TIDMHTWS
RNS Number : 0030C
Helios Towers PLC
15 June 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon
publication of this announcement, the inside information is now
considered to be in the public domain for the purposes of MAR.
For immediate release
15 June 2021
Helios Towers plc
RETAIL OFFER VIA PRIMARYBID
Retail Offer
Helios Towers plc (LSE: HTWS) ("Helios Towers" or the
"Company"), is pleased to announce a retail offer via PrimaryBid
Limited ("PrimaryBid") of new ordinary shares in the Company (the
"Retail Shares") (the "Retail Offer").
As separately announced today, the Company has confirmed its
intention to conduct a non-pre-emptive placing (the "Placing") of
new ordinary shares in the capital of the Company (the "Placing
Shares") through an accelerated bookbuilding process (the
"Bookbuilding Process") as well as a concurrent tap issuance of the
Company's existing senior unsecured guaranteed convertible bonds
due 2027 (the "Convertible Bond Offering", and together with the
Placing, the "Capital Raise"). The Capital Raise is intended to
raise total gross proceeds of approximately USD150 million.
The price per new ordinary share at which the Placing Shares are
to be placed (the "Placing Price") will be decided following
completion of the Bookbuilding Process.
The Retail Shares will be offered at the Placing Price.
Kash Pandya, Chief Executive Officer of Helios Towers, said:
"It has been a transformational start to 2021 for the Company.
We signed acquisition agreements that upon closing, increase our
operational presence to 11 markets and bring our site count close
to 15,000 towers, including the build-to-suit commitments from
customers.
Through these acquisitions, Helios Towers will become the most
geographically diversified tower company in Africa and the Middle
East and deliver on our five-year targets of 12,000+ towers and 8+
markets, well ahead of plan."
Reasons for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer
within the Company's existing authorities from shareholders for
non-pre-emptive offers so as to minimise cost, time to completion
and use of management time, Helios Towers values its retail
investor base and wants to give those shareholders an opportunity
to participate in the Placing, alongside other investors.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail investors the opportunity to participate in the Company's
equity fundraising alongside the Placing, is in the best interest
of shareholders, as well as wider stakeholders in Helios
Towers.
The Company intends to use the net proceeds of the Capital Raise
to further strengthen the balance sheet to fund the inorganic
element of the Group's growth strategy, targeting tower assets in
new and existing markets. This includes, but is not limited to, the
acquisitions of passive infrastructure assets from Airtel Africa
Group companies announced in March 2021 and from Oman
Telecommunications Company (S.A.O.G) announced in May 2021, as well
as potential future M&A pipeline opportunities that the Group
is evaluating. The net proceeds of the Capital Raise will support
Helios Towers' ability to negotiate with potential counterparties
from a position of financial strength.
Details of the Retail Offer
Members of the public may participate in the Retail Offer by
applying exclusively through the PrimaryBid mobile app available on
the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.
The Retail Offer is now open to retail investors. The Retail
Offer will close at the same time as the Bookbuilding Process is
completed. The Retail Offer may close early if it is
oversubscribed. There is a minimum subscription of GBP250 per
investor under the terms of the Retail Offer which is open to
existing shareholders and other investors subscribing via
PrimaryBid.
The Company reserves the right to scale back any order at its
discretion. The Company or PrimaryBid reserve the right to reject
any application for subscription under the Retail Offer without
giving any reason for such rejection.
No commission will be charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
important to note that once an application for the Retail Shares
has been made and accepted via PrimaryBid, that application is
irrevocable and cannot be withdrawn.
It is a term of the Retail Offer that the total value of the
Retail Shares available for subscription at the Placing Price does
not exceed EUR8 million (equivalent to approximately GBP6,860,475
at the exchange rate on 11 June 2021) in order to ensure that the
Company is not required to publish (and the Company has not
published) a prospectus in connection with the Retail Offer as it
falls within the exemption set out in section 86(1)(e) and 86(4) of
FSMA.
The Retail Offer is not being made into any jurisdiction where
it would be unlawful to do so. In particular, the Retail Offer is
being made only to persons who are, and at the time the Retail
Shares are subscribed for, will be outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S ("Regulation S")
under the U.S Securities Act of 1933, as amended (the "Securities
Act"). Persons who are resident or otherwise located in the United
States will not be eligible to register for participation in the
offer through PrimaryBid or subscribe for Retail Shares.
The Retail Shares, when issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
ordinary shares of the Company, including, without limitation, the
right to receive all dividends and other distributions declared,
made or paid after the date of issue.
Applications will be made for the Retail Shares to be admitted
to the premium listing segment of the Official List (the "Official
List") of the Financial Conduct Authority (the "FCA") and to be
admitted to trading on the main market for listed securities of the
London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission").
Settlement for the Retail Shares and Admission are expected to
take place on or before 8.00 a.m. on 18 June 2021. The Retail Offer
is conditional upon Admission becoming effective and on the Placing
Agreement entered into by the Company not being terminated in
accordance with its terms prior to Admission.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com. The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for New Ordinary Shares, is available to all persons who register
with PrimaryBid.
It should be noted that a subscription for the Retail Shares and
any investment in the Company carry a number of risks. Investors
should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to
a recommendation to invest in the Company or amounts to investment,
taxation or legal advice. Investors should take independent advice
from a person experienced in advising on investment in securities
such as the Company's ordinary shares if they are in any doubt.
Enquiries
Helios Towers:
Chris Baker-Sams, Corporate Finance Manager
+44 (0) 752 310 1475
Media Enquiries:
Edward Bridges / Stephanie Ellis, FTI Consulting
+44 (0) 20 3727 1000
PrimaryBid Limited:
James Deal / Charles Spencer
enquiries@primarybid.com
The person responsible for arranging release of this
Announcement on behalf of Helios Towers is Paul Barrett, General
Counsel and Company Secretary .
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, the Republic of South
Africa or Japan or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation
of the relevant securities laws of such jurisdiction or to any
persons in any of those jurisdictions. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, the Republic of South Africa or
Japan or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, Japan, the Republic of South Africa or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
The Retail Shares referred to herein have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly in, into or within the United States absent registration
under the U.S. Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in compliance with any
applicable securities laws of any state or any other jurisdiction
of the United States. The Retail Offer is not available to persons
in the United States. The securities referred to herein have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any states securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the securities referred to herein. No public
offering of securities is being made in the United States. No
money, securities or other consideration from any person inside the
United States is being solicited and, if sent in response to the
information contained in this Announcement, will not be
accepted.
All offers of Retail Shares will be made pursuant to an
exemption from the requirement to produce a prospectus under the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") in relevant member states of the European Economic
Area ("EEA") and under the Prospectus Regulation, as it forms part
of retained EU law as defined in the EU (Withdrawal) Act 2018 (the
"Withdrawal Act").
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
This Announcement has been issued by, and is the sole
responsibility of, the Company.
The distribution of this Announcement and/or the offering of the
Retail Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, PrimaryBid and/or any of
their respective directors, officers, employees, affiliates and/or
agents that would, or which is intended to, permit an offering of
the Retail Shares in any jurisdiction or result in the possession
or distribution of this Announcement or any other offering or
publicity material relating to Retail Shares in any jurisdiction
where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company, as appropriate, for the current or future years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in
the Retail Shares. Any investment decisions to buy Retail Shares in
the Retail Offer must be made solely on the basis of publicly
available information. The Retail Shares will not be admitted to
trading on any stock exchange other than the main market for listed
securities of the London Stock Exchange.
Investing in the Retail Shares involves a substantial degree of
risk. In making an investment decision, investors must perform
their own investigation and analysis of the Company and the terms
of the Retail Offer, including the merits and risks involved.
Prospective purchasers should not construe anything in this
Announcement as legal, business or tax advice. Each prospective
purchaser should consult its own advisors as needed to make its
investment decision and to determine whether it is legally
permitted to purchase the Retail Shares under applicable legal
investment or similar laws or regulations.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
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END
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June 15, 2021 12:06 ET (16:06 GMT)
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