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 OR
TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE
"U.S. SECURITIES ACT")) OR IN OR INTO ANY OTHER JURISDICTION OR TO
ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH
DISTRIBUTION IS UNLAWFUL
HELIOS
TOWERS ANNOUNCES PRICING OF U.S.$850 MILLION AGGREGATE PRINCIPAL
AMOUNT OF 7.500% SENIOR NOTES DUE 2029
May
23, 2024 - HTA Group, Ltd (the "HTA
Group"), an indirect wholly owned subsidiary of Helios Towers plc
(the "Company"), announces the successful pricing of its offering
of 7.500% Senior Notes due 2029 (the "Notes"), guaranteed on a
senior basis by the Company and certain of its subsidiaries (the
"Offering").
The Notes will be issued at an issue
price of 99.488% of principal amount. HTA Group will pay interest
on the Notes semi-annually in arrears on each June 4 and December
4, commencing on December 4. 2024.
The proceeds of the Notes will be
used (i) to repurchase any and all of the outstanding
U.S.$650,022,000 in aggregate principal amount of the HTA Group's
7.000% Senior Notes due 2025 (the "Existing Notes") pursuant to the
Tender Offer (as defined below), (ii) with respect of the Existing
Notes that are not repurchased in the Tender Offer, to redeem in
full the remaining Existing Notes, (iii) to
partially repay amounts drawn under the Pari Passu Term Loan
Facilities, (iv) to repay amounts drawn under the Senegal OpCo
Facilities in full, (v) to pay certain fees, expenses and break
costs in relation to the foregoing, and (vi) to pay accrued
interest on the Existing Notes to the date of repurchase and/or
redemption.
On May 20, 2024, HTA Group announced
a tender offer (the "Tender Offer") for any and all of the
outstanding U.S.$650,022,000 of aggregate principal amount of the
Existing Notes pursuant to an offer to purchase dated the same
date.
Manjit Dhillon, Chief Financial Officer,
said:
"We are delighted to announce the
successful pricing of our bond offering. The offering was three
times oversubscribed, achieving a peak orderbook of U.S.$2.5
billion. Importantly, despite the materially higher rate
environment since our last bond issuance, we expect only a 10bps
change in our cost of debt from this refinancing exercise, that
also includes repaying a portion of our Group and Senegal term
facilities with the new proceeds, while at the same time extending
our average debt maturity by two years, to extend our average
remaining life to five years.
This successful refinancing reflects
the Company's track record and market diversification since our
last bond offering, and expected cash flow generation through to
2026. This has also been demonstrated through our rating upgrades
by both Moody's and S&P to B+ equivalent, and Fitch updating
their outlook to positive.
We thank our bond investors for
their ongoing support in the Company and look forward to delivering
value for all stakeholders through our Sustainable Business
Strategy in the years ahead."
* * * *
*
For the purposes of MAR, the person
responsible for making this announcement is Paul Barrett, General
Counsel and Company Secretary.
This announcement is for
informational purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy the Notes or the
Existing Notes, nor shall it constitute an offer, solicitation or
sale in any jurisdiction in which, or to any person to whom, such
offer, solicitation or sale would be unlawful. The Notes and the
guarantees in respect thereof have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction. Securities may not be offered in the United
States absent registration or an exemption from registration. No
action has been or will be taken in any jurisdiction in relation to
the Notes to permit a public offering of securities. There is no
assurance that any Notes offering will be completed or, if
completed, as to the terms on which it is completed.
The Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer 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. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
The Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the United Kingdom (the "UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client, 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"); (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000 (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 as it
forms part of domestic law by virtue of the EUWA. Consequently no
key information document required by the PRIIPs Regulation as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
FCA/ICMA
Stabilisation
MiFID II / UK MiFIR professionals/ECPs-only / No PRIIPs KID -
Manufacturer target market (MiFID II
/ UK MiFIR product governance) is eligible
counterparties and professional clients only (all distribution
channels). No PRIIPs key information document (KID) has been
prepared as not available to retail in the EEA or the United
Kingdom.
In addition, this announcement is
being distributed to, and is directed at, only persons who (i) are
outside the United Kingdom; (ii) have professional experience in
matters relating to investments and who qualify as investment
professionals within the meaning of Article 19(5) of the Financial
Promotion Order; (iii) fall within Article 49(2)(a) to (d) of the
Financial Promotion Order; 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"). The investments to which this
announcement relates are available only to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
investments will be available only to or will be engaged in only
with, relevant persons. Any person who is not a relevant person
should not act or rely on this announcement or any of its contents.
Persons distributing this announcement must satisfy themselves that
it is lawful to do so.
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.
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 Company
concerning, among other things, the results in relation to
operations, financial condition, liquidity, prospects, growth and
strategies of the Company 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.