REG - Merrill Lynch Helios Towers PLC - PROPOSED SECONDARY PLACING IN HELIOS TOWERS PLC

Helios TowersAnnouncement

18/06/2024 17:15

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RNS Number : 9378S  Merrill Lynch International  18 June 2024

Not for release, publication or distribution in the United States, Australia,
Canada, Japan or South Africa or in any other jurisdiction in which offers or
sales would be prohibited by applicable law

This announcement contains inside information

Newlight Partners LP ("Newlight") and RIT Capital Partners plc ("RIT")
announce today that Newlight and RIT (together, the "Sellers" and each a
"Seller") intend to sell such number of ordinary shares of Helios Towers plc
(the "Company") (the "Sale Shares") representing approximately 3% of the
Company's existing issued share capital at a price of GBP1.15 per Sale Share
(the "Sale"), and that an accelerated bookbuild offering of the Sale Shares to
institutional investors is launching post-market close today. This press
release is not and does not constitute an offer to sell and there will be no
public offering of the Sale Shares in any jurisdiction.

Subject to certain customary exceptions and waiver by the Joint Bookrunners
(such waiver not to be unreasonably withheld or delayed), the Sellers have
severally agreed to a 90-day lock-up period from the date of pricing of the
Sale in relation to their remaining ordinary shares in the Company.

 

Newlight and RIT have not sold any shares in Helios Towers since the Company's
IPO. The Sellers' intention with this transaction is to provide additional
liquidity in the Company's shares while remaining sizeable shareholders in the
Company post-Sale.

BofA Securities and Jefferies International Limited are acting as Joint Global
Coordinators and Joint Bookrunners on the accelerated bookbuilt offering.

The number of Sale Shares to be placed with institutional investors will be
agreed by the Sellers and the Joint Bookrunnners at the close of the bookbuild
process and the results of the Sale will be announced as soon as practicable
thereafter.

----------------------------------------------------

The contents of this announcement have been prepared by and are the sole
responsibility of Newlight Partners LP and RIT Capital Partners plc.

The distribution of this announcement and the offer and sale of the Sale
Shares in certain jurisdictions may be restricted by law and persons into
whose possession this document or other information referred to herein comes
should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

The Sale Shares are not being offered to the public in any jurisdiction and
may not be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or offering
document relating to the shares in such jurisdiction. This announcement is not
an offer of securities for sale in any jurisdiction, including the United
States, Australia, Canada, Japan or South Africa. No action has been taken by
the Sellers, Merrill Lynch International, Jefferies International Limited
(the "Joint Bookrunners") or any of their affiliates to permit a public
offering of the shares or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Neither this
announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, any offer or purchase whatsoever in any
jurisdiction and shall not constitutes or form part of an offer to sell or the
solicitation of an offer to buy any securities in the United States or in any
other jurisdiction.

 

The securities referred to herein have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States without registration thereunder or except pursuant to an
available exemption therefrom.

 

In member states of the European Economic Area (the "EEA"), this announcement
and any offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom
this announcement and any offer if made subsequently is directed exclusively
at persons who are "qualified investors" within the meaning of the UK
Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (i) who
have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within
Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together with Qualified Investors
in the EEA being referred to herein as "Relevant Persons"). This document is
directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which this document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.  This announcement is not an offer of
securities or investments for sale nor a solicitation of an offer to buy
securities or investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an offering of
the securities or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform themselves about and
to observe any such restrictions.

 

In connection with the Sale, either of the Joint Bookrunners and any of their
affiliates may take up a portion of the Sale Shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for their own
accounts such Sale Shares and other securities of the Company or related
investments in connection with the Sale or otherwise.  Accordingly,
references in this announcement to the Sale Shares being sold, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by,
any of the Joint Bookrunners and any of their affiliates acting in such
capacity.  In addition any of the Joint Bookrunners and any of their
affiliates may enter into financing arrangements (including swaps or contracts
for differences) with investors in connection with which the Joint Bookrunners
and any of its affiliates may from time to time acquire, hold or dispose of
Sale Shares. The Joint Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

 

A communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Joint bookrunner(s). The Joint Bookrunner(s) reserve the
right to take up a portion of the securities in the offering as a principal
position at any stage at their sole discretion, inter alia, to take account of
the objectives of the Sellers, UK MiFID II requirements and in accordance with
allocation policies.

 

Neither of the Joint Bookrunners or any of their or their affiliates'
directors, officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to Newlight Partners LP, RIT
Capital Partners plc, their respective subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use
of this announcement or its contents or otherwise arising in connection
therewith.

 

Each of the Joint Bookrunners is acting on behalf of the Sellers and no one
else in connection with any offering of the Shares and will not be responsible
to any other person for providing the protections afforded to any of its
clients or for providing advice in relation to any offering of the Shares.

 

This document includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future events and
assumptions. No assurances can be given that the forward-looking statements in
this document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of actual results
or otherwise.

.............................................................................................................................................

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