer to Purchase").

Concurrently with the Tender Offer launch announcement, the Offeror had also announced an offering of new notes (the "New Notes Offering"), to be guaranteed on a senior basis by the Company and certain of its direct and indirect subsidiaries. The proceeds from the New Notes Offering are expected to be sufficient to, among other uses of proceeds, pay the redemption price of 102.281% of the principal amount (plus any accrued interest) in connection with an optional redemption of the entire aggregate principal amount of Existing Notes outstanding pursuant to the terms of the indenture governing the Existing Notes. Consequently, the Offeror is cancelling the Tender Offer and intends to issue a notice of conditional redemption on June 9, 2020 to instead redeem all outstanding Existing Notes. The redemption will be subject to the successful completion of the New Notes Offering on terms acceptable to the Company and the Offeror.

Any Existing Notes in respect of which tender instructions have been submitted prior to this announcement will be unblocked in the relevant clearing system and will be promptly returned.

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 Offer to Purchase has not be filed or reviewed by any U.S. federal or State or any foreign securities commission or regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.

The New Notes and the guarantees in respect thereof have not been and will not be registered under the United States Securities Act of 1933. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

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 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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