Launch of convertible bond tender
Summary by AI BETAClose X
THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
HTA Group, Ltd launches repurchase of up to USD 120,000,000 in aggregate principal amount of its existing USD 300,000,000 Guaranteed Senior Unsecured Convertible Bonds due 2027
HTA Group, Ltd (the "Purchaser"), a wholly owned subsidiary of Helios Towers plc, the independent telecommunications infrastructure company ("Helios Towers" or the "Company"), announces an invitation, on the terms and conditions set out below, to Eligible Bondholders (as defined below) of its existing USD 300,000,000 Guaranteed Senior Unsecured Convertible Bonds due 2027 with ISIN code: XS2317281710 (the "Bonds") to offer to sell their Bonds to the Purchaser for cash at the Repurchase Price (as defined below) in an aggregate principal amount up to the Target Amount (as defined below) by way of a reverse bookbuilding process (the "Invitation").
The Purchaser intends to repurchase up to USD 120,000,000 in aggregate principal amount of the Bonds (the "Target Amount"), subject to its absolute discretion on repurchase allocations and to repurchase more than or significantly less than the Target Amount or none at all. As at 4:30p.m. (BST) on Tuesday, 30 September 2025, USD 300,000,000 in aggregate principal amount of the Bonds remained outstanding.
The invitation period starts after 4:30p.m. (BST) on 30 September 2025 and ends at 8:00p.m. (BST) on 30 September 2025, subject to the right of the Purchaser, in its sole discretion, to extend, re-open, amend or terminate the Invitation at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for purchase pursuant to the Invitation.
To the extent that the Purchaser, in its sole discretion, accepts any Bonds tendered by Eligible Bondholders in connection with the Invitation, such Eligible Bondholders will receive an amount in cash per USD 200,000 in principal amount of Bonds equal to USD 198,250 (the "Repurchase Price"), being the Bonds' ask price of 97.625%, corresponding to USD 195,250 per USD 200,000 on the day of launch of the reverse bookbuilding after market close (Tuesday, 30 September 2025), plus the repurchase premium of 1.50%, corresponding to USD 3,000 per USD 200,000.
The Purchaser will also pay, on the Settlement Date (as defined below), an amount in cash (rounded to the nearest USD 0.01, with USD 0.005 being rounded upwards) equal to interest accrued and unpaid on those Bonds accepted for purchase from and including 18 September 2025 (being the immediately preceding interest payment date of the Bonds) to but excluding the Settlement Date, which on the basis of the expected Settlement Date will amount to USD 351.39 per USD 200,000 in principal amount of the Bonds.
Bonds that are purchased pursuant to the Invitation will be delivered to the Purchaser and, as permitted by the terms and conditions of the Bonds, surrendered for cancellation.
Bonds that are not tendered and accepted for purchase pursuant to the Invitation will remain outstanding. The Invitation is not being made, and will not be made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone, the internet and other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation cannot be accepted, and no Bonds can be offered for sale, by any such use, means, instrumentality or facility or from within the United States. The Invitation is not open to any persons located or resident in the United States, or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation or any participation therein would be unlawful. The Invitation is targeted at Bondholders that are outside the United States and to whom the Invitation may otherwise be lawfully made and who are otherwise lawfully able to participate in the Invitation in accordance with the Invitation and Distribution Restrictions set out under "Important Information" below (such Bondholders being the "Eligible Bondholders").
Eligible Bondholders wishing to tender any or all of their Bonds to the Purchaser in connection with the Invitation must do so in accordance with the procedures set out in the invitation term sheet that has been prepared by the Purchaser in connection with the Invitation (the "Invitation Term Sheet"). The Invitation Term Sheet will be made available to Eligible Bondholders, at their request, by Jefferies International Limited (the "Dealer Manager") who is acting as dealer manager in respect of the Invitation.
The Purchaser expressly reserves the right, in its sole discretion, subject to applicable law, at any time, to amend any term of the Invitation in any respect (including, without limitation, any acceptance deadline). The Purchaser may continue, in its sole discretion, to also purchase Bonds through open market transactions.
The aggregate principal amount of Bonds accepted for purchase pursuant to the Invitation is expected to be announced on Wednesday, 01 October 2025.
Settlement of the repurchases pursuant to the Invitation is expected to occur on or around Friday, 10 October 2025 (the "Settlement Date").
This announcement is released by Helios Towers plc and contains information in relation to the Bonds that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as amended and as it forms part of United Kingdom domestic law ("UK MAR"). For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of United Kingdom domestic law, this announcement is made by Manjit Dhillon, Helios Towers plc.
For further information please contact:
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Helios Towers plc Manjit Dhillon, CFO Chris Baker-Sams, Head of Strategic Finance and Investor Relations
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+44 7767 237010 +44 782 511 2288
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Jefferies International Limited Dealer Manager Harry Le May / Dominik Gansloser / Patrick Kindler
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+44 20 7029 8000 |
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Headland Media Relations Andy Rivett-Carnac / Stephanie Ellis / Joe Hughes |
+44 796 899 7365 |
IMPORTANT INFORMATION
GENERAL
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL BONDS AND TENDERS OF BONDS FOR PURCHASE PURSUANT TO THE INVITATION WILL NOT BE ACCEPTED FROM HOLDERS OF BONDS IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES ARE SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE INVITATION SHALL BE DEEMED TO BE MADE BY SUCH DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE PURCHASER IN SUCH JURISDICTION.
INVITATION AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE INVITATION IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE PURCHASER AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
UNITED STATES
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR AN INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED, THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT SUCH REGISTRATION, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT.
THIS ANNOUNCEMENT AND THE INVITATION ARE NOT BEING MADE, AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND THE INTERNET.
THE BONDS MAY NOT BE TENDERED PURSUANT TO THIS ANNOUNCEMENT OR THE INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT. ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED (INCLUDING, WITHOUT LIMITATION, BY CUSTODIANS, NOMINEES OR TRUSTEES) IN OR INTO THE UNITED STATES. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT, THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES, SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY PURPORTED TENDER OF BONDS IN CONNECTION WITH THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED TENDER OF BONDS IN THE INVITATION MADE BY A PERSON LOCATED IN THE UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED.
EACH HOLDER OF BONDS PARTICIPATING IN THE INVITATION WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED STATES AND IS NOT PARTICIPATING IN SUCH INVITATION FROM THE UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL LOCATED OUTSIDE THE UNITED STATES THAT IS NOT GIVING AN ORDER TO PARTICIPATE IN SUCH INVITATION FROM THE UNITED STATES. FOR THE PURPOSES OF THIS AND THE ABOVE PARAGRAPHS, "UNITED STATES" MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.
UNITED KINGDOM
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT AND ANY 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, AS AMENDED. ACCORDINGLY, THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE 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") OR PERSONS WHO ARE WITHIN ARTICLE 43(2) OR 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.
ITALY
NONE OF THE INVITATION, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THIS ANNOUNCEMENT OR THE INVITATION HAVE BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA ("CONSOB") PURSUANT TO ITALIAN LAWS AND REGULATIONS.
THE INVITATION IS BEING CARRIED OUT IN THE REPUBLIC OF ITALY AS EXEMPTED OFFERS PURSUANT TO ARTICLE 101-BIS, PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE "ITALIAN FINANCIAL SERVICES ACT") AND ARTICLE 35-BIS, PARAGRAPH 3, OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED FROM TIME TO TIME (THE "ISSUERS' REGULATION"). ACCORDINGLY, THE INVITATION IS ONLY ADDRESSED TO HOLDERS OF BONDS LOCATED IN THE REPUBLIC OF ITALY WHO ARE "QUALIFIED INVESTORS" (INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO AND WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE REGULATION (EU) 2017/1129 AND ARTICLE 34-TER, FIRST PARAGRAPH, LETTER B) OF THE ISSUERS' REGULATION.
HOLDERS OR BENEFICIAL OWNERS OF THE BONDS LOCATED IN THE REPUBLIC OF ITALY CAN TENDER SOME OR ALL OF THEIR BONDS PURSUANT TO THE INVITATION THROUGH AUTHORISED PERSONS (SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL INTERMEDIARIES PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN ACCORDANCE WITH THE ITALIAN FINANCIAL SERVICES ACT, CONSOB REGULATION NO. 20307 OF 15 FEBRUARY 2018, AS AMENDED FROM TIME TO TIME, AND LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993, AS AMENDED) AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR WITH REQUIREMENTS IMPOSED BY CONSOB OR 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 BONDS OR THE INVITATION.
FRANCE
THIS ANNOUNCEMENT AND ANY OTHER OFFERING MATERIAL RELATING TO THE INVITATION MAY NOT BE DISTRIBUTED IN THE REPUBLIC OF FRANCE EXCEPT TO QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS
THIS ANNOUNCEMENT MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS THE WORDS "BELIEVE", "ANTICIPATE", "ESTIMATE", "EXPECT", "INTEND", "PREDICT", "PROJECT", "COULD", "MAY", "WILL", "PLAN" OR BY THE USE OF SIMILAR EXPRESSIONS OR VARIATIONS ON SUCH EXPRESSIONS. FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND PROJECTIONS AND ARE SUBJECT TO INHERENT RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENTS MADE IN THIS ANNOUNCEMENT SPEAK ONLY AS OF THE DATE HEREOF. THE PURCHASER DOES NOT INTEND TO PUBLICLY UPDATE OR REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS INVITATION NOR ASSUMES ANY RESPONSIBILITY TO DO SO.
Belgium
The InVITATION is not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1, 2° of the Belgian Code of Economic Law, as amended from time to time (a Belgian Consumer) and INVITATION TERM SHEET or any other documents or materials relating to the Offer have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian Consumers.
MAURITIUS
THIS INVITATION TERM SHEET HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE FINANCIAL SERVICES COMMISSION OF MAURITIUS. THIS INVITATION AND THE BONDS ARE 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 INVITATION. THE BONDS MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN MAURITIUS.
NEITHER THIS INVITATION, NOR ANY OTHER OFFERING MATERIAL OR INFORMATION CONTAINED HEREIN RELATING TO THE OFFER OF THE BONDS, MAY BE TREATED AS A PROSPECTUS AND BE RELEASED OR ISSUED TO THE PUBLIC IN MAURITIUS OR USED IN CONNECTION WITH ANY SUCH OFFER.
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