IHS Holding Limited (NYSE: IHS), (“IHS Towers”), one of the
largest independent owners, operators, and developers of shared
communications infrastructure in the world by tower count, rated B+
(Stable) by S&P and B+ (Stable) by Fitch, has mandated Citi,
Goldman Sachs Bank Europe SE, Rand Merchant Bank and Standard
Chartered Bank as Joint Global Coordinators and Joint Bookrunners
to organize a Global Investor Call at 3:00pm UK time on Tuesday,
November 12, 2024, along with a series of fixed income investor
meetings. A potential dual-tranche 5.5NC2 and 7NC3 Reg S / 144A USD
benchmark Senior Notes offering will follow, subject to market
conditions. Together with the Joint Global Coordinators, J.P.
Morgan is mandated as a Joint Bookrunner, and Absa, Access Bank
plc, RBC Capital Markets, and Standard Bank are mandated as
Co-Managers on the Offering. Citi is coordinating logistics.
The Global Coordinators have engaged with International Finance
Corporation (“IFC”), Emerging Africa & Asia Infrastructure Fund
Limited acting through its agent Ninety One SA (Pty) Ltd (“EAAIF”),
and The Société de Promotion et de Participation pour la
Coopération Économique S.A. (“PROPARCO”), which have confirmed
their intention to place orders to purchase an aggregate principal
amount of up to $170 million in the New Notes Offering, subject to
the final terms and conditions of the offering and satisfaction of
certain conditions precedent.
IHS Towers has also announced a tender offer to buyback up to
$250 million of its 5.625% Senior Notes due 2026, and a tender
offer and concurrent consent solicitation to buyback up to $475
million of its 8.000% Senior Notes due 2027, both conditional on
the successful completion of the new issuance. Remaining proceeds
from this new issuance will be used to repay the group bilateral
loan, pay transaction fees and expenses, accrued interest and for
general corporate purposes.
About IHS Towers: IHS Towers is one of the largest
independent owners, operators and developers of shared
communications infrastructure in the world by tower count and is
solely focused on the emerging markets. The Company has over 40,000
towers across its 10 markets, including Brazil, Cameroon, Colombia,
Côte d’Ivoire, Egypt, Kuwait, Nigeria, Rwanda, South Africa and
Zambia. For more information, please email:
communications@ihstowers.com or visit:
https://www.ihstowers.com
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other security and
shall not constitute an offer, solicitation or sale in the United
States or in any jurisdiction in which, or to any persons to whom,
such offering, solicitation or sale would be unlawful.
The Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”), or the securities laws of any other jurisdiction. The
Notes may not be offered, sold or otherwise transferred within the
United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the U.S. Securities Act), except
to qualified institutional buyers (as defined in Rule 144A of the
U.S. Securities Act (“Rule 144A”)) pursuant to Rule 144A or
pursuant to another applicable exemption from registration. No
public offering of the Notes will be made in the United States or
in any other jurisdiction where such an offering is restricted or
prohibited.
This announcement and the offering of any securities described
herein are only addressed to and directed at persons who, in the
European Economic Area or in the United Kingdom, are not retail
investors, defined as a person who is one (or more) of: (i) a
retail client, with respect to the European Economic Area, as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, “MiFID II”) and, with respect to the United
Kingdom, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer,
with respect to the European Economic Area, within the meaning of
Directive 2016/97/EU (as amended, the “Insurance Distribution
Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II and, with respect to the United Kingdom, within the
meaning of the provisions of the Financial Services and Markets Act
2000 (as amended, the “FSMA”) and any rules or regulations
made under the FSMA to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 (“UK MiFIR”) as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor, with respect
to the European Economic Area, as defined in the Prospectus
Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”)
and, with respect to the United Kingdom, as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA (the “UK Prospectus Regulation”).
Promotion of the Notes in the United Kingdom is restricted by
the Financial Services and Markets Act 2000 (the “FSMA”),
and accordingly, the Notes are not being promoted to the general
public in the United Kingdom. This announcement is for distribution
only to, and is only directed at, persons who (i) 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 “Financial
Promotion Order”), (ii) are persons falling within Article
49(2)(a) to (d) (“high net worth companies, unincorporated
associations etc.”) of the Financial Promotion Order, (iii) are
outside the UK, or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) in connection with the issue or sale of any
Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as
“relevant persons”). This announcement is directed only at relevant
persons and must not be acted on or relied on by anyone who is not
a relevant person.
Cautionary Language Regarding Forward-Looking
Statements
This announcement contains forward-looking statements. We intend
such forward-looking statements to be covered by relevant safe
harbor provisions for forward-looking statements (or their
equivalent) of any applicable jurisdiction, including those
contained in Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). All statements other
than statements of historical facts contained in this announcement
may be forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “could,” “intends,”
“targets,” “projects,” “contemplates,” “believes,” “estimates,”
“forecast,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar expressions. Forward-looking
statements contained in this announcement include, but are not
limited to statements regarding the potential dual tranche Senior
Notes offering, and the amounts of the offering thereunder, the
potential tender offer to buyback certain outstanding Senior Notes,
the ability of the Company to satisfy any conditions to complete
the transactions, and the timing of any of the foregoing.
We have based these forward-looking statements largely on our
current expectations and projections about future events and
financial trends that we believe may affect our business, financial
condition and results of operations. Forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements.
The forward-looking statements in this announcement are based
upon information available to us as of the date of this
announcement, and while we believe such information forms a
reasonable basis for such statements, such information may be
limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These
statements are inherently uncertain and investors are cautioned not
to unduly rely upon these statements. You should read this
announcement and the documents that we reference in this
announcement with the understanding that our actual future results,
performance and achievements may be materially different from what
we expect. We qualify all of our forward-looking statements by
these cautionary statements. Additionally, we may provide
information herein that is not necessarily “material” under the
federal securities laws for SEC reporting purposes, but that is
informed by various ESG standards and frameworks (including
standards for the measurement of underlying data), and the
interests of various stakeholders. Much of this information is
subject to assumptions, estimates or third-party information that
is still evolving and subject to change. For example, we note that
standards and expectations regarding greenhouse gas (GHG)
accounting and the processes for measuring and counting GHG
emissions and GHG emissions reductions are evolving, and it is
possible that our approaches both to measuring our emissions and
any reductions may be at some point, either currently or in future,
considered by certain parties to not be in keeping with best
practices. In addition, our disclosures based on any standards may
change due to revisions in framework requirements, availability of
information, changes in our business or applicable government
policies, or other factors, some of which may be beyond our
control. These forward-looking statements speak only as of the date
of this announcement. Except as required by applicable law, we do
not assume, and expressly disclaim, any obligation to publicly
update or revise any forward-looking statements contained in this
announcement, whether as a result of any new information, future
events or otherwise. Additionally, references to our website and
other documents contained in this announcement are provided for
convenience only, and their content is not incorporated by
reference into this announcement.
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version on businesswire.com: https://www.businesswire.com/news/home/20241112082554/en/
communications@ihstowers.com www.ihstowers.com
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