REG - Helios Towers PLC - Offer to Purchase 2025 Notes

Helios TowersAnnouncement

20/05/2024 08:15

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RNS Number : 0661P  Helios Towers PLC  20 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 ANY JURISDICTION OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

 

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

May 20, 2024 - HTA Group, Ltd (the "Offeror"), an indirect wholly owned
subsidiary of Helios Towers plc (the "Company"), announces the launch of its
offer to purchase for cash any and all of the 7.000% Senior Notes due 2025
issued by the Offeror and guaranteed on a senior basis by the Company and
certain of its direct and indirect subsidiaries (the "Notes"), upon the terms
and subject to the conditions set forth in the offer to purchase dated May 20,
2024 (the "Offer to Purchase"), including, but not limited to, the Financing
Condition (as defined below) (the "Tender Offer"), which is available, subject
to eligibility and registration, on the tender offer website (the "Tender
Offer Website"): https://projects.morrowsodali.com/HTA.

The Offeror is making the Tender Offer, in combination with the New Notes
Offering (as defined below), as a way of managing the financial liabilities
and cost of debt financing of the Company and its consolidated subsidiaries.
Subject to the minimum denomination of the Notes, the "Purchase Price" per
U.S.$1,000 principal amount of Notes validly tendered and accepted for
purchase pursuant to the Tender Offer will be U.S.$1,000.

The Tender Offer will expire at 5:00 p.m., New York City time, on May 30,
2024, unless extended or earlier terminated (such time and date, as the same
may be extended, the "Expiration Deadline"). Holders who tender their Notes
may withdraw such Notes at any time prior to 5:00 p.m., New York City time, on
May 30, 2024 (such time and date, as the same may be extended).

The following table sets forth certain details of the Tender Offer:

 

 Description of the Notes        ISIN/CUSIP                   Outstanding Principal Amount    Purchase Price                                            Amount Subject to the Tender Offer
 7.000% Senior Notes due 2025    Regulation S:                U.S.$650,022,000                U.S.$1,000 per U.S.$1,000 in principal amount of Notes    Any and all

                                 XS2189784957

                                 Rule 144A:

                                 US40435WAB63 / 40435WAB6

In addition to the Purchase Price, 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, with half a cent rounded upwards, per U.S.$1,000 principal
amount of Notes, from and including the last interest payment date up to, but
not including, the Settlement Date (the "Accrued Interest").

Concurrently with the announcement of the Tender Offer, the Offeror announced
an offering of new U.S. dollar-denominated senior notes (the "New Notes"),
subject to market conditions (the "New Notes Offering"). Subject to the
successful closing of the New Notes Offering, a portion of the proceeds from
the New Notes Offering is expected to fund the Tender Offer. This announcement
does not constitute an offer to sell or a solicitation of an offer to buy any
New Notes. No assurances can be given that the Offeror will complete the New
Notes Offering. The Tender Offer is conditioned upon, among other things, the
successful completion (in the sole determination of the Offeror) of the New
Notes Offering (the "Financing Condition").

Following completion of the Tender Offer and provided the Financing Condition
is met, the Offeror intends to redeem any remaining outstanding Notes pursuant
to the terms of the indenture governing the Notes dated June 18, 2020 (as
amended or supplemented, the "Indenture"). It is expected that such redemption
would be completed on June 18, 2024, and would be at a price equal to 100% of
the principal amount of each Note redeemed, plus accrued and unpaid interest
(if any) to the applicable date of redemption. Nothing in this announcement
constitutes a redemption notice.

The Offeror intends, in connection with the allocation of New Notes in the New
Notes Offering, to consider among other factors whether or not the relevant
investor seeking an allocation of the New Notes has validly tendered or
indicated to the Offeror or the Dealer Managers a firm intention to tender any
Notes it holds pursuant to the Tender Offer and, if so, the aggregate
principal amount of such Notes tendered or intended to be tendered by such
investor. When determining allocations of the New Notes, the Offeror intends
to give some degree of preference to such investors. However, the Offeror will
consider various factors in making allocation decisions and is not obliged to
allocate any New Notes to an investor who has validly tendered or indicated to
the Offeror or the Dealer Managers a firm intention to tender any Notes it
holds pursuant to the Tender Offer and if allocated, the allocated amount may
be more or less than the amount tendered and accepted to purchase.

Any potential allocation of the New Notes, while being considered by the
Offeror as set out above, will be made in accordance with customary new issue
allocation processes and procedures following the completion of the book
building process for the offering of the New Notes and will be made at the
sole discretion of the Offeror. In the event that a Holder validly tenders
Notes pursuant to the Tender Offer, such Notes will remain subject to such
tender and the conditions of the Tender Offer as set out in this Offer to
Purchase irrespective of whether that Holder receives all, part or none of any
allocation of New Notes for which it has applied.

The New Notes are expected to price and be allocated prior to the Expiration
Deadline and as such, investors should contact either the Offeror or any of
the Dealer Managers to provide firm indications that they intend to tender
Notes pursuant to the Tender Offer as soon as possible, using the contact
details in this announcement.

Guaranteed Delivery (DTC only)

If a Holder desires to tender the Notes held through DTC and if time will not
permit such Holders to comply with the procedures of the relevant Clearing
System to submit a valid tender instruction before the Expiration Deadline,
the Holder may nevertheless tender the Notes, provided that the Holder
delivers the Notice of Guaranteed Delivery and satisfies all other conditions
set forth in the Offer to Purchase.

Significant Events, Dates and Times

 Event                                        Expected Calendar Dates and Times               Description
 Launch Date                                  May 20, 2024                                    Commencement of the Tender Offer and intention of the Offeror to issue the New
                                                                                              Notes announced.

                                                                                              Offer to Purchase and form of Notice of Guaranteed Delivery available from the
                                                                                              Information and Tender Agent.
 Expiration Deadline                          5:00 p.m., New York City time, on May 30, 2024  The deadline for Holders to submit Tender Instructions (or, where applicable,
                                                                                              Notices of Guaranteed Delivery) to be eligible for the Purchase Price plus
                                                                                              Accrued Interest.
 Withdrawal Deadline                          5:00 p.m., New York City time, on May 30, 2024  Deadline for Holders to properly withdraw tenders of their Notes (or, where
                                                                                              applicable, Notices of Guaranteed Delivery).
 Announcement of Results of the Tender Offer  Expected to be on May 31, 2024                  The Offeror expects to announce the aggregate principal amount of Notes to be
                                                                                              accepted for purchase pursuant to the Tender Offer (assuming that the
                                                                                              Financing Condition has been satisfied or waived and that Notes tendered in
                                                                                              accordance with the Guaranteed Delivery Procedures are validly delivered by
                                                                                              the Guaranteed Delivery Deadline).
 Guaranteed Delivery Deadline                 5:00 p.m., New York City time, on June 3, 2024  The last time and date for Holders to validly deliver Notes in respect of
                                                                                              which a Notice of Guaranteed Delivery was delivered at or prior to the
                                                                                              Expiration Deadline.
 Settlement Date                              Expected to be on June 4, 2024                  The date we will deposit with the Clearing Systems the amount of cash
                                                                                              necessary to pay, and the Clearing Systems will pay, to each Holder whose
                                                                                              Notes are accepted for purchase but have not been previously purchased on the
                                                                                              Settlement Date, the Purchase Price plus any Accrued Interest in respect of
                                                                                              such Notes.
 Guaranteed Delivery Settlement Date          Expected to be on June 4, 2024.                 The date we will deposit with the Clearing Systems the amount of cash
                                                                                              necessary to pay, and the Clearing Systems will pay, to each Holder whose
                                                                                              Notes are accepted for purchase pursuant to the Guaranteed Delivery Procedures
                                                                                              the Purchase Price plus any Accrued Interest in respect of such Notes.

                                                                                              Accrued Interest will cease to accrue on the Settlement Date, and (in the case
                                                                                              of Notes for which the Guaranteed Delivery Procedures are used) no additional
                                                                                              accrued interest will be paid in respect of the period from the Settlement
                                                                                              Date to the Guaranteed Delivery Settlement Date.

 

Subject to applicable law and the terms and conditions of the Offer to
Purchase, the Offeror may terminate the Tender Offer, waive any or all of the
conditions of the Tender Offer prior to the Expiration Deadline, extend the
Expiration Deadline or amend the terms of the Tender Offer.

None of the Offeror, the guarantors of the Notes, the dealer managers, the
information and tender agent or the trustee (nor any director, officer,
employee, agent or affiliate of, any such person) makes any recommendation
whether holders should tender or refrain from tendering Notes in the Tender
Offer. Holders must make their own decision as to whether to tender Notes and,
if so, the principal amount of the Notes to tender. Holders are urged to
evaluate carefully all information in the Offer to Purchase, consult their own
investment and tax advisers and make their own decisions whether to tender
Notes in the Tender Offer, and, if so, the principal amount of Notes to
tender.

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
+852 2319 4130 (Hong Kong), +44 20 4513 6933 (Europe), +1 203 609 4910
(U.S.)  or by email to HTA@investor.morrowsodali.com. Questions regarding the
Tender Offer may be directed to J.P. Morgan Securities plc by email to
em_europe_lm@jpmorgan.com
(file:///C:/Users/Jalves/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/D4KSQ1FM/em_europe_lm@jpmorgan.com)
; Merrill Lynch International at +44 20 7996 5420 (Europe), +1 (888) 292-0070
(U.S. Toll Free) or by email to DG.LM-EMEA@bofa.com; the Standard Bank of
South Africa Limited by email to LiabilityManagement@standardsbg.com or
Standard Chartered Bank at +44 20 7885 5739 (Europe) or +1 212 667-0351 (U.S.)
or by email to liability_management@sc.com
(mailto:liability_management@sc.com) .

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.

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. The Tender Offer
is not an offer to sell or a solicitation of an offer to buy the New Notes. 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.

Offer and Distribution Restrictions

United Kingdom

The communication of this announcement and any other documents or materials
relating to the Tender Offer is not being made and such documents and/or
materials have not been approved by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, this
announcement and such documents and/or materials are not being distributed to,
and must not be passed on to, persons in the United Kingdom other than (i) to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial
Promotion Order")), (ii) to those persons who are within Article 43(2) of the
Financial Promotion Order, including existing members and creditors of the
Offeror, (iii) to those persons who are outside the United Kingdom, or (iv) to
any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (all such persons together being referred to as
"Relevant Persons") and the transactions contemplated herein will be available
only to, and engaged in only with, Relevant Persons. Any person who is not a
Relevant Person should not act on or rely on this announcement or any of its
contents.

France

This announcement and any other documents or offering materials relating to
the Tender Offer may not be distributed in the Republic of France except to
qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1120,
as amended.

Italy

None of this announcement or any other document or materials relating to the
Tender Offer have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to
Italian laws and regulations. The Tender Offer is being carried out in the
Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 3 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"). Accordingly,
the Tender Offer is only addressed to holders of Notes located in the Republic
of Italy who are "qualified investors" (investitori qualificati) as defined
pursuant to and within the meaning of Article 2(1)(e) of the Regulation (EU)
2017/1129 and article 34-ter, paragraph 1, letter b) of the Issuers'
Regulation. Holders or beneficial owners of the Notes that are resident and/or
located in the Republic of Italy can tender Notes for purchase in the Tender
Offer through authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy
in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of
15 February 2018, as amended, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with any other applicable laws and
regulations and with any requirements imposed by CONSOB and any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Tender Offer.

Belgium

Neither this announcement nor any other documents or materials relating to the
Tender Offer have been submitted to or will be submitted for approval or
recognition to the Financial Services and Markets Authority (Autorité des
services et marchés financiers / Autoriteit voor financiële diensten en
markten) and, accordingly, the Tender Offer may not be made in Belgium by way
of a public offering, as defined in Articles 3 of the Belgian Law of April 1,
2007 on public takeover bids as amended (the "Belgian Takeover Law"), save in
those circumstances where a private placement exemption is available. The
Tender Offer is conducted exclusively under applicable private placement
exemptions. The Tender Offer may therefore not be advertised and the Tender
Offer will not be extended, and neither this announcement nor any other
documents or materials relating to the Tender Offer (including any memorandum,
information circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in
Belgium other than (i) to "qualified investors" within the meaning of Article
2, e) of Regulation (EU) 2017/1129 and (ii) in any circumstances set out in
Article Article 6, §4 of the Belgian Takeover Law. This announcement has been
issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Tender Offer. Accordingly, the information
contained in this announcement may not be used for any other purpose or
disclosed to any other person in Belgium.

Republic of Mauritius

This announcement has not been and will not be registered as a prospectus with
the Financial Services Commission of Mauritius (the "FSC"). This announcement
will not be approved by the FSC. This announcement is not and should not be
construed as advertisement or as an offer or sale of securities to the public.
The FSC takes no responsibility for the contents of the announcement.

General

This announcement does not constitute an offer to buy or the solicitation of
an offer to sell Notes, and tenders of Notes in the Tender Offer will not be
accepted from Holders, in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue
sky or other laws require the Tender Offer to be made by a licensed broker or
dealer and the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Tender Offer shall be
deemed to be made by the Dealer Managers or such affiliate, as the case may
be, on behalf of the Offeror in such jurisdiction. The terms "affiliate" or
"affiliates" when used in relation to the Dealer Managers shall have the
meaning conferred to such term under Rule 501(b) of Regulation D under the
United States Securities Act of 1933.

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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