NOT FOR DISTRIBUTION IN OR INTO ANY
JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL
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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withdrawn pursuant to the Tender Offer (equal to approximately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tendered and not validly withdrawn and the principal amount of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:
XS2189784957
Rule
144A:
US40435WAB63 / 40435WAB6
|
|
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
|
(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Interest for the Notes validly tendered (and not validly withdrawn)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; 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.
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.