REG - Helios Towers PLC - LAUNCH OF OFFER OF SENIOR NOTES

Helios TowersAnnouncement

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RNS Number : 9275X  Helios Towers PLC  24 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, 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")) 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 LAUNCH OF OFFER OF SENIOR NOTES

March 24, 2026 - HTA Group, Ltd (the "HTA Group"), an indirect wholly owned
subsidiary of Helios Towers plc (the "Company"), announces the launch of its
offering of fixed rate senior notes, guaranteed on a senior basis by the
Company and certain of its direct and indirect subsidiaries (the "Notes").

The proceeds of the Notes will be used (i) to prepay in full the outstanding
amounts under the term facilities in an aggregate amount of U.S.$445.0
million, (ii) for general corporate purposes and (iii) to pay certain fees and
expenses in relation to the foregoing.

The Company has entered into an agreement dated March 24, 2026 with British
International Investment plc ("BII") (the "BII Investment Agreement"), an
agreement dated March 24, 2026 with DEG-Deutsche Investitions-und
Entwicklungsgesellschaft mbH ("DEG") (the "DEG Investment Agreement") and an
agreement dated March 24, 2026 with International Finance Corporation ("IFC")
(the "IFC Investment Agreement"), pursuant to which BII, DEG and IFC,
respectively, have expressed an interest in purchasing a portion of the Notes
from the Initial Purchasers as part of the initial distribution of the Notes.
Subject to the terms of the BII Investment Agreement, BII will be allocated
between U.S.$20 million and U.S.$25 million principal amount of the Notes;
subject to the terms of the DEG Investment Agreement, DEG will be allocated
between U.S.$25 million and U.S.$50 million principal amount of the Notes; and
subject to the terms of the IFC Investment Agreement, IFC will be allocated
not more than U.S.$75 million principal amount of Notes, which in no event
shall exceed 10% of the principal amount of the Notes, in each case with the
final allocation to be determined by the Company.

* * * * *

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, 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 U.S. 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 not 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 European Union (Withdrawal) Act 2018 ("EUWA")
("UK MiFIR"). 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

UK MiFIR professionals/ECPs-only / No PRIIPs KID - Manufacturer target market
(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.

In connection with the issuance of the Notes, a bank appointed by the Company
(the "Stabilizing Manager") (or any person acting on behalf of the Stabilizing
Manager) may over allot Notes or effect transactions with a view to supporting
the market price of the Notes during the stabilization period at a level
higher than that which might otherwise prevail. However, stabilization action
may not necessarily occur. Any stabilization action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the
Notes is made and, if begun, may be ended at any time, but must end no later
than 30 calendar days after the date on which HTA Group received the proceeds
of the issue, or no later than 60 calendar days after the date of allotment of
the Notes, whichever is earlier. Any stabilization action or over allotment
must be conducted by the Stabilizing Manager (or persons acting on behalf of
the Stabilizing Manager) in accordance with all applicable laws and
regulations.

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.

 

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