This announcement contains inside information for the purpose of Article 7 of the Market Abuse Regulation (EU) 596/2014
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 CASH TENDER OFFER FOR UP TO U.S.$325 MILLION AGGREGATE PRINCIPAL AMOUNT OF 9.125% SENIOR NOTES DUE 2022
June 8, 2020 - HTA Group, Ltd. (the "Offeror"), an indirect wholly owned subsidiary of Helios Towers plc (the "Company"), announces the launch of its offer to purchase for cash (the "Tender Offer") up to U.S.$325 million aggregate principal amount (the "Maximum Tender Amount") of the 9.125% Senior Notes due 2022 issued by the Offeror (the "Notes"). The Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated June 8, 2020 (the "Offer to Purchase"). The Offeror reserves the right to increase the Maximum Tender Amount at its sole discretion.
The Offeror is making the Tender Offer, in combination with the New Notes Offering (as defined below), as a way of managing the financial liabilities and cost of debt financing of the Company and its consolidated subsidiaries. The Tender Offer provides Noteholders with the option to tender their Notes for cash at a price equal to the current redemption price for the Notes. The Tender Offer may provide Noteholders who tender their Notes with the ability to further reduce their holdings of Notes and increase the amount of cash received as compared to a partial redemption of U.S.$325 million pursuant to the terms of the Indenture, which must be made on a pro rata basis among all outstanding Notes. In addition, Priority of Acceptance (as defined below) through the use of an Acceptance Code (as defined below) allows investors that subscribe for New Notes (as defined below) priority in the proceeds that are available to purchase the Notes in the Tender Offer.
The Tender Offer will expire at 11:59 p.m., New York City time, on July 6, 2020, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 p.m., New York City time, on June 19, 2020 (such time and date, as the same may be extended).
To receive the Total Consideration (as defined below), which includes an early tender payment of U.S.$22.81 per U.S.$1,000 principal amount of the Notes accepted for purchase pursuant to the Tender Offer (the "Early Tender Payment"), holders must validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on June 19, 2020, unless extended (such time, as the same may be extended, the "Early Tender Time"). Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration, which is an amount equal to the Total Consideration (as defined below) minus the Early Tender Payment.
The following table sets forth certain terms of the Tender Offer:
Title of Notes
Outstanding Principal Amount
Maximum Tender Amount
Tender Offer Consideration (1)(4)
Early Tender Payment(2)
Total Consideration (2)(3)(4)
9.125% Senior Notes due 2022 issued by HTA Group, Ltd
U.S.$325,000,000 aggregate principal amount, subject to increase in the Offeror's sole discretion
(1) Per U.S.$1,000 principal amount of Notes validly tendered after the Early Tender Time but on or prior to the Expiration Time and accepted for purchase.
(2) Per U.S.$1,000 principal amount of Notes validly tendered on or prior to the Early Tender Time and accepted for purchase.
(3) The Total Consideration includes the Early Tender Payment.
(4) Excludes accrued interest, which will also be paid.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, 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, from and including the last interest payment date up to, but not including, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable.
Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Early Tender Time or the Expiration Time, as applicable, is greater than the Maximum Tender Amount. Furthermore, as described in the Offer to Purchase, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, and to the extent Notes are tendered at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Tender Amount available for the purchase of Notes tendered after the Early Tender Time could be reduced significantly or eliminated altogether. Moreover, as described in the Offer to Purchase, at the Early Tender Time or the Expiration Time, as applicable, the Offeror intends to accept for purchase Notes from investors tendering with Acceptance Codes (as defined below) that can be obtained in connection with the allocation of New Notes (as defined below) in priority to investors tendering without Acceptance Codes. To the extent any Notes are tendered with Acceptance Codes and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Tender Amount available for the purchase of Notes from investors tendering without Acceptance Codes could be reduced significantly or eliminated altogether.
Concurrently with this announcement of the Tender Offer, the Offeror has also announced an offering (the "New Notes Offering") of new notes (the "New Notes"), which will be guaranteed on a senior basis by the Company and certain of its direct and indirect subsidiaries. The New Notes Offering is expected to price on or around June 9, 2020 and close on or about the business day immediately preceding the Early Settlement Date. Subject to the successful closing of the New Notes Offering, a portion of the proceeds from the New Notes Offering is expected to fund the Tender Offer. The Tender Offer is conditioned upon, among other things, successful completion (in the sole determination of the Offeror) of the New Notes Offering (the "Financing Condition"). If the aggregate principal amount of Notes validly tendered and not validly withdrawn as of the Expiration Time is less than the Maximum Tender Amount, the Offeror intends to redeem an aggregate principal amount of Notes pursuant to the terms of the Indenture as soon as practicable following the Final Settlement Date, such that no more than U.S.$275 million in aggregate principal amount of Notes remains outstanding following the Tender Offer and any redemption.
Further, in the event that the proceeds from the New Notes Offering are sufficient to, among other uses of proceeds, pay the redemption price of 102.281% of the principal amount (plus any accrued interest) in connection with an optional redemption of the entire aggregate principal amount of Notes outstanding (a "Full Optional Redemption") pursuant to the terms of the indenture governing the Notes (the "Indenture"), the Offeror intends to cancel the Tender Offer and issue a notice of conditional redemption immediately following such cancellation to instead redeem all outstanding Notes on or about the settlement date of the New Notes Offering.
Notes tendered during the Early Tender Time will receive priority of acceptance with respect to the acceptance of their Notes in the Tender Offer ("Priority of Acceptance") over Notes tendered after the Early Tender Time. Additionally, Noteholders who wish to subscribe for the New Notes in addition to tendering their Notes for purchase pursuant to the Tender Offer can receive Priority of Acceptance (over those who do not subscribe for New Notes) through the use of an acceptance code (an "Acceptance Code") for the acceptance of their Notes in the Tender Offer, subject to satisfaction of the Financing Condition and completion of the Tender Offer. Such Priority of Acceptance may be given, at the Offeror's sole discretion, for an aggregate principal amount of Notes up to the aggregate principal amount of New Notes allocated to the relevant Noteholder in the primary distribution of the New Notes. A Noteholder can obtain such an Acceptance Code by contacting Merrill Lynch International at the contact details below. The receipt of an Acceptance Code in conjunction with the issue of the New Notes does not constitute a tender of Notes for purchase pursuant to the Tender Offer. Moreover, if the aggregate principal amount of Priority Notes (meaning, Notes from investors that have received Acceptance Codes that can be obtained in connection with the allocation of New Notes and tendered pursuant to Tender and Priority Acceptance Instructions (as defined below)) validly tendered and not validly withdrawn as of the Early Tender Time exceeds the Maximum Tender Amount, not all validly tendered Priority Notes will be accepted for purchase. As a result, the aggregate principal amount of New Notes allocated to a Noteholder in the New Notes Offering may exceed the aggregate principal amount of Notes accepted for purchase from such Noteholder pursuant to the Tender Offer.
No assurances can be given that any Noteholder that receives an Acceptance Code will be given Priority of Acceptance, or be eligible to participate, in the Tender Offer. Participating in the Tender Offer and requesting an Acceptance Code are subject to all applicable securities laws and regulations in force in any relevant jurisdiction, including those set out in the Offer to Purchase. In order for a Noteholder to be eligible to receive Priority of Acceptance in the Tender Offer, an Acceptance Code must be quoted in that Noteholder's tender instruction (a "Tender and Priority Acceptance Instruction"). Noteholders who wish to tender Notes for purchase pursuant to the Tender Offer but do not wish to subscribe for New Notes can submit an instruction to this effect (a "Tender Only Instruction"). Additionally, Noteholders who have received Priority of Acceptance in an amount equal to the aggregate principal amount of New Notes allocated to the relevant Noteholder in the primary distribution of the New Notes but wish to tender additional Notes in the Tender Offer may submit a separate Tender Only Instruction in respect of such excess portion.
It is expected that payment for Notes tendered at or prior to the Early Tender Time and accepted for purchase will be made on June 23, 2020 (the "Early Settlement Date"), and payment for Notes tendered after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase will be made on July 8, 2020 (the "Final Settlement Date").
Subject to applicable law and the terms and conditions of the Offer to Purchase, the Offeror may terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Time, extend the Expiration Time or amend the terms of the Tender Offer.
Further, in connection with the New Notes Offering, the Company entered into an agreement dated June 5, 2020 with Emerging Africa Infrastructure Fund Limited acting through its agent Ninety One SA (Pty) Ltd ("EAIF") (the "EAIF Investment Agreement") and an agreement dated June 6, 2020 with DEG-Deutsche Investitions-und Entwicklungsgesellschaft mbH ("DEG") (the "DEG Investment Agreement" and together with the EAIF Investment Agreement, the "Investment Agreements"), pursuant to which EAIF and DEG, respectively, have agreed to purchase a portion of the New Notes as part of the initial distribution of the New Notes. Subject to the terms of the EAIF Investment Agreement, EAIF will be allocated up to U.S.$60 million principal amount of New Notes and, subject to the terms of the DEG Investment Agreement, DEG will be allocated up to U.S.$25 million principal amount of New Notes (the "DEG Commitment"), with the final allocation to be determined by the Company. The respective Investment Agreements stipulate that following the Refinancing neither EAIF nor DEG shall hold a principal amount of Notes and New Notes that together exceeds the EAIF Commitment and DEG Commitment, respectively. As a result, although EAIF and DEG may tender their Notes for purchase in the Tender Offer (including as Priority Notes), we may purchase additional Notes from EAIF and/or DEG separately from the Tender Offer to the extent that the aggregate principal amount of Notes and New Notes held by EAIF or DEG, as applicable, exceeds their respective maximum commitment under the Investment Agreements. Any such purchases will be made at the redemption price of 102.281% of the principal amount (plus any accrued interest).
None of the Offeror, the guarantors of the Notes, the dealer managers, the information and tender agent or the trustee (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 Merrill Lynch International, J.P. Morgan Securities plc and The Standard Bank of South Africa Limited to act as the dealer managers for the Tender Offer and Lucid Issuer Services Limited to act as information and tender agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to Lucid Issuer Services Limited at +44 20 7704 0880 or by email to firstname.lastname@example.org. Questions regarding the Tender Offer may be directed to Merrill Lynch International at +44 20 7996 5420 or by email to DG.LM-EMEA@bofa.com; J.P. Morgan Securities plc at +44 20 7134 2468 or by email to email@example.com; or and the Standard Bank of South Africa Limited at +27 11 721 6653 or by email to LiabilityManagement@standardsbg.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 New Notes and the guarantees in respect thereof have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act"). The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.
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
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 authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the 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 its contents.
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.
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 authorised 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.
Neither this Offer to Purchase nor 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 this 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.
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.
MiFID II professionals/ECPs-only - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the United Kingdom.
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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