REG - Merrill Lynch Helios Towers PLC - RESULTS OF SECONDARY PLACING OF HELIOS TOWERS PLC

Helios TowersAnnouncement

20/11/2024 07:00

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RNS Number : 8765M  Merrill Lynch International  20 November 2024

RESULTS PRESS RELEASE

Not for publication or distribution in the United States, Australia, Canada,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

Further to its announcement on 19 November 2024, Arbejdsmarkedets
Tillægspension ("ATP") announces that ATP (the "Seller") has sold
approximately 50.6 million ordinary shares in Helios Towers plc (the
"Company") (the "Shares") for a total amount of proceeds of approximately £48
million (the "Sale").

The Shares have been placed with investors in the accelerated bookbuilt
offering, which priced at a price of 94 pence per Share.

BofA Securities acted as Sole Bookrunner on the accelerated bookbuilt
offering.

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The contents of this announcement have been prepared by and are the sole
responsibility of Arbejdsmarkedets Tillægspension.

The distribution of this announcement and the offer and sale of the 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 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,
Canada, South Africa, Australia or Japan. No action has been taken by
the Seller, BofA Securities Europe SA (the "Sole Bookrunner") 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 the 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 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 of the Shares, the Sole Bookrunner and any of its
affiliates may take up a portion of the Shares in the Sale as a principal
position and in that capacity may retain, purchase, sell, offer to sell for
their own accounts such Shares and other securities of the Company. or related
investments in connection with the Sale or otherwise.  Accordingly,
references in this announcement to the 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, the Sole
Bookrunner and any of its affiliates acting in such capacity.  In addition
the Sole Bookrunner and any of its affiliates may enter into financing
arrangements (including swaps or contracts for differences) with investors in
connection with which the Sole Bookrunner and any of its affiliates may from
time to time acquire, hold or dispose of Shares. The Sole Bookrunner does 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 communications 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 Sole Bookrunner. The Sole Bookrunner reserves the right to
take up a portion of the securities in the offering as a principal position at
any stage at its sole discretion, inter alia, to take account of the
objectives of the seller, MiFID II requirements and in accordance with
allocation policies.

 

Neither the Sole Bookrunner nor any of its or its 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 Arbejdsmarkedets
Tillægspension, the Company, 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.

 

The Sole Bookrunner is acting on behalf of the Seller 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.

 

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