Helios Towers PLC Results of Tender Offer for Senior Notes (2068Q)
October 16 2023 - 2:00AM
UK Regulatory
TIDMHTWS
RNS Number : 2068Q
Helios Towers PLC
16 October 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 RESULTS OF ITS
CASH TENDER OFFER FOR UP TO U.S.$400 MILLION AGGREGATE PRINCIPAL
AMOUNT OF 7.000% SENIOR NOTES DUE 2025
October 16, 2023 - HTA Group, Ltd (the "Offeror"), an indirect
wholly owned subsidiary of Helios Towers plc (the "Company"),
announces the results 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 (the "Notes") under an
indenture dated June 18, 2020 (as amended or supplemented, the
"Indenture"). The Tender Offer is made upon the terms and subject
to the conditions set forth in the offer to purchase dated
September 14, 2023, as amended by the announcement of the extension
of the Early Tender Time (defined below) dated September 28, 2023
(the "Offer to Purchase"), which are available, subject to holder
registration and applicable restrictions, via the tender offer
website (the "Tender Offer Website"):
https://projects.morrowsodali.com/HTA .
As of 5:00 p.m., New York City time, on October 13, 2023 (the
"Early Tender Time"), U.S.$324,978,000 aggregate principal amount
of the Notes was validly tendered and not validly withdrawn
pursuant to the Tender Offer. The following table identifies the
principal amount of Notes the Offeror has accepted for purchase and
the outstanding principal amount of Notes following October 17,
2023 (the "Settlement Date"):
Outstanding
Principal Amount
Principal Amount of Notes following
of Notes Accepted the Settlement
Title of Notes ISIN/CUSIP for Purchase Date
---------------- --------------- ------------------- --------------------
7.000% Senior Regulation S: U.S.$ 324,978,000 U.S.$650,022,000
Notes due 2025 XS2189784957
issued by HTA Rule 144A:
Group, Ltd US40435WAB63/
40435WAB6
Payment for any Notes so accepted will be made promptly on the
Settlement Date. Notes not accepted for purchase will be credited
on the Settlement Date to the account of the registered holder of
such Notes with the relevant Clearing System (as defined in the
Offer to Purchase) and otherwise returned in accordance with the
Offer to Purchase.
Each holder who validly tendered and did not validly withdraw
its Notes in the Tender Offer prior to the Early Tender Time will
receive U.S.$970 for each U.S.$1,000 principal amount of Notes (the
"Early Tender Consideration"). In addition to the Early Tender
Consideration, all Holders of Notes accepted for purchase will also
receive accrued and unpaid interest on such Notes, rounded to the
nearest U.S.$0.01 per U.S.$1,000 principal amount of Notes with
U.S.$0.005 being rounded upwards, from the last interest payment
date up to, but not including, the Settlement Date (the "Accrued
Interest").
The Tender Offer has now expired and no further Notes can be
tendered for purchase.
The Notes acquired in the Tender Offer will be cancelled. Notes
that have not been successfully tendered for purchase and accepted
by the Offeror pursuant to the Tender Offer and the terms and
conditions set out in the Offer to Purchase will remain outstanding
and will remain subject to the terms and conditions of such
Notes.
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 at
by email to liability_management@sc.com .
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