Proposed Secondary Placing in Helios Towers plc
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("EU MAR"). Upon publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN HELIOS TOWERS PLC
Helios Investment Partners Fund II ("Fund II"), via Lath Holdings Ltd (the "Selling Shareholder"), announces its intention to sell approximately 3.9 per cent of the issued share capital of Helios Towers PLC ("Helios Towers" or the "Company"), representing approximately 41 million shares in the Company (on its behalf, and on behalf of certain Limited Partners in Fund II for whom the Selling Shareholder holds on trust following distributions in specie in 2021 and 2024 (the "Selling LPs")) through a placing of ordinary shares ("Placing Shares"), to eligible institutional investors (the "Placing").
The Placing is intended to fully exit Fund II and the Selling LPs from their remaining holdings in Helios Towers, with Fund II selling its entire holding of approximately 39 million shares and the Selling LPs selling approximately 2 million shares. Other limited partners in Fund II that are not participating in the Placing collectively hold approximately 14 million shares across approximately 20 individuals and entities.
The price per Placing Share will be determined through an accelerated bookbuilding process to institutional investors. The Placing is subject to demand, price and prevailing market conditions, and there can be no assurance that the Placing will proceed or as to its size or terms. The bookbuilding period will commence immediately following this announcement and may close at short notice thereafter. The results of the Placing will be announced as soon as practicable after the closing of the bookbuilding process.
BofA Securities ("BofA") and Jefferies International Limited ("Jefferies") have been appointed by the Selling Shareholder as Joint Global Coordinators and Joint Bookrunners in connection with the Placing (collectively the "Joint Global Coordinators").
Helios Towers has indicated its intention, pursuant to its existing shareholder authorities and its buyback programme announced on 6 November 2025, to participate in the Placing by placing an order of up to 10 per cent. of the Placing Shares. Any shares acquired by Helios Towers will be cancelled.
ENQUIRIES
BofA (Joint Global Coordinator and Joint Bookrunner) +44 (0)20 7995 3700
Lucrezia Lazzari / Andrew Briscoe
Jefferies (Joint Global Coordinator and Joint Bookrunner) +44 (0)20 7029 8000
Aditi Venkatram / Oliver Berwin
IMPORTANT NOTICE
This announcement is not for publication or distribution or release, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the "United States"), Canada, Australia, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a breach of applicable law or regulation. The Placing Shares 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, directly or indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation ("EEA Qualified Investors"). Each person in a Member State who acquires any Placing Shares or to whom any offer of Placing Shares may be made and, that are located in a Member State will be deemed to have represented, acknowledged and agreed that it is an EEA Qualified Investor. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
In the United Kingdom this announcement and any offer of Placing Shares if made subsequently is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. For these purposes, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
This press release is for information purposes only. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Helios Towers and Helios Towers shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness and such information shall in no way form the basis of, nor shall it be relied on in connection with, any contract to purchase or subscribe for any securities.
In connection with the Placing, the Joint Global Coordinators or any of their affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own account such Placing Shares of Helios Towers or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Global Coordinators and any of their affiliates acting as an investors for their own account. In addition any of the Joint Global Coordinators and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Global Coordinators and any of their affiliates may from time to time acquire, hold or dispose of Placing Shares. The Joint Global Coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Global Coordinators. The Joint Global Coordinators reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the Selling Shareholder, UK MiFID II requirements and in accordance with allocation policies.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Helios Towers or its shares.
The contents of this announcement have been prepared by and are the sole responsibility of the Selling Shareholder. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any Joint Global Coordinators or by any of their respective members, directors, officers, employees, agents or affiliates ("Relevant Persons") as to or in relation to the accuracy, completeness, correctness or sufficiency of this announcement, or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed.
The information contained in this announcement is subject to change without notice and may not contain all material information relating to the investment and transaction referred to herein. None of the Selling Shareholder, the Joint Global Co-ordinators nor any of their respective group undertakings or Relevant Persons give any undertaking to provide the recipient with access to any additional information or to update this announcement or any additional information or to correct any inaccuracies in it which may become apparent, and it reserves the right, without giving reasons, at any time and in any respect to amend or terminate the proposals described herein.
Merrill Lynch International ("BofA Securities") is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Jefferies International Limited is authorised and regulated in the United Kingdom by the FCA.
Each Joint Global Coordinator is acting exclusively for the Selling Shareholder and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. Neither Joint Global Coordinator will regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone other than the Selling Shareholder for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in, or contemplated by, this Announcement.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.
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