REG - Merrill Lynch Helios Towers PLC - RESULTS OF SECONDARY PLACING OF HELIOS TOWERS PLC

Helios TowersAnnouncement

19/06/2024 07:00

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RNS Number : 9597S  Merrill Lynch International  19 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

 

Further to their announcement on 18 June 2024, Newlight Partners LP
("Newlight") and RIT Capital Partners plc ("RIT") announce that Newlight and
RIT (together, the "Sellers" and each a "Seller") have sold 37.6 million
ordinary shares in total, or 18.8 million ordinary shares each, in Helios
Towers plc (the "Company") (the "Sale Shares") at a price of £1.15 per Sale
Share for a total aggregate amount of gross proceeds of approximately £43.2
million (the "Sale").

 

Following settlement of the Sale, which is expected to take place on 21 June
2024, Newlight will hold approximately 13.2 per cent. and RIT will hold
approximately 3.2 per cent. of the Company's issued ordinary share capital.
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.

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

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

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 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 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 the 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 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, any 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.

 

None 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, the Company, 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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