REG - Helios Towers PLC - Bond Refinancing

Helios TowersAnnouncement

23/05/2024 07:00

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RNS Number : 6250P  Helios Towers PLC  23 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")) OR 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 PRICING OF U.S.$850 MILLION AGGREGATE PRINCIPAL AMOUNT
OF 7.500% SENIOR NOTES DUE 2029

May 23, 2024 - HTA Group, Ltd (the "HTA Group"), an indirect wholly owned
subsidiary of Helios Towers plc (the "Company"), announces the successful
pricing of its offering of 7.500% Senior Notes due 2029 (the "Notes"),
guaranteed on a senior basis by the Company and certain of its subsidiaries
(the "Offering").

The Notes will be issued at an issue price of 99.488% of principal amount. HTA
Group will pay interest on the Notes semi-annually in arrears on each June 4
and December 4, commencing on December 4. 2024.

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 partially repay amounts drawn under the Pari Passu Term Loan
Facilities, (iv) to repay amounts drawn under the Senegal OpCo Facilities in
full, (v) to pay certain fees, expenses and break costs in relation to the
foregoing, and (vi) to pay accrued interest on the Existing Notes to the date
of repurchase and/or redemption.

On May 20, 2024, 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.

Manjit Dhillon, Chief Financial Officer, said:

"We are delighted to announce the successful pricing of our bond offering. The
offering was three times oversubscribed, achieving a peak orderbook of
U.S.$2.5 billion. Importantly, despite the materially higher rate environment
since our last bond issuance, we expect only a 10bps change in our cost of
debt from this refinancing exercise, that also includes repaying a portion of
our Group and Senegal term facilities with the new proceeds, while at the same
time extending our average debt maturity by two years, to extend our average
remaining life to five years.

This successful refinancing reflects the Company's track record and market
diversification since our last bond offering, and expected cash flow
generation through to 2026. This has also been demonstrated through our rating
upgrades by both Moody's and S&P to B+ equivalent, and Fitch updating
their outlook to positive.

We thank our bond investors for their ongoing support in the Company and look
forward to delivering value for all stakeholders through our Sustainable
Business Strategy in the years ahead."

* * * * *

For the purposes of MAR, the person responsible for making this announcement
is Paul Barrett, General Counsel and Company Secretary.

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 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

MiFID II / UK MiFIR professionals/ECPs-only / No PRIIPs KID - Manufacturer
target market (MiFID II / 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
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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
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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
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