Helios Towers plc

Omantel Tower Acquisition Update

Helios Towers Oman agrees minority stake with Rakiza

Omani infrastructure fund to acquire 30% minority stake in previously announced Omantel transaction

London, 07 June 2022: Helios Towers plc ("Helios Towers" or "the Company"), the independent telecommunications infrastructure company, today announces that it has entered into an agreement pursuant to which Rakiza Telecommunication Infrastructure LLC ("Rakiza"), a wholly owned subsidiary of Oman Infrastructure Fund ("Rakiza Fund"), will purchase a 30% minority stake in the newly incorporated holding company for Omantel Telecommunications Company (S.A.O.G)'s ("Omantel") passive infrastructure assets in Oman, with Helios Towers purchasing the remaining 70%.

This partnership will further assist the expansion of telecommunications infrastructure across Oman, combining the proven operational expertise of Helios Towers with a local partner which has extensive knowledge of the market and dedicated focus on developing infrastructure across the Middle-East.

The Company expects that the acquisition will close in or around the end of Q2 2022, subject to satisfaction of outstanding closing conditions.

Tom Greenwood, CEO of Helios Towers, said:

"We are delighted to be partnering with Rakiza, who offers Helios Towers a wealth of local knowledge as we enter the Omani market and seek to strengthen our foothold in the Middle East. Rakiza not only offers a highly experienced management team through its deep public and private sector expertise, but it is also closely aligned to our goal of driving sustainable value creation through infrastructure and connectivity."

Muneer Al-Muneeri, Chairman of Rakiza Fund, added:

"Helios Towers has an excellent track record of generating growth in its many markets and we are delighted to partner with a leading telecommunications infrastructure business that has a proven history of delivering connectivity and advancing telecommunications in its markets. This, combined with our expertise and strong local network underpins our confidence that the Omantel transaction will be a positive development for us and Oman."

Transaction Details

On 11 May 2021, Helios Towers and Omantel entered into an agreement for Helios Towers to acquire Omantel's passive tower infrastructure portfolio of 2,890 sites (the "Target Assets"), for a cash consideration of $575 million and representing an enterprise value of $615 million, including the Group's estimate of transaction costs and capitalised ground leases of $40 million.

Under the agreement entered into today, Helios Towers will now purchase a 70% interest in the newly incorporated holding company for the Target Assets with Rakiza purchasing the remaining 30%. The consideration (which remains unchanged from the original acquisition terms) will be paid 70% by Helios Towers and 30% by Rakiza, adjusted down pro-rata by potential local third party debt raised. Helios Towers will retain operational control of the Target Assets and the Target Assets will be consolidated in its financial statements from completion.

Through the transaction, Helios Towers will establish its presence in the Middle-East region, becoming a leading independent tower infrastructure provider in Oman. As previously disclosed, the Target Assets are expected to deliver revenues of $59 million and Adjusted EBITDA of $40 million in the first full year of operations with further growth anticipated through colocation lease-up and 300 build-to-suit sites committed over the next seven years, for which $35 million growth capex is expected to be invested.

The Group intends to finance the acquisition through its existing cash and available bank facilities.

ENDS

Helios Towers Investor Relations:

Chris Baker-Sams, Head of Strategic Finance and Investor Relations

+44 (0)752 310 1475

investorrelations@heliostowers.com

Media Relations:

Edward Bridges / Stephanie Ellis

FTI Consulting LLP

+44 (0)20 3727 1000

For the purposes of MAR, the person responsible for making this announcement is Paul Barrett, General Counsel and Company Secretary.

About Helios Towers

Helios Towers is a leading independent telecommunications infrastructure company, having established one of the most extensive tower portfolios across Africa. It builds, owns and operates telecom passive infrastructure, providing services to mobile network operators.

Helios Towers owns and operates telecommunication tower sites in Tanzania, Democratic Republic of Congo, Congo Brazzaville, Ghana, South Africa, Senegal, Madagascar and Malawi. Following recent acquisition agreements and subject to regulatory approvals, Helios Towers expects to establish a presence in Gabon and Oman. Including these acquisitions and committed BTS, the Group's total site count is expected to increase from over 10,500 towers to over 14,000.

Helios Towers pioneered the model in Africa of buying towers that were held by single operators and providing services utilising the tower infrastructure to the seller and other operators. This allows wireless operators to outsource non-core tower-related activities, enabling them to focus their capital and managerial resources on providing higher quality services more cost-effectively.

For more information about Helios Towers, please visit: https://www.heliostowers.com/investors/investor-home/

About Rakiza Telecommunication Infrastructure LLC

Rakiza Telecommunication Infrastructure LLC is a wholly owned subsidiary of Oman Infrastructure Fund (Rakiza), a fund that is co-managed by the Oman Infrastructure Investment Management (OIM), a specialist infrastructure manager, and Equitix, a leading investor, developer and fund manager of core infrastructure assets in the UK, Europe, US and the Middle East. The managers have joined forces to establish a Fund that will invest in PPP infrastructure in the region.

For more information about the Oman Infrastructure Fund (Rakiza), please visit:

https://www.rakizafund.com/

About OIM

Oman Infrastructure Investment Management (OIM) is a specialist, active infrastructure manager. OIM's core strengths comprise of a seasoned team of professionals with extensive market knowledge and network in Oman and the region, and a proven track record of investments in the infrastructure space.

About Equitix

Founded in 2007 and headquartered in London, Equitix is a leading infrastructure investment firm that manages c. $10bn on behalf of long-term investors. It manages six core infrastructure flagship funds, numerous co-investment vehicles which are dedicated to larger infrastructure projects, and a number of segregated managed accounts providing customized solutions. Its investment strategy focuses on core infrastructure projects located in the UK, Europe, US and the Middle East covering a wide range of sectors with a particular focus on social infrastructure, transportation, regulated utilities and renewables. Across all of its core funds, Equitix seeks to hold assets for the life of the fund. Equitix has acquired over 300 core infrastructure projects since its inception, thereby establishing a strong reputation as a trusted long-term partner, operator and fiduciary fund manager.