Helios Towers Announces Launch of Offer

This announcement contains inside information for the purpose of Article 7 of the Market Abuse Regulation (EU) 596/2014

NOT FOR DISTRIBUTION 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 U.S.$425 MILLION AGGREGATE PRINCIPAL AMOUNT OF SENIOR NOTES DUE 2025

June 8, 2020 - 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 due 2025, guaranteed on a senior basis by the Company and certain of its direct and indirect subsidiaries (the "Notes"), as well as the entry into new debt facilities (the "Refinancing").  

Senior Notes

The proceeds of the Notes, together with U.S.$7 million of cash on hand, will be used (i) to finance the purchase of up to U.S.$325 million aggregate principal amount of the HTA Group's outstanding senior notes due 2022 (the "Existing Notes") pursuant to the Tender Offer (as defined below), (ii) to repay all amounts outstanding under its U.S.$125 million term facility (of which, as of the date hereof, approximately U.S.$75 million was outstanding) and (iii) to pay certain fees and expenses in relation to the Refinancing and the Tender Offer.

Concurrently with this announcement, HTA Group announced a tender offer (the "Tender Offer") for up to U.S.$325 million of aggregate principal amount of the outstanding Existing Notes (the "Maximum Tender Amount") pursuant to an offer to purchase dated the same date (the "Offer to Purchase").

If the aggregate principal amount of Existing Notes validly tendered and not validly withdrawn as of the Expiration Time is less than the Maximum Tender Amount, HTA Group intends to redeem an aggregate principal amount of Existing Notes pursuant to the terms of the indenture for the Existing Notes (the "Existing Notes Indenture") (at the redemption price of 102.281% of the principal amount (plus any accrued interest)), such that no more than U.S.$275 million in aggregate principal amount of Existing Notes remains outstanding following the Tender Offer and any such redemption.

Additionally, in the event that the proceeds from the Offering are sufficient to, among other uses of proceeds, pay the redemption price of 102.281% of the principal amount (plus any accrued interest) in connection with an optional redemption of the entire aggregate principal amount of the Existing Notes outstanding pursuant to the terms of the Existing Notes Indenture, HTA Group intends to cancel the Tender Offer and issue a notice of conditional redemption immediately following such cancellation to instead redeem all outstanding Existing Notes on or about the settlement date of the New Notes Offering.

The Company entered into an agreement dated June 5, 2020 with Emerging Africa Infrastructure Fund Limited acting through its agent Ninety One SA (Pty) Ltd ("EAIF") (the "EAIF Investment Agreement") and an agreement dated June 6, 2020 with DEG-Deutsche Investitions-und Entwicklungsgesellschaft mbH ("DEG") (the "DEG Investment Agreement"), pursuant to which EAIF and DEG, respectively, have agreed to purchase a portion of the Notes as part of the initial distribution of the Notes. Subject to the terms of the EAIF Investment Agreement, EAIF will be allocated up to U.S.$60 million principal amount of Notes and, subject to the terms of the DEG Investment Agreement, DEG will be allocated up to U.S.$25 million principal amount of New Notes, with the final allocation to be determined by the Company.

New Term and Revolving Credit Facilities

HTA Group entered into a U.S.$135 million term facility (with a 5-year tenor, and which may increase in accordance with its terms up to an aggregate amount of U.S.$200 million) with borrowing availability in U.S. dollars for the general corporate purposes (including acquisitions) of the Company and certain of its subsidiaries. This new term facility will replace the existing U.S.$125 million term facility, which will be cancelled upon completion of any Notes offering.

Additionally, HTA Group entered into a revolving credit facility (with a 4.5-year tenor) with borrowing availability in U.S. dollars for the purpose of financing or refinancing the general corporate and working capital needs of the Company and certain of its subsidiaries. Commitments under the new revolving credit facility amount to 10% of the principal amount of any Notes offering (subject to a maximum of U.S.$70 million). Commitments under HTA Group's existing revolving credit facility are expected to be reduced on or about the completion of any Notes offering on a pro rata basis with the purchase or redemption of Existing Notes in the Refinancing. On or about the completion of any Notes offering, aggregate commitments under both revolving credit facilities are expected to amount to approximately U.S.$70 million.  

Drawings under the new facilities are conditioned upon the closing of a Notes offering.

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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 or the Existing 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 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. Accordingly, the Notes are being offered and sold only to "qualified institutional buyers" as defined in and in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons as defined in, and in accordance with, Regulation S under the Securities Act. 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") or the United Kingdom. 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), 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 or the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPS Regulation.

FCA/ICMA Stabilisation

MiFID II professionals/ECPs-only - Manufacturer target market (MIFID II 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 EEA or the United Kingdom.

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 Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ''Financial Promotion Order''), (iii) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) 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 Financial Services and Markets Act 2000, as amended (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.

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.