Launch of placing & convertible bond tap issuance

Companies

Helios Towers (HTWS)

UK 100

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Ontario Cartan Limited Suite 5300 Toronto Dominion Bank Tower Toronto, ON M5K 1E6 Attn: Andrew Parker	Québec McCarthy Tétrault LLP Bureau 2500 1000, rue De La Gauchetière Ouest Montréal, QC H3B 0A2 Attn: Sonia J. Struthers
Alberta McCarthy Tétrault LLP Suite 4000 421 - 7th Avenue SW Calgary, AB T2P 4K9 Attn: John S. Osler	British Columbia McCarthy Tétrault LLP Suite 2400 745 Thurlow Street Vancouver BC V6E 0C5 Attn: Robin Mahood
Manitoba MLT Aikins LLP 30th Floor Commodity Exchange Tower 360 Main Street Winnipeg MB R3C 4G1 Attn: Richard L. Yaffe

Acquisition		means the proposed acquisition by Bidco of the entire issued share capital of the Target pursuant to and in accordance with the terms of the Acquisition Agreement, which is conditional on the completion of the transfer of the Target Assets to the Target;
Acquisition Agreement		means the sale and purchase agreement dated 11 May 2021 in relation to the acquisition by Bidco of the entire issued share capital of the Target;
Acquisition Announcement		means the announcement published on 11 May 2021 giving details of the Acquisition, and any other announcement relating to the Acquisition, the issue of which is authorised by the Company;
Admission		means the admission of the Placing Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities;
Affiliate		means (except as otherwise provided in this Announcement) (a) in respect of any of the Banks, its subsidiaries, branches, associated companies and holding companies and the subsidiaries of such holding companies, branches, associated companies and subsidiaries, and (b) in respect of the Company, as defined in Rule 405 under the Securities Act;
Announcement		means this announcement (including its appendices);
Banks		means BofA Securities, Jefferies, Citi and Numis;
Bidco		means Helios Towers Bidco Limited;
BofA Securities		means Merrill Lynch International;
Bond Issuer		means HTA Group, Ltd.;
Bonds		has the meaning in paragraph 4 of this Announcement;
Bookbuild		means the bookbuilding process to be commenced by the Banks immediately following release of this Announcement to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;
Canadian Private Placement Provinces		means the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec
Citi		means Citigroup Global Markets Limited
Closing Date		means the day on which the transactions effected in connection with the Placing Agreement will be settled;
Company		means Helios Towers plc;
Convertible Bond Offering		has the meaning in paragraph 4 of this Announcement;
CREST		means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755));
Disclosure Guidance and Transparency Rules		means (a) the disclosure requirements under Articles 17, 18 and 19 of the MAR, and (b) the transparency rules of the FCA published under section 73A(1) and 89A of the FSMA and forming part of the FCA Handbook;
Enlarged Group		means the Group as enlarged by the Target and the Target Assets following the Acquisition;
Euroclear		means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;
EUWA		means the European Union (Withdrawal) Act 2018
FCA or Financial Conduct Authority		means the UK Financial Conduct Authority, acting in its capacity as competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the FSMA, including, where the context so permits, any committee, employee, officer or servant to whom any function of the FCA may for the time being be delegated;
FSMA		means the Financial Services and Markets Act 2000, including any regulations made pursuant thereto;
Guarantors		means the Company, Helios Towers, Ltd, HTA Holdings, Ltd, HT Congo Brazzaville Holdco Limited, HT Holdings Tanzania Ltd., Helios Towers DRC SARL, HT DRC Infraco SARL, Helios Towers Congo Brazzaville SASU, HTT Infraco Limited, Helios Towers Ghana Limited, HTG Managed Services Limited, Towers NL Coöperatief U.A., McTam International 1 B.V. and McRory Investment B.V.
Group		means the Company and each of its subsidiaries and subsidiary undertakings including, where the context requires, any one or more such companies;
Jefferies		means Jefferies International Limited
Joint Global Co-ordinators		means BofA Securities, Jefferies and Citi;
Listing Rules		means the listing rules of the FCA published under section 73A(2) of the FSMA and forming part of the FCA Handbook;
LSE or London Stock Exchange		means London Stock Exchange plc;
MAR		means the Market Abuse Regulation (EU) No.596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, including the delegated acts, implementing acts, technical standards and guidelines under the Market Abuse Regulation;
Material Adverse Effect		means a material adverse change, or an event reasonably likely to result in a material adverse change, in or affecting the condition (financial, operational, legal or otherwise) or in the earnings, management, business affairs, business prospects or financial prospects of the Group taken as a whole or, following completion of the Acquisition, the Enlarged Group, in each case, whether or not arising in the ordinary course of business;
MiFID II		means Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments;
Numis		means Numis Securities Limited
Omantel		means Oman Telecommunications Company (S.A.O.G);
Ordinary Share		means an ordinary share of one penny each in the capital of the Company;
Placee		means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given;
Placing		has the meaning given in paragraph 1 of this Announcement;
Placing Agreement		has the meaning given to it in Appendix 1 to this Announcement;
Placing Price		means the price per Placing Share, if any, as may be agreed between the Banks and the Company, and as may be specified in the executed Terms of Placing;
Placing Shares		has the meaning given in paragraph 1 of this Announcement;
PRA or Prudential Regulation Authority		means the UK Prudential Regulation Authority;
Press Announcements		means this announcement, the Acquisition Announcement and the Pricing Announcement;
Pricing Announcement		means the announcement in the agreed form to be published by the Company following execution of the Terms of Placing by all of the parties thereto and giving details of the Placing Price;
PRIIPs Regulation		means Regulation (EU) No 1286/2014 (as amended);
Prospectus Regulation		means the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979);
QIB		means a "qualified institutional buyer" within the meaning of Rule 144A;
Regulation S		means Regulation S promulgated under the Securities Act;
Regulatory Information Service		means an information service that is approved by the FCA and on the FCA's list of Registered Information Services;
Relevant Jurisdiction		means each of the United States, the member states of the EEA and the United Kingdom;
Restricted Territory		means the United States, Australia, Canada, the Republic of South Africa or Japan;
Rule 144A		means Rule 144A under the Securities Act;
Securities		means the Bonds or the Ordinary Shares to be issued or transferred and delivered upon conversion of the Bonds and notionally underlying the Bonds;
Securities Act		means the U.S. Securities Act of 1933, as amended;
subsidiary		has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking		has the meaning given to that term in the Companies Act 2006;
Target		means a to be incorporated holding company to which the Target Assets will be transferred as a condition under the Acquisition Agreement;
Target Assets		means the passive tower infrastructure assets representing 2,890 sites (which will be transferred with the related business assets, contracts, liabilities and certain employees) to be acquired pursuant to the Acquisition;
Terms and Conditions		means the terms and conditions of the Placing set out in Appendix 1 to this Announcement;
Terms of Placing		has the meaning given to it in Appendix 1 to this Announcement;
UK Market Abuse Regulation		means the Onshored Regulation (EU) No 596/2014
UK PRIIPs Regulation		means Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018;
UK Prospectus Regulation		means the Onshored Prospectus Regulation (EU) 2017/1129, Onshored Delegated Regulation (EU) 2019/980 and Onshored Delegated Regulation (EU) 2019/979;
uncertificated or in uncertificated form		means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;
United Kingdom or UK		means the United Kingdom of Great Britain and Northern Ireland; and
United States or U.S.		means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia.