REG - Helios Towers PLC - Launch of convertible bond tender

Helios TowersAnnouncement

Yesterday 17:30

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RNS Number : 4898B  Helios Towers PLC  30 September 2025

THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO,
OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED
STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

HTA Group, Ltd launches repurchase of up to USD 120,000,000 in aggregate
principal amount of its existing USD 300,000,000 Guaranteed Senior Unsecured
Convertible Bonds due 2027

HTA Group, Ltd (the "Purchaser"), a wholly owned subsidiary of Helios Towers
plc, the independent telecommunications infrastructure company ("Helios
Towers" or the "Company"), announces an invitation, on the terms and
conditions set out below, to Eligible Bondholders (as defined below) of its
existing USD 300,000,000 Guaranteed Senior Unsecured Convertible Bonds due
2027 with ISIN code: XS2317281710 (the "Bonds") to offer to sell their Bonds
to the Purchaser for cash at the Repurchase Price (as defined below) in an
aggregate principal amount up to the Target Amount (as defined below) by way
of a reverse bookbuilding process (the "Invitation").

The Purchaser intends to repurchase up to USD 120,000,000 in aggregate
principal amount of the Bonds (the "Target Amount"), subject to its absolute
discretion on repurchase allocations and to repurchase more than or
significantly less than the Target Amount or none at all. As at 4:30p.m. (BST)
on Tuesday, 30 September 2025, USD 300,000,000 in aggregate principal amount
of the Bonds remained outstanding.

The invitation period starts after 4:30p.m. (BST) on 30 September 2025 and
ends at 8:00p.m. (BST) on 30 September 2025, subject to the right of the
Purchaser, in its sole discretion, to extend, re-open, amend or terminate the
Invitation at any time prior to announcement of the final aggregate principal
amount of the Bonds accepted for purchase pursuant to the Invitation.

To the extent that the Purchaser, in its sole discretion, accepts any Bonds
tendered by Eligible Bondholders in connection with the Invitation, such
Eligible Bondholders will receive an amount in cash per USD 200,000 in
principal amount of Bonds equal to USD 198,250 (the "Repurchase Price"), being
the Bonds' ask price of 97.625%, corresponding to USD 195,250 per USD 200,000
on the day of launch of the reverse bookbuilding after market close (Tuesday,
30 September 2025), plus the repurchase premium of 1.50%, corresponding to USD
3,000 per USD 200,000.

The Purchaser will also pay, on the Settlement Date (as defined below), an
amount in cash (rounded to the nearest USD 0.01, with USD 0.005 being rounded
upwards) equal to interest accrued and unpaid on those Bonds accepted for
purchase from and including 18 September 2025 (being the immediately preceding
interest payment date of the Bonds) to but excluding the Settlement Date,
which on the basis of the expected Settlement Date will amount to USD 351.39
per USD 200,000 in principal amount of the Bonds.

Bonds that are purchased pursuant to the Invitation will be delivered to the
Purchaser and, as permitted by the terms and conditions of the Bonds,
surrendered for cancellation.

Bonds that are not tendered and accepted for purchase pursuant to the
Invitation will remain outstanding. The Invitation is not being made, and will
not be made, directly or indirectly, in or into the United States by use of
the mails or by any means or instrumentality (including, without limitation,
e-mail, facsimile transmission, telephone, the internet and other forms of
electronic communication) of interstate or foreign commerce, or of any
facility of a national securities exchange of the United States and the
Invitation cannot be accepted, and no Bonds can be offered for sale, by any
such use, means, instrumentality or facility or from within the United States.
The Invitation is not open to any persons located or resident in the United
States, or persons acting for the account or benefit of any such persons, or
in any other jurisdiction where the Invitation or any participation therein
would be unlawful. The Invitation is targeted at Bondholders that are outside
the United States and to whom the Invitation may otherwise be lawfully made
and who are otherwise lawfully able to participate in the Invitation in
accordance with the Invitation and Distribution Restrictions set out under
"Important Information" below (such Bondholders being the "Eligible
Bondholders").

Eligible Bondholders wishing to tender any or all of their Bonds to the
Purchaser in connection with the Invitation must do so in accordance with the
procedures set out in the invitation term sheet that has been prepared by the
Purchaser in connection with the Invitation (the "Invitation Term Sheet"). The
Invitation Term Sheet will be made available to Eligible Bondholders, at their
request, by Jefferies International Limited (the "Dealer Manager") who is
acting as dealer manager in respect of the Invitation.

The Purchaser expressly reserves the right, in its sole discretion, subject to
applicable law, at any time, to amend any term of the Invitation in any
respect (including, without limitation, any acceptance deadline). The
Purchaser may continue, in its sole discretion, to also purchase Bonds through
open market transactions.

The aggregate principal amount of Bonds accepted for purchase pursuant to the
Invitation is expected to be announced on Wednesday, 01 October 2025.

Settlement of the repurchases pursuant to the Invitation is expected to occur
on or around Friday, 10 October 2025 (the "Settlement Date").

This announcement is released by Helios Towers plc and contains information in
relation to the Bonds that qualified or may have qualified as inside
information for the purposes of Article 7 of Regulation (EU) No 596/2014 as
amended and as it forms part of United Kingdom domestic law ("UK MAR"). For
the purposes of UK MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 as it forms part of United Kingdom domestic law, this
announcement is made by Manjit Dhillon, Helios Towers plc.

For further information please contact:

 

 Helios Towers plc

 Manjit Dhillon, CFO                                                  +44 7767 237010

 Chris Baker-Sams, Head of Strategic Finance and Investor Relations   +44 782 511 2288

 Jefferies International Limited                                      +44 20 7029 8000

 Dealer Manager

 Harry Le May / Dominik Gansloser / Patrick Kindler

 Headland                                                             +44 796 899 7365

 Media Relations

 Andy Rivett-Carnac / Stephanie Ellis / Joe Hughes

 

IMPORTANT INFORMATION

GENERAL

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF
AN OFFER TO SELL BONDS AND TENDERS OF BONDS FOR PURCHASE PURSUANT TO THE
INVITATION WILL NOT BE ACCEPTED FROM HOLDERS OF BONDS IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE MADE BY A
LICENSED BROKER OR DEALER AND THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE
AFFILIATES ARE SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE
INVITATION SHALL BE DEEMED TO BE MADE BY SUCH DEALER MANAGER OR SUCH
AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE PURCHASER IN SUCH
JURISDICTION.

INVITATION AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE
INVITATION IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION UNDER APPLICABLE SECURITIES LAWS.
THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY THE PURCHASER AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT,
AND TO OBSERVE, ANY SUCH RESTRICTIONS.

UNITED STATES

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE OR AN INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED, THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
SUCH REGISTRATION, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT AND THE INVITATION ARE NOT BEING MADE, AND WILL NOT BE MADE,
DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL OF, OR BY ANY MEANS
OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR OF ANY FACILITIES
OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. THIS INCLUDES, BUT IS
NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND
THE INTERNET.

THE BONDS MAY NOT BE TENDERED PURSUANT TO THIS ANNOUNCEMENT OR THE INVITATION
BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED
STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT. ACCORDINGLY, COPIES OF THIS
ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION
ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE
TRANSMITTED, DISTRIBUTED OR FORWARDED (INCLUDING, WITHOUT LIMITATION, BY
CUSTODIANS, NOMINEES OR TRUSTEES) IN OR INTO THE UNITED STATES. PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT, THE INVITATION OR ANY DOCUMENT OR OTHER
INFORMATION REFERRED TO HEREIN COMES, SHOULD INFORM THEMSELVES ABOUT AND
OBSERVE ANY SUCH RESTRICTIONS. ANY PURPORTED TENDER OF BONDS IN CONNECTION
WITH THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN
RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL
BE INVALID AND ANY PURPORTED TENDER OF BONDS IN THE INVITATION MADE BY A
PERSON LOCATED IN THE UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER
INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL GIVING
INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE
ACCEPTED.

EACH HOLDER OF BONDS PARTICIPATING IN THE INVITATION WILL REPRESENT THAT IT IS
NOT LOCATED IN THE UNITED STATES AND IS NOT PARTICIPATING IN SUCH INVITATION
FROM THE UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A
PRINCIPAL LOCATED OUTSIDE THE UNITED STATES THAT IS NOT GIVING AN ORDER TO
PARTICIPATE IN SUCH INVITATION FROM THE UNITED STATES. FOR THE PURPOSES OF
THIS AND THE ABOVE PARAGRAPHS, "UNITED STATES" MEANS THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA AND THE DISTRICT OF COLUMBIA.

UNITED KINGDOM

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE INVITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT AND ANY
SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED, BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000, AS AMENDED. ACCORDINGLY, THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS
AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO,
THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS
ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE
DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"FINANCIAL PROMOTION ORDER") OR PERSONS WHO ARE WITHIN ARTICLE 43(2) OR
49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM
IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.

ITALY

NONE OF THE INVITATION, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THIS ANNOUNCEMENT OR THE INVITATION HAVE BEEN OR WILL BE SUBMITTED
TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA
BORSA ("CONSOB") PURSUANT TO ITALIAN LAWS AND REGULATIONS.

THE INVITATION IS BEING CARRIED OUT IN THE REPUBLIC OF ITALY AS EXEMPTED
OFFERS PURSUANT TO ARTICLE 101-BIS, PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE
NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE "ITALIAN FINANCIAL SERVICES ACT")
AND ARTICLE 35-BIS, PARAGRAPH 3, OF CONSOB REGULATION NO. 11971 OF 14 MAY
1999, AS AMENDED FROM TIME TO TIME (THE "ISSUERS' REGULATION"). ACCORDINGLY,
THE INVITATION IS ONLY ADDRESSED TO HOLDERS OF BONDS LOCATED IN THE REPUBLIC
OF ITALY WHO ARE "QUALIFIED INVESTORS" (INVESTITORI QUALIFICATI), AS DEFINED
PURSUANT TO AND WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE REGULATION (EU)
2017/1129 AND ARTICLE 34-TER, FIRST PARAGRAPH, LETTER B) OF THE ISSUERS'
REGULATION.

HOLDERS OR BENEFICIAL OWNERS OF THE BONDS LOCATED IN THE REPUBLIC OF ITALY CAN
TENDER SOME OR ALL OF THEIR BONDS PURSUANT TO THE INVITATION THROUGH
AUTHORISED PERSONS (SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL
INTERMEDIARIES PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN ACCORDANCE
WITH THE ITALIAN FINANCIAL SERVICES ACT, CONSOB REGULATION NO. 20307 OF 15
FEBRUARY 2018, AS AMENDED FROM TIME TO TIME, AND LEGISLATIVE DECREE NO. 385 OF
1 SEPTEMBER 1993, AS AMENDED) AND IN COMPLIANCE WITH APPLICABLE LAWS AND
REGULATIONS OR WITH REQUIREMENTS IMPOSED BY CONSOB OR ANY OTHER ITALIAN
AUTHORITY.

EACH INTERMEDIARY MUST COMPLY WITH THE APPLICABLE LAWS AND REGULATIONS
CONCERNING INFORMATION DUTIES VIS-À-VIS ITS CLIENTS IN CONNECTION WITH THE
BONDS OR THE INVITATION.

FRANCE

THIS ANNOUNCEMENT AND ANY OTHER OFFERING MATERIAL RELATING TO THE INVITATION
MAY NOT BE DISTRIBUTED IN THE REPUBLIC OF FRANCE EXCEPT TO QUALIFIED INVESTORS
AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS

THIS ANNOUNCEMENT MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS
THE WORDS "BELIEVE", "ANTICIPATE", "ESTIMATE", "EXPECT", "INTEND", "PREDICT",
"PROJECT", "COULD", "MAY", "WILL", "PLAN" OR BY THE USE OF SIMILAR EXPRESSIONS
OR VARIATIONS ON SUCH EXPRESSIONS. FORWARD-LOOKING STATEMENTS ARE BASED ON
CURRENT PLANS, ESTIMATES AND PROJECTIONS AND ARE SUBJECT TO INHERENT RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENTS MADE IN THIS
ANNOUNCEMENT SPEAK ONLY AS OF THE DATE HEREOF. THE PURCHASER DOES NOT INTEND
TO PUBLICLY UPDATE OR REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS INVITATION NOR ASSUMES ANY
RESPONSIBILITY TO DO SO.

Belgium

The InVITATION is not being made, and will not be made or advertised, directly
or indirectly, to any individual in Belgium  qualifying as a consumer within
the meaning of Article I.1, 2° of the Belgian Code of Economic Law, as
amended from time to time (a Belgian Consumer) and INVITATION TERM SHEET or
any other documents or materials  relating to the Offer have not been and
shall not be distributed, directly or indirectly, in Belgium to Belgian
Consumers.

MAURITIUS

THIS INVITATION TERM SHEET HAS NOT BEEN AND WILL NOT BE REGISTERED AS A
PROSPECTUS WITH THE FINANCIAL SERVICES COMMISSION OF MAURITIUS. THIS
INVITATION AND THE BONDS ARE NOT AND SHOULD NOT BE CONSTRUED AS ADVERTISEMENT
OR AS AN OFFER OR SALE OF SECURITIES TO THE PUBLIC. THE FSC TAKES NO
RESPONSIBILITY FOR THE CONTENTS OF THE INVITATION. THE BONDS MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN MAURITIUS.

NEITHER THIS INVITATION, NOR ANY OTHER OFFERING MATERIAL OR INFORMATION
CONTAINED HEREIN RELATING TO THE OFFER OF THE BONDS, MAY BE TREATED AS A
PROSPECTUS AND BE RELEASED OR ISSUED TO THE PUBLIC IN MAURITIUS OR USED IN
CONNECTION WITH ANY SUCH OFFER.

 

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