Not
for release, publication or distribution in the United States,
Australia, Canada, Japan or South Africa or in any other
jurisdiction in which offers or sales would be prohibited by
applicable law
This
announcement contains inside information
Newlight Partners LP ("Newlight") and RIT Capital Partners plc
("RIT") announce today that
Newlight and RIT (together, the "Sellers" and each a "Seller") intend to sell such number of
ordinary shares of Helios Towers plc (the "Company") (the "Sale Shares") representing
approximately 3% of the Company's existing issued share capital at
a price of GBP1.15 per Sale Share (the "Sale"), and that an accelerated
bookbuild offering of the Sale Shares to institutional investors is
launching post-market close today. This press release is not and
does not constitute an offer to sell and there will be no public
offering of the Sale Shares in any jurisdiction.
Subject to certain customary exceptions and waiver by
the Joint Bookrunners (such waiver not to be unreasonably withheld
or delayed), the Sellers have severally agreed to a 90-day
lock-up period from the date of pricing of the Sale in relation to
their remaining ordinary shares in the Company.
Newlight and RIT have not sold any shares in
Helios Towers since the Company's IPO. The Sellers' intention with
this transaction is to provide additional liquidity in the
Company's shares while remaining sizeable shareholders in the
Company post-Sale.
BofA Securities and Jefferies International
Limited are acting as Joint Global Coordinators and Joint
Bookrunners on the accelerated bookbuilt offering.
The number of Sale Shares to be placed with
institutional investors will be agreed by the Sellers and the Joint
Bookrunnners at the close of the bookbuild process and the results
of the Sale will be announced as soon as practicable
thereafter.
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The contents of this announcement have
been prepared by and are the sole responsibility of Newlight
Partners LP and RIT Capital Partners plc.
The distribution of this announcement
and the offer and sale of the Sale Shares in certain jurisdictions
may be restricted by law and persons into whose
possession this document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The Sale Shares are not being offered
to the public in any jurisdiction and may not be offered to the
public in any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document
relating to the shares in such jurisdiction. This announcement is
not an offer of securities for sale in any jurisdiction, including
the United States, Australia, Canada, Japan
or South Africa. No action has been taken by
the Sellers, Merrill Lynch International, Jefferies
International Limited (the "Joint
Bookrunners") or any of their affiliates to permit a public
offering of the shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Neither this announcement nor
anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or purchase whatsoever in any
jurisdiction and shall not constitutes or form part
of an offer to sell or the solicitation of an offer to buy any
securities in the United States or in any other
jurisdiction.
The securities referred to herein have
not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States
without registration thereunder or except pursuant to an available
exemption therefrom.
In member states of the European
Economic Area (the "EEA"),
this announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"). In
the United Kingdom this announcement and any offer if made
subsequently is directed exclusively at persons who are "qualified
investors" within the meaning of the UK Prospectus Regulation
(Regulation (EU) 2017/1129) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (i) who 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 "Order") or (ii) who fall within Article
49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together with Qualified
Investors in the EEA being referred to herein as "Relevant Persons"). This document is
directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. This announcement is not an offer of securities or
investments for sale nor a solicitation of an offer to buy
securities or investments in any jurisdiction where such offer or
solicitation would be unlawful. No action has been
taken that would permit an offering of the securities or possession
or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required to inform themselves about and
to observe any such restrictions.
In connection with the Sale, either of the Joint
Bookrunners and any of their affiliates may take up a portion of
the Sale Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such
Sale Shares and other securities of the Company or related
investments in connection with the Sale or otherwise.
Accordingly, references in this announcement to the Sale Shares
being sold, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, any of the Joint
Bookrunners and any of their affiliates acting in such
capacity. In addition any of the Joint Bookrunners and any of
their affiliates may enter into financing arrangements (including
swaps or contracts for differences) with investors in connection
with which the Joint Bookrunners and any of its affiliates may from
time to time acquire, hold or dispose of Sale Shares. The Joint
Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
A communication that a transaction is
or that the book is "covered" (i.e. indicated demand from investors
in the book equals or exceeds the amount of the securities being
offered) is not any indication or assurance that the book will
remain covered or that the transaction and securities will be fully
distributed by the Joint bookrunner(s). The Joint Bookrunner(s)
reserve the right to take up a portion of the securities in the
offering as a principal position at any stage at their sole
discretion, inter alia, to take account of the objectives of the
Sellers, UK MiFID II requirements and in accordance with allocation
policies.
Neither of the Joint Bookrunners or any of their
or their affiliates' directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to Newlight
Partners LP, RIT Capital Partners plc, their respective
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
Each of the Joint Bookrunners is acting on
behalf of the Sellers and no one else in connection with any
offering of the Shares and will not be responsible to any other
person for providing the protections afforded to any of its clients
or for providing advice in relation to any offering of the
Shares.
This document includes statements that are, or
may be deemed to be, forward-looking statements. These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or
other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not
historical facts. Any forward-looking statements are subject to
risks relating to future events and assumptions. No assurances can
be given that the forward-looking statements in this document will
be realised. As a result, no undue reliance should be placed on
these forward-looking statements as a prediction of actual results
or otherwise.
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