REG - Helios Towers PLC - Results of Tender Offer for Senior Notes

Helios TowersAnnouncement

16/10/2023 07:00

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RNS Number : 2068Q  Helios Towers PLC  16 October 2023

NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

HELIOS TOWERS ANNOUNCES RESULTS OF ITS

CASH TENDER OFFER FOR UP TO U.S.$400 MILLION AGGREGATE PRINCIPAL AMOUNT OF
7.000% SENIOR NOTES DUE 2025

 

October 16, 2023 - HTA Group, Ltd (the "Offeror"), an indirect wholly owned
subsidiary of Helios Towers plc (the "Company"), announces the results of its
previously announced offer to purchase for cash (the "Tender Offer") up to
U.S.$400 million aggregate principal amount (the "Maximum Tender Amount") of
the 7.000% Senior Notes due 2025 issued by the Offeror (the "Notes") under an
indenture dated June 18, 2020 (as amended or supplemented, the "Indenture").
The Tender Offer is made upon the terms and subject to the conditions set
forth in the offer to purchase dated September 14, 2023, as amended by the
announcement of the extension of the Early Tender Time (defined below) dated
September 28, 2023 (the "Offer to Purchase"), which are available, subject to
holder registration and applicable restrictions, via the tender offer website
(the "Tender Offer Website"): https://projects.morrowsodali.com/HTA
(https://projects.morrowsodali.com/HTA) .

 

As of 5:00 p.m., New York City time, on October 13, 2023 (the "Early Tender
Time"), U.S.$324,978,000 aggregate principal amount of the Notes was validly
tendered and not validly withdrawn pursuant to the Tender Offer. The following
table identifies the principal amount of Notes the Offeror has accepted for
purchase and the outstanding principal amount of Notes following October 17,
2023 (the "Settlement Date"):

 

 Title of Notes                                         ISIN/CUSIP      Principal Amount of Notes Accepted for Purchase  Outstanding Principal Amount of Notes following the Settlement Date
 7.000% Senior Notes due 2025 issued by HTA Group, Ltd  Regulation S:   U.S.$324,978,000                                 U.S.$650,022,000

                                                        XS2189784957

                                                        Rule 144A:

                                                        US40435WAB63/

                                                        40435WAB6

 

Payment for any Notes so accepted will be made promptly on the Settlement
Date. Notes not accepted for purchase will be credited on the Settlement Date
to the account of the registered holder of such Notes with the relevant
Clearing System (as defined in the Offer to Purchase) and otherwise returned
in accordance with the Offer to Purchase.

 

Each holder who validly tendered and did not validly withdraw its Notes in the
Tender Offer prior to the Early Tender Time will receive U.S.$970 for each
U.S.$1,000 principal amount of Notes (the "Early Tender Consideration"). In
addition to the Early Tender Consideration, 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 per U.S.$1,000 principal amount of Notes with
U.S.$0.005 being rounded upwards, from the last interest payment date up to,
but not including, the Settlement Date (the "Accrued Interest").

 

The Tender Offer has now expired and no further Notes can be tendered for
purchase.

 

The Notes acquired in the Tender Offer will be cancelled. Notes that have not
been successfully tendered for purchase and accepted by the Offeror pursuant
to the Tender Offer and the terms and conditions set out in the Offer to
Purchase will remain outstanding and will remain subject to the terms and
conditions of such Notes.

 

The Offeror has retained 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 +44 20 4513 6933 /
+852 2319 4130 / +1 203 609 4910 or by email to HTA@investor.morrowsodali.com
(mailto:HTA@investor.morrowsodali.com) . All documentation is available via
the Tender Offer Website: https://projects.morrowsodali.com/HTA
(https://projects.morrowsodali.com/HTA) . Questions regarding the Tender Offer
may be directed to J.P. Morgan Securities plc by email to
em_europe_lm@jpmorgan.com
(https://linklaters-my.sharepoint.com/personal/pam_shores_linklaters_com/Documents/Documents/Documentum/Checkout/em_europe_lm@jpmorgan.com%20)
; or The Standard Bank of South Africa Limited by email to
LiabilityManagement@standardsbg.com
(mailto:LiabilityManagement@standardsbg.com) ; or Standard Chartered Bank at
by email to liability_management@sc.com (mailto:liability_management@sc.com) .

 

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