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:
XS2189784957
Rule
144A:
US40435WAB63 / 40435WAB6
|
|
U.S.$650,022,000
|
|
U.S.$1,000 per U.S.$1,000 in principal amount of
Notes
|
|
Any and
all
|
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; 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.
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.