TIDMHTWS
RNS Number : 9236R
Helios Towers PLC
11 March 2021
This announcement contains inside information for the purpose of
Article 7 of the Market Abuse Regulation (EU) 596/2014, as it forms
part of retained EU law
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ITALY, OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW.
Helios Towers announces the final terms of its senior unsecured
convertible bond offering of USD 250 million due 2027
Helios Towers
Inside information
11 March 2021
Helios Towers plc ("Helios Towers" or the "Company") (LEI:
213800DGC7GS4XCHCU30) announces the successful
placing and pricing by its wholly owned subsidiary HTA Group, Ltd (the "Issuer") (LEI number: 213800WEFU8O8X6EPU13) of its offering (the "Offering") of senior unsecured guaranteed convertible bonds due 2027 (the "Convertible Bonds") convertible into new shares of the Company (the "Shares"). The Convertible Bonds will be issued in an aggregate principal amount of USD 250 million.
The issuance of the Convertible Bonds takes advantage of the
current financing environment and complements Helios Towers'
existing capital structure. The proceeds of the issuance of the
Convertible Bonds will be used principally to fund the inorganic
element of the Group's growth strategy, targeting tower assets in
new and existing markets. This includes the acquisition of the
passive infrastructure assets of Free Senegal announced in August
2020 and currently expected to complete in H1 2021.
Convertible Bonds
The Convertible Bonds will be issued at 100% of their principal
amount of USD 200,000 per bond and - unless previously converted,
repurchased or redeemed - will be redeemed at par at maturity. The
Convertible Bonds carry a coupon of 2.875% per annum payable
semi-annually in arrears in equal instalments on 18 September and
18 March each year, with the first interest payment date being 18
September 2021. The initial conversion price has been set at
USD2.9312, representing a premium of 37.5% above the placement
price of the Shares in the Concurrent Accelerated Bookbuilding (as
defined and further described below). The conversion price will be
subject to (a) adjustments for any dividend in cash or in kind, as
well as (b) customary anti-dilution adjustments, pursuant to the
terms and conditions of the Convertible Bonds.
The Shares underlying the Convertible Bonds represent 8.5% of
the total number of the Company's issued and outstanding Shares
immediately prior to the Offering, subject to potential adjustments
to the conversion price.
The Joint Global Coordinators have conducted, concurrently with
the placement of the Convertible Bonds, a simultaneous placement of
existing Shares (the "Concurrent Accelerated Bookbuilding") on
behalf of subscribers of the Convertible Bonds who wished to sell
such Shares in short sales in order to hedge the market risk of an
investment in the Convertible Bonds, at a placement price of
GBP1.53 per Share (converted to USD2.1318 using the FX rate at time
of pricing), determined by way of an accelerated bookbuilding
process. The Company will not receive any proceeds from the
Concurrent Accelerated Bookbuilding.
Settlement and delivery of the Convertible Bonds is expected to
take place on or about 18 March 2021. Helios Towers will submit an
application to admit the Convertible Bonds to trading on the Open
Market (Freiverkehr) segment of the Frankfurt Stock Exchange (or on
another internationally recognised, regularly operating, regulated
or non-regulated stock exchange) by no later than the first
interest payment date being 18 September 2021.
The Company has agreed to a lock-up for a period commencing on
the pricing date of the Offering and ending 90 calendar days after
the settlement date of the Offering, subject to customary
exceptions, and exceptions for (from 30 calendar days to 90
calendar days (inclusive) after the settlement date and on no more
than one occasion) (i) the issue of Shares representing no more
than 20% of the total issued share capital of the Company as at the
settlement date and (ii) the entry by the Company into a volume
underwriting arrangement to raise gross proceeds up to an amount
equal to 20% of the market capitalisation of the Company
immediately prior to entering into such arrangement, in each case
in the context of M&A activities.
Inside information notice
This stock exchange release relates to the disclosure of
information that qualified, or may have qualified, as inside
information within the meaning of the Market Abuse Regulation
(Regulation (EU) No. 596/2014) as it forms part of retained EU law
("MAR"). For the purposes of MAR, this announcement is made by Paul
Barrett, Group Company Secretary.
Citigroup Global Markets Limited and Jefferies International
Limited are acting as Joint Global Coordinators and Joint
Bookrunners for the Offering (together the "Joint Global
Coordinators").
STJ Advisors is acting as independent financial advisor to the
Company in relation to the Offering.
Contact details of the Joint Global Coordinators are as
follows:
Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
London E14 5LB
United Kingdom
Attn: Equity Syndicate Desk
Tel: + 44 20 7986 0015
Fax: + 44 20 3364 2134
E-mail: emeaecm.notices@citi.com
Attn: Equity-Linked Sales
Tel: +44 20 7986 0390
E-mail: gary.sheldon@citi.com
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
United Kingdom
Attn: Dominic Lester, Luca Erpici, Simon Hardy, Dominik Gansloser, Aditi Venkatram
Tel.: +44 20 7029 8000
Important Information
Important Information
No action has been taken by the Issuer, the Company, the Joint
Global Coordinators or any of their respective affiliates that
would permit an offering of the Convertible Bonds or the Shares
(separately, a "Security" and together, the "Securities") or
possession or distribution of this stock exchange release or any
offering or publicity material relating to the Offering or the
Concurrent Accelerated Bookbuilding or any of the Securities
(together, "Offer Materials") in any jurisdiction where action for
that purpose is required. Persons into whose possession this stock
exchange release or any other Offer Materials comes are required by
the Issuer, the Company and the Joint Global Coordinators to inform
themselves about, and to observe, any such restrictions.
This stock exchange release and any other Offer Materials are
not intended as investment advice and under no circumstances are
they to be used or considered as an offer to sell, or a
solicitation of an offer to buy, any Security nor a recommendation
to buy or sell any Security.
An investment in the Securities includes a significant degree of
risk. Any decision to purchase any of the Securities should only be
made on the basis of an independent review by a prospective
investor of the Company's publicly available information and the
terms of the Securities. Each person receiving this stock exchange
release or any other Offer Materials should consult his/her
professional advisers to ascertain the suitability of the
Securities as an investment. Neither the Joint Global Coordinators
nor any of their respective affiliates accept any liability arising
from the use of, or make any representation as to the accuracy or
completeness of, this stock exchange release or any other Offer
Materials or the Company's publicly available information. The
information contained in this stock exchange release or any other
Offer Materials is subject to change in its entirety without notice
up to the date of issue of the Convertible Bonds.
In connection with the Offering and the Concurrent Accelerated
Bookbuilding, the Joint Global Coordinators and any of their
respective affiliates may take up a portion of the Convertible
Bonds in the Offering and/or may acquire Shares as a principal
position and in that capacity may retain, purchase, sell or offer
to sell for their own accounts such Convertible Bonds, Shares and
other securities of the Company or its group or related investments
in connection with the Offering, the Concurrent Accelerated
Bookbuilding or otherwise.
The Joint Global Coordinators are acting on behalf of the
Company and no one else in connection with the Securities and will
not be responsible to any other person for providing the
protections afforded to clients of the Joint Global Coordinators or
for providing advice in relation to the Securities.
Potential investors who are in any doubt about the contents of
this stock exchange release or any other Offer Materials should
consult their stockbroker, bank manager, solicitor, accountant or
other financial adviser. It should be remembered that the price of
Securities and the income from them can go down as well as up.
THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL
NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC
OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER
JURISDICTION. THE CONVERTIBLE BONDS ARE BEING OFFERED AND SOLD
OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE
SECURITIES ACT.
THIS STOCK EXCHANGE RELEASE AND THE OFFERING WHEN MADE ARE ONLY
ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") AND THE UNITED KINGDOM (THE "UK") AT
PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE
2 OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE
PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS, IN THE CASE
OF THE EEA, REGULATION (EU) 2017/1129 AND, IN THE CASE OF THE UK,
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"EUWA").
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND
10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING
MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN THE EUROPEAN ECONOMIC
AREA (THE "EEA"); (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART
OF UNITED KINGDOM ("UK") DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK
MIFIR"); AND (E) THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT
GOVERNANCE SOURCEBOOK (TOGETHER, THE "PRODUCT GOVERNANCE
REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER
ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER"
(FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY
OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO
A PRODUCT APPROVAL PROCESS WHICH HAS DETERMINED THAT: (I) THE
TARGET MARKET FOR THE BONDS IS (A) IN THE EEA, ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN
MIFID II AND (B) IN THE UK, ELIGIBLE COUNTERPARTIES (AS DEFINED IN
THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL
CLIENTS (AS DEFINED IN UK MIFIR); AND (II) ALL CHANNELS FOR
DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY
OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR")
SHOULD TAKE INTO CONSIDERATION EACH MANUFACTURER'S TARGET MARKET
ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA
HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS
RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN
RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE RELEVANT
MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION
TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR
TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS 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 EEA OR THE UK. FOR THESE
PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO IS ONE
(OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF
ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF
DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF
MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UK, A
PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN
POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER
WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (THE "FSMA") AND ANY RULES OR REGULATIONS MADE
UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT
CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN
POINT (8) OF ARTICLE 2(1) OF UK MiFIR. CONSEQUENTLY, NO KEY
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS
AMENDED (THE "PRIIPS REGULATION") OR THE PRIIPS REGULATION AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS
REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING
THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UK HAS BEEN
PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE
MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK
MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS
REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS
(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") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON
OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT
PERSONS.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON
THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE
COMPANY'S PUBLICLY AVAILABLE INFORMATION. NEITHER THE JOINT GLOBAL
COORDINATORS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY
LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO
THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE
COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED
IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT
NOTICE UP TO THE SETTLEMENT DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES.
NONE OF THE ISSUER, THE COMPANY OR THE JOINT GLOBAL COORDINATORS
MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES
FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING
TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE
SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER
IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
This RELEASE has not been filed with, or reviewed by, any
national or local securities commission or regulatory authority of
the United States, the United Kingdom, Italy, France or any OTHER
jurisdiction, nor has any such commission or authority passed upon
the accuracy or adequacy of this STOCK EXCHANGE RELEASE. Any
representation to the contrary may be unlawful and may be a
criminal offence.
Forward-looking statements
This press release contains certain forward-looking statements
about the future outlook of the Company. By their nature, any
statements about future outlook involve risk and uncertainty
because they relate to events and depend on circumstances that may
or may not occur in the future. Actual results, performance or
outcomes may differ materially from any results, performance or
outcomes expressed or implied by such forward-looking
statements.
No representation or warranty is given in relation to any
forward-looking statements made by the Company or any of the Joint
Global Coordinators, including as to their completeness or
accuracy. The Company does not undertake to update any
forward-looking statements whether as a result of new information,
future events or otherwise. Nothing in this press release should be
construed as a profit forecast.
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PFTFZGMFVMMGMZG
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March 11, 2021 02:05 ET (07:05 GMT)
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