REG - Helios Towers PLC - Tender Results Announcement

Helios TowersAnnouncement

31/05/2024 16:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240531:nRSe7102Qa&default-theme=true

RNS Number : 7102Q  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and not validly withdrawn pursuant to the Tender Offer (equal to approximately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and not validly withdrawn and the principal amount of Notes the Offeror has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:                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

                                 XS2189784957

                                 Rule 144A:

                                 US40435WAB63 / 40435WAB6

(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
+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) or +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. 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFLFLSEVILVIS