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
LONDON, May 20, 2024
/PRNewswire/ -- 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 (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"). Capitalized
terms used in this announcement but not otherwise defined have the
meanings given to them in the Offer to Purchase, which is
available, subject to eligibility and registration, on the tender
offer website (the "Tender Offer Website"):
https://projects.morrowsodali.com/HTA.
Summary of the Tender Offer
Description of the
Notes
|
ISIN/CUSIPs
|
Outstanding
Principal
Amount
|
Minimum
Denomination
|
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.$200,000 and
integral multiples of U.S.$1,000 thereafter
|
U.S.$1,000 per
U.S.$1,000 in
principal amount of the 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.
When considering any potential allocation of New Notes, the
Offeror intends, but is not obliged, to give some degree of
preference to those investors who, prior to such allocation, have
validly tendered, or have indicated to the Offeror or the Dealer
Managers their firm intention to tender Notes in the Tender Offer.
See the Offer to Purchase for further details.
Significant Dates and Times
Event
|
Expected Calendar
Dates and Times
|
Launch Date
|
May 20, 2024
|
Expiration
Deadline
|
5:00 p.m., New York
City time, on May 30, 2024
|
Withdrawal
Deadline
|
5:00 p.m., New York
City time, on May 30, 2024
|
Announcement of Results
of the Tender Offer
|
Expected to be on May
31, 2024
|
Guaranteed Delivery
Deadline
|
5:00 p.m., New York
City time, on June 3, 2024
|
Settlement
Date
|
Expected to be on June
4, 2024
|
Guaranteed Delivery
Settlement Date
|
Expected to be on June
4, 2024.
|
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.
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.
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.
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content:https://www.prnewswire.com/news-releases/helios-towers-announces-offer-to-purchase-for-cash-any-and-all-of-the-outstanding-7-000-senior-notes-due-2025--302149931.html
SOURCE HTA Group, Ltd.