LAUNCH OF OFFER OF SENIOR NOTES

Helios Towers PLC

24 March 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE "U.S. SECURITIES ACT")) IN OR INTO ANY OTHER JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

HELIOS TOWERS ANNOUNCES LAUNCH OF OFFER OF SENIOR NOTES

March 24, 2026 - HTA Group, Ltd (the "HTA Group"), an indirect wholly owned subsidiary of Helios Towers plc (the "Company"), announces the launch of its offering of fixed rate senior notes, guaranteed on a senior basis by the Company and certain of its direct and indirect subsidiaries (the "Notes").  

The proceeds of the Notes will be used (i) to prepay in full the outstanding amounts under the term facilities in an aggregate amount of U.S.$445.0 million, (ii) for general corporate purposes and (iii) to pay certain fees and expenses in relation to the foregoing.

The Company has entered into an agreement dated March 24, 2026 with British International Investment plc ("BII") (the "BII Investment Agreement"), an agreement dated March 24, 2026 with DEG-Deutsche Investitions-und Entwicklungsgesellschaft mbH ("DEG") (the "DEG Investment Agreement") and an agreement dated March 24, 2026 with International Finance Corporation ("IFC") (the "IFC Investment Agreement"), pursuant to which BII, DEG and IFC, respectively, have expressed an interest in purchasing a portion of the Notes from the Initial Purchasers as part of the initial distribution of the Notes. Subject to the terms of the BII Investment Agreement, BII will be allocated between U.S.$20 million and U.S.$25 million principal amount of the Notes; subject to the terms of the DEG Investment Agreement, DEG will be allocated between U.S.$25 million and U.S.$50 million principal amount of the Notes; and subject to the terms of the IFC Investment Agreement, IFC will be allocated not more than U.S.$75 million principal amount of Notes, which in no event shall exceed 10% of the principal amount of the Notes, in each case with the final allocation to be determined by the Company.

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This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. The Notes and the guarantees in respect thereof have not been and will not be registered under the U.S. Securities Act or the securities laws of any other jurisdiction. Securities may not be offered in the United States absent registration or an exemption from registration. No action has been or will be taken in any jurisdiction in relation to the Notes to permit a public offering of securities. There is no assurance that any Notes offering will be completed or, if completed, as to the terms on which it is completed.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR"). Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

FCA/ICMA Stabilisation

UK MiFIR professionals/ECPs-only / No PRIIPs KID - Manufacturer target market (UK MiFIR 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 the EEA or the United Kingdom.

In addition, this announcement is being distributed to, and is directed at, only persons who (i) are outside the United Kingdom; (ii) have professional experience in matters relating to investments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Promotion Order; (iii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

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.

In connection with the issuance of the Notes, a bank appointed by the Company (the "Stabilizing Manager") (or any person acting on behalf of the Stabilizing Manager) may over allot Notes or effect transactions with a view to supporting the market price of the Notes during the stabilization period at a level higher than that which might otherwise prevail. However, stabilization action may not necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but must end no later than 30 calendar days after the date on which HTA Group received the proceeds of the issue, or no later than 60 calendar days after the date of allotment of the Notes, whichever is earlier. Any stabilization action or over allotment must be conducted by the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) in accordance with all applicable laws and regulations.

Forward-Looking Information

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 Company concerning, among other things, the results in relation to operations, financial condition, liquidity, prospects, growth and strategies of the Company 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.

 

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