TIDMHTWS
RNS Number : 4382M
Helios Towers PLC
14 September 2023
This announcement contains inside information for the purpose of
Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR")
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 CASH TER OFFER FOR UP TO U.S.$400
MILLION AGGREGATE PRINCIPAL AMOUNT OF 7.000% SENIOR NOTES DUE
2025
September 14, 2023 - 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 (the "Tender
Offer") up to U.S.$400 million aggregate principal amount (the
"Maximum Tender Amount") of the 7.000% Senior Notes due 2025 issued
by the Offeror (the "Notes") under an indenture dated June 18, 2020
(as amended or supplemented, the "Indenture"). The Tender Offer is
made upon the terms and subject to the conditions set forth in the
offer to purchase dated September 14, 2023 (the "Offer to
Purchase"), which is available, subject to holder registration and
applicable restrictions, via the tender offer website (the "Tender
Offer Website"): https://projects.morrowsodali.com/HTA.
The Offeror reserves the right to increase or decrease the
Maximum Tender Amount at its sole discretion.
The Tender Offer will expire at 5:00 p.m., New York City time,
on October 13, 2023, unless extended or earlier terminated (such
time and date, as the same may be extended, the "Expiration Time").
Holders who tender their Notes may withdraw such Notes at any time
prior to 5:00 p.m., New York City time, on September 27, 2023 (such
time and date, as the same may be extended, the "Withdrawal
Deadline").
To receive the Early Tender Consideration (as defined below),
which includes an early tender payment of U.S.$30 per U.S.$1,000
principal amount of the Notes accepted for purchase pursuant to the
Tender Offer (the "Early Tender Payment"), holders must validly
tender and not validly withdraw their Notes prior to 5:00 p.m., New
York City time, on September 27, 2023, unless extended (such time,
as the same may be extended, the "Early Tender Time"). Holders who
validly tender their Notes after the Early Tender Time but at or
prior to the Expiration Time will be eligible to receive only the
Tender Offer Consideration, which is an amount equal to the Early
Tender Consideration (as defined below) minus the Early Tender
Payment.
The following table sets forth certain terms of the Tender
Offer:
Outstanding Maximum Early
Title of Principal Tender Tender Offer Tender Early Tender
Notes ISIN/CUSIP Amount Amount Consideration(1)(4) Payment(2) Consideration(2)(3)(4)
-------------- ----------------------- ------------- ------------- -------------------- ----------- -----------------------
7.000% Senior Regulation S: U.S.$975,000 U.S.$400,000 U.S.$940 U.S.$30 U.S.$970
Notes due XS2189784957 ,000 ,000
2025 issued Rule 144A: aggregate
by HTA Group, US40435WAB63/40435WAB6 principal
Ltd amount,
subject to
increase or
decrease in
the
Offeror's
sole
discretion
___________________
(1) Per U.S.$1,000 principal amount of Notes validly tendered
after the Early Tender Time but on or prior to the Expiration Time
and accepted for purchase.
(2) Per U.S.$1,000 principal amount of Notes validly tendered on
or prior to the Early Tender Time and accepted for purchase.
(3) The Early Tender Consideration includes the Early Tender
Payment.
(4) Excludes accrued interest, which will also be paid.
In addition to the Tender Offer Consideration or the Early
Tender Consideration, as applicable, all holders of Notes accepted
for purchase will also receive accrued and unpaid interest on such
Notes in cash, rounded to the nearest U.S.$0.01 per U.S.$1,000
principal amount of Notes with U.S.$0.005 being rounded upwards,
from and including the last interest payment date up to, but not
including, the Settlement Date (as defined below) (the "Accrued
Interest").
Notes may be subject to proration if the aggregate principal
amount of the Notes validly tendered and not validly withdrawn as
of the Early Tender Time or the Expiration Time, as applicable, is
greater than the Maximum Tender Amount. Furthermore, as described
in the Offer to Purchase, Notes tendered at or prior to the Early
Tender Time will be accepted for purchase in priority to Notes
tendered after the Early Tender Time, and to the extent Notes are
tendered at or prior to the Early Tender Time and accepted for
purchase pursuant to the Tender Offer, the portion of the Maximum
Tender Amount available for the purchase of Notes tendered after
the Early Tender Time could be reduced significantly or eliminated
altogether.
The Offeror is making the Tender Offer in combination with a new
revolving credit facility agreement dated September 13, 2023 with
total commitments of up to U.S.$120,000,000, between, among others,
the Offeror, Helios Towers plc (the "Company") and The Standard
Bank of South Africa Limited as security agent and facility agent
(the "New Pari Passu RCF") and a term loan facilities agreement
dated September 13, 2023 with total commitments of up to
U.S.$600,000,000 between, among others, the Company and The
Standard Bank of South Africa Limited as security agent and
facility agent (the "New Pari Passu Term Facilities"). A portion of
the proceeds from the New Pari Passu Term Facilities is expected to
fund the Tender Offer. The Offeror is making the Tender Offer, in
combination with entering into the New Pari Passu RCF and the New
Pari Passu Term Facilities, as a way of managing the financial
liabilities and cost of debt financing of the Company and its
consolidated subsidiaries (together, the "Group").
The proceeds from the New Pari Passu Term Facilities will also
be used for general corporate purposes (including acquisitions)
and, among other things, to repay all amounts outstanding under the
term facility of the Company and Offeror originally dated June 8,
2020 (as amended, supplemented and/or restated from time to time).
The New Pari Passu Term Facilities has a tenor of five years from
the date of its execution.
The New Pari Passu RCF is expected to be undrawn as of the
Settlement Date, and together with the New Pari Passu Term
Facilities, will rank pari passu with the Notes and will benefit
from the same guarantees and share in the collateral. The revolving
credit facility of the Company and Offeror, originally dated June
8, 2020 (as amended, supplemented and/or restated from time to
time), was cancelled on the date the New Pari Passu RCF was
executed. The New Pari Passu RCF has a tenor of four years and six
months from the date of its execution.
The Standard Bank of South Africa Limited and Standard Chartered
Bank were mandated lead arrangers for the New Pari Passu Term
Facilities and New Pari Passu RCF, The Mauritius Commercial Bank
Limited was a mandated lead arranger for the New Pari Passu Term
Facilities and J.P. Morgan Securities plc. was a mandated lead
arranger for the New Pari Passu RCF.
The availability of the New Pari Passu Term Facilities and New
Pari Passu RCF is subject to the satisfaction of certain customary
conditions precedent. The satisfaction or waiver of the conditions
precedent under the New Pari Passu Term Facilities and the
availability of proceeds thereunder to fund the Tender Offer are
conditions to the Offeror's obligation to accept and pay for Notes
validly tendered pursuant to the Tender Offer.
Subject to the Maximum Tender Amount and the proration
arrangements applicable to the Tender Offer, it is expected that
payment for Notes tendered at or prior to the Early Tender Time and
accepted for purchase, and payment for Notes tendered after the
Early Tender Time but at or prior to the Expiration Time and
accepted for purchase will be made on October 17, 2023 (the
"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 Time, extend the Expiration Time 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 or agents
under the Indenture (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 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 +44 20 4513 6933 / +852
2319 4130 / +1 203 609 4910 or by email to
HTA@investor.morrowsodali.com . All documentation is available via
the Tender Offer Website: https://projects.morrowsodali.com/HTA .
Questions regarding the Tender Offer may be directed to J.P. Morgan
Securities plc by email to em_europe_lm@jpmorgan.com ; or The
Standard Bank of South Africa Limited by email to
LiabilityManagement@standardsbg.com ; or Standard Chartered Bank 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 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.
For the purposes of MAR, the person responsible for making this
announcement is Paul Barrett, General Counsel and Company
Secretary.
Offer and Distribution Restrictions
United Kingdom
The communication of this announcement, the Offer to Purchase
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
Offer to Purchase 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, the
Offer to Purchase or any of their contents.
France
The Tender Offer is not being made, directly or indirectly, to
the public in France. None of this announcement, the Offer to
Purchase or any other documents or offering materials relating to
the Tender Offer, has been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, other than
individuals, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Tender Offer. This
announcement has not been submitted to the clearance procedures
(visa) of the Autorité des marchés financiers.
Italy
None of this announcement, the Offer to Purchase 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
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 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders or beneficial owners of the Notes that are
resident and/or located in 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
None of this announcement, the Offer to Purchase or 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 and 6
of the Belgian Law of April 1, 2007 on public takeover bids as
amended or replaced from time to time. Accordingly, the Tender
Offer may not be advertised and the Tender Offer will not be
extended, and neither this Offer to Purchase 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
"qualified investors" in the sense of Article 10 of the Belgian Law
of June 16, 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets, acting on their own account. This Offer to Purchase 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 the Offer to Purchase may
not be used for any other purpose or disclosed to any other person
in Belgium.
Republic of Mauritius
The Offer to Purchase has not been and will not be registered as
a prospectus with the Financial Services Commission of Mauritius
(the "FSC"). The Offer to Purchase will not be approved by the FSC.
The Offer to Purchase 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 Offer to
Purchase.
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 any of the dealer managers or any of the dealer managers'
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Tender Offer shall be deemed to be made by
such dealer manager or affiliate, as the case may be, on behalf of
the Offeror in 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.
Miscellaneous
The terms "affiliate" or "affiliates" when used in relation to
the dealer managers shall have the meaning conferred to such terms
under Rule 501(b) of Regulation D under the United States
Securities Act of 1933.
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END
TENGPUAWBUPWUAC
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September 14, 2023 02:00 ET (06:00 GMT)
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