REG - Jefferies Intl Ltd Helios Towers PLC - Proposed Secondary Placing in Helios Towers plc

Helios TowersAnnouncement

10/11/2025 17:00

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RNS Number : 9342G  Jefferies International Limited  10 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF APPLICABLE LAW OR
REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 ("EU MAR"). Upon publication of this
announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.

 

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN HELIOS TOWERS PLC

Helios Investment Partners Fund II ("Fund II"), via Lath Holdings Ltd (the
"Selling Shareholder"), announces its intention to sell approximately 3.9 per
cent of the issued share capital of Helios Towers PLC ("Helios Towers" or the
"Company"), representing approximately 41 million shares in the Company (on
its behalf, and on behalf of certain Limited Partners in Fund II for whom the
Selling Shareholder holds on trust following distributions in specie in 2021
and 2024 (the "Selling LPs")) through a placing of ordinary shares ("Placing
Shares"), to eligible institutional investors (the "Placing").

The Placing is intended to fully exit Fund II and the Selling LPs from their
remaining holdings in Helios Towers, with Fund II selling its entire holding
of approximately 39 million shares and the Selling LPs selling approximately 2
million shares. Other limited partners in Fund II that are not participating
in the Placing collectively hold approximately 14 million shares across
approximately 20 individuals and entities.

The price per Placing Share will be determined through an accelerated
bookbuilding process to institutional investors. The Placing is subject to
demand, price and prevailing market conditions, and there can be no assurance
that the Placing will proceed or as to its size or terms. The bookbuilding
period will commence immediately following this announcement and may close at
short notice thereafter. The results of the Placing will be announced as soon
as practicable after the closing of the bookbuilding process.

BofA Securities ("BofA") and Jefferies International Limited ("Jefferies")
have been appointed by the Selling Shareholder as Joint Global Coordinators
and Joint Bookrunners in connection with the Placing (collectively the "Joint
Global Coordinators").

Helios Towers has indicated its intention, pursuant to its existing
shareholder authorities and its  buyback programme announced on 6 November
2025, to participate in the Placing by placing an order of up to 10 per cent.
of the Placing Shares. Any shares acquired by Helios Towers will be cancelled.

 

ENQUIRIES

BofA (Joint Global Coordinator and Joint Bookrunner) +44 (0)20 7995 3700

Lucrezia Lazzari / Andrew Briscoe

Jefferies (Joint Global Coordinator and Joint Bookrunner) +44 (0)20 7029 8000

Aditi Venkatram / Oliver Berwin

 

 

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, in whole
or in part, directly or indirectly, in or into the United States of America
(including its territories and possessions, any state of the United States and
the District of Columbia) (the "United States"), Canada, Australia, Japan or
any other jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in certain
jurisdictions 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. No
action has been taken that would permit an offering of the Placing Shares or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, Canada, Australia, Japan, the Republic of South Africa or any other
jurisdiction where to do so would constitute a breach of applicable law or
regulation. The Placing Shares 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, directly or indirectly, in the United States,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of, the Securities Act. No public offering of
securities is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") (each, a "Relevant
Member State"), this announcement and any offer of Placing Shares if made
subsequently is directed exclusively at persons who are "qualified investors"
within the meaning of Article 2 of the Prospectus Regulation ("EEA Qualified
Investors"). Each person in a Member State who acquires any Placing Shares or
to whom any offer of Placing Shares may be made and, that are located in a
Member State will be deemed to have represented, acknowledged and agreed that
it is an EEA Qualified Investor. For these purposes, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom this announcement and any offer of Placing Shares if
made subsequently is only being distributed to, and is only directed at, and
any investment or investment activity to which this announcement relates is
available only to, and will be engaged in only with, persons who are
"qualified investors" within the meaning of the UK Prospectus Regulation and
who are (i) investment professionals falling with Article 19(5) of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the
Placing Shares may otherwise be lawfully communicated (all such persons
together being referred to as "relevant persons"). Persons who are not
relevant persons should not take any action on the basis of this announcement
and should not act or rely on it. For these purposes, the expression "UK
Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018.

This press release is for information purposes only. No prospectus or offering
document has been or will be prepared in connection with the Placing. Any
investment decision in connection with the Placing must be made on the basis
of all publicly available information relating to Helios Towers and Helios
Towers shares. Such information has not been independently verified. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness and such information shall in no way form the basis of, nor shall
it be relied on in connection with, any contract to purchase or subscribe for
any securities.

In connection with the Placing, the Joint Global Coordinators or any of their
affiliates may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for their own
account such Placing Shares of Helios Towers or related investments in
connection with the Placing or otherwise. Accordingly, references to the
Placing Shares being issued, 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 the Joint Global Coordinators
and any of their affiliates acting as an investors for their own account. In
addition any of the Joint Global Coordinators and any of their affiliates may
enter into financing arrangements (including swaps or contracts for
differences) with investors in connection with which the Joint Global
Coordinators and any of their affiliates may from time to time acquire, hold
or dispose of Placing Shares. The Joint Global Coordinators 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 Global Coordinators. The Joint Global Coordinators
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 Selling Shareholder, UK MiFID II requirements
and in accordance with allocation policies.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in Helios Towers or its
shares.

The contents of this announcement have been prepared by and are the sole
responsibility of the Selling Shareholder. No representation or warranty,
express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by any Joint Global
Coordinators or by any of their respective members, directors, officers,
employees, agents or affiliates ("Relevant Persons") as to or in relation to
the accuracy, completeness, correctness or sufficiency of this announcement,
or any other written or oral information made available to any interested
party or its advisers and any liability therefore is hereby expressly
disclaimed.

The information contained in this announcement is subject to change without
notice and may not contain all material information relating to the investment
and transaction referred to herein. None of the Selling Shareholder, the Joint
Global Co-ordinators nor any of their respective group undertakings or
Relevant Persons give any undertaking to provide the recipient with access to
any additional information or to update this announcement or any additional
information or to correct any inaccuracies in it which may become apparent,
and it reserves the right, without giving reasons, at any time and in any
respect to amend or terminate the proposals described herein.

Merrill Lynch International ("BofA Securities") is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA").
Jefferies International Limited is authorised and regulated in the United
Kingdom by the FCA.

Each Joint Global Coordinator is acting exclusively for the Selling
Shareholder and no one else in connection with the Placing, the contents of
this Announcement or any other matters described in this Announcement. Neither
Joint Global Coordinator will regard any other person as its client in
relation to the Placing, the content of this Announcement or any other matters
described in this Announcement and will not be responsible to anyone other
than the Selling Shareholder for providing the protections afforded to its
clients or for providing advice to any other person in relation to the
Placing, the content of this Announcement or any other matters referred to in,
or contemplated by, this Announcement.

 

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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