TIDMHTWS
RNS Number : 0392O
Helios Towers PLC
28 September 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 EXTENSION OF EARLY TER TIME
September 28, 2023 - HTA Group, Ltd (the "Offeror"), an indirect
wholly owned subsidiary of Helios Towers plc (the "Company"),
announces that it has extended the Early Tender Time in respect 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, ISIN/CUSIP: XS2189784957/US40435WAB63/40435WAB6
(the "Notes") under an indenture dated June 18, 2020 (as amended or
supplemented, the "Indenture") to 5.00 p.m. New York City time, on
October 13, 2023, unless extended or earlier terminated. The Tender
Offer is made upon the terms and subject to the conditions set
forth in the offer to purchase dated September 14, 2023 (the "Offer
to Purchase"), which is available, subject to holder registration
and applicable restrictions, via the tender offer website (the
"Tender Offer Website"): https://projects.morrowsodali.com/HTA .
Capitalized terms used herein and not defined herein have the
meaning given to them in the Offer to Purchase.
Other than the extension of the Early Tender Time, the terms of
the Tender Offer remain unchanged (including the Withdrawal
Deadline which will remain as 5:00 p.m. New York City time, on
September 27, 2023). As a result, tendered Notes may no longer be
withdrawn, except in certain limited circumstances where additional
withdrawal rights are required by law (as determined by the
Offeror).
None of the Offeror, the guarantors of the Notes, the dealer
managers, the information and tender agent or the trustee or agents
under the Indenture (nor any director, officer, employee, agent or
affiliate of, any such person) makes any recommendation whether
holders should tender or refrain from tendering Notes in the Tender
Offer. Holders must make their own decision as to whether to tender
Notes and, if so, the principal amount of the Notes to tender.
Holders are urged to evaluate carefully all information in the
Offer to Purchase, consult their own investment and tax advisers
and make their own decisions whether to tender Notes in the Tender
Offer, and, if so, the principal amount of Notes to tender.
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 . All documentation is available via
the Tender Offer Website: 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 ; or The
Standard Bank of South Africa Limited by email to
LiabilityManagement@standardsbg.com ; or Standard Chartered Bank by
email to liability_management@sc.com .
This announcement is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation, or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Tender Offer is only being made pursuant to
the Offer to Purchase. Holders of the Notes are urged to carefully
read the Offer to Purchase before making any decision with respect
to the Tender Offer.
The Offer to Purchase has not be filed or reviewed by any U.S.
federal or State or any foreign securities commission or regulatory
authority, nor has any such commission or authority passed upon the
accuracy or adequacy of the Offer to Purchase. Any representation
to the contrary is unlawful and may be a criminal offense.
The distribution of this announcement in certain jurisdictions
may be restricted by law and therefore persons in such
jurisdictions into which they are released, published or
distributed, should inform themselves about, and observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the laws of any such jurisdiction.
Offer and Distribution Restrictions
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offer
is not being made and such documents and/or materials have not been
approved by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, this
Offer to Purchase and such documents and/or materials are not being
distributed to, and must not be passed on to, persons in the United
Kingdom other than (i) to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")), (ii) to those persons who are within Article 43(2) of the
Financial Promotion Order, including existing members and creditors
of the Offeror, (iii) to those persons who are outside the United
Kingdom, or (iv) to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such
persons together being referred to as "Relevant Persons") and the
transactions contemplated herein will be available only to, and
engaged in only with, Relevant Persons. Any person who is not a
Relevant Person should not act on or rely on this announcement, the
Offer to Purchase or any of their contents.
France
The Tender Offer is not being made, directly or indirectly, to
the public in France. None of this announcement, the Offer to
Purchase or any other documents or offering materials relating to
the Tender Offer, has been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, other than
individuals, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Tender Offer. This
announcement has not been submitted to the clearance procedures
(visa) of the Autorité des marchés financiers.
Italy
None of this announcement, the Offer to Purchase or any other
document or materials relating to the Tender Offer have been or
will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations. The Tender Offer is being carried out in
Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders or beneficial owners of the Notes that are
resident and/or located in Italy can tender Notes for purchase in
the Tender Offer through authorized persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with any other applicable laws
and regulations and with any requirements imposed by CONSOB and any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer.
Belgium
None of this announcement, the Offer to Purchase or any other
documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marchés financiers / Autoriteit voor financiële diensten en
markten) and, accordingly, the Tender Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of April 1, 2007 on public takeover bids as
amended or replaced from time to time. Accordingly, the Tender
Offer may not be advertised and the Tender Offer will not be
extended, and neither this Offer to Purchase nor any other
documents or materials relating to the Tender Offer (including any
memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law
of June 16, 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets, acting on their own account. This Offer to Purchase has
been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Tender Offer.
Accordingly, the information contained in the Offer to Purchase may
not be used for any other purpose or disclosed to any other person
in Belgium.
Republic of Mauritius
The Offer to Purchase has not been and will not be registered as
a prospectus with the Financial Services Commission of Mauritius
(the "FSC"). The Offer to Purchase will not be approved by the FSC.
The Offer to Purchase is not and should not be construed as
advertisement or as an offer or sale of securities to the public.
The FSC takes no responsibility for the contents of the Offer to
Purchase.
General
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell Notes, and tenders of Notes in the
Tender Offer will not be accepted from holders, in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Tender Offer to be made by a licensed broker or dealer
and any of the dealer managers or any of the dealer managers'
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Tender Offer shall be deemed to be made by
such dealer manager or affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction. The terms "affiliate" and
"affiliates" when used in relation to the dealer managers shall
have the meaning conferred to such term under Rule 501(b) of
Regulation D under the United States Securities Act of 1933.
Forward-Looking Information
Certain statements included herein may constitute
forward-looking statements within the meaning of the securities
laws of certain jurisdictions. Certain such forward-looking
statements can be identified by the use of forward-looking
terminology such as "believes", "expects", "may", "are expected
to", "intends", "will", "will continue", "should", "would be",
"seeks", "anticipates" or similar expressions or the negative
thereof or other variations thereof or comparable terminology.
These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
announcement and include statements regarding the intentions,
beliefs or current expectations of the Offeror concerning, among
other things, the results in relation to operations, financial
condition, liquidity, prospects, growth and strategies of the
Offeror and the industry in which it operates. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future.
These forward-looking statements speak only as of the date of
this announcement. The Offeror does not undertake any obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as may be
required under Rule 14e-1 under the United States Securities
Exchange Act of 1934.
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END
TENFZGZLZRZGFZM
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