HT launches c.$250m convertible bond offering

This announcement contains inside information for the purpose of Article 7 of the Market Abuse Regulation (EU) 596/2014, as it forms part retained EU law

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ITALY, OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

Helios Towers launches senior guaranteed unsecured convertible bond offering of approximately USD 250 million due 2027

Helios Towers
Inside information
10 March 2021

Helios Towers plc ("Helios Towers" or the "Company") (LEI: 213800DGC7GS4XCHCU30) announces the launch by its wholly owned subsidiary HTA Group, Ltd (the "Issuer") (LEI number: 213800WEFU8O8X6EPU13) of an offering (the "Offering") of senior unsecured guaranteed convertible bonds due 2027 (the "Convertible Bonds") convertible into new shares of the Company (the "Shares") through an accelerated book building process to institutional investors. The Convertible Bonds are expected to be issued in an aggregate principal amount of approximately USD 250 million.

The contemplated transaction takes advantage of the current financing environment and aims to complement Helios Towers' existing capital structure through the issuance of the Convertible Bonds. The proceeds of the issuance of the Convertible Bonds will be used principally to fund the inorganic element of the Group's growth strategy, targeting tower assets in new and existing markets. This includes the acquisition of the passive infrastructure assets of Free Senegal announced in August 2020 and currently expected to complete in H1 2021.

In order to facilitate the Offering, the Company has decided to bring forward the announcement of its preliminary results from tomorrow (11 March 2021) to today (10 March 2021).

Convertible Bonds

The Convertible Bonds will be issued at 100% of their principal amount of USD 200,000 per bond and - unless previously converted, repurchased or redeemed - will be redeemed at par at maturity. The Convertible Bonds are expected to carry a coupon of 2.50% - 3.25% per annum payable semi-annually in arrear in equal instalments on 18 September and 18 March each year, with the first interest payment date being 18 September 2021. The initial conversion price is expected to be set at a premium of 35% - 40% above the reference share price, which will be equal to the placement price of the Shares in the Concurrent Accelerated Bookbuilding (as defined and further described below), translated into USD using the USD:GBP FX rate at the time of pricing. The conversion price will be subject to (a) adjustments for any dividends in cash or in kind, as well as (b) customary anti-dilution adjustments, pursuant to the terms and conditions of the Convertible Bonds.

The Shares underlying the Convertible Bonds represent approximately 8% of the total number of the Company's issued and outstanding Shares immediately prior to the Offering, subject to potential adjustments to the conversion price.

The Joint Global Coordinators will also conduct, concurrently with the placement of the Convertible Bonds, a simultaneous placement of existing Shares (the "Concurrent Accelerated Bookbuilding") on behalf of subscribers of the Convertible Bonds who wish to sell such Shares in short sales in order to hedge the market risk of an investment in the Convertible Bonds. The Company and the Issuer will not receive any proceeds from the Concurrent Accelerated Bookbuilding.

The final terms of the Convertible Bonds, including the initial conversion price and the price of the Shares sold in the Concurrent Accelerated Bookbuilding, are expected to be announced no later than tomorrow morning at 8:00am GMT.

Settlement and delivery of the Convertible Bonds is expected to take place on or about 18 March 2021. Helios Towers will submit an application to admit the Convertible Bonds to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange (or on another internationally recognised, regularly operating, regulated or non-regulated stock exchange) by no later than the first interest payment date being 18 September 2021.

The Company has agreed to a lock-up for a period commencing on the pricing date of the Offering and ending 90 calendar days after the settlement date of the Offering, subject to customary exceptions, and exceptions for (from 30 calendar days to 90 calendar days (inclusive) after the settlement date and on no more than one occasion) (i) the issue of Shares representing no more than 20% of the total issued share capital of the Company as at the settlement date and (ii) the entry by the Company into a volume underwriting arrangement to raise gross proceeds up to an amount equal to 20% of the market capitalisation of the Company immediately prior to entering into such arrangement, in each case in the context of M&A activities.

This stock exchange release does not constitute an offer or invitation to subscribe the Convertible Bonds and the Offering does not constitute a public offering in any jurisdiction.

The distribution of this stock exchange release in certain jurisdictions may be restricted by law. Persons into whose possession this stock exchange release comes are required by The Company and the Joint Global Coordinators to inform themselves about and to observe any such restrictions.

Inside information notice

This stock exchange release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of the Market Abuse Regulation (Regulation (EU) No. 596/2014) as it forms part of retained EU law ("MAR"). For the purposes of MAR, this announcement is made by Paul Barrett, Group Company Secretary.

Citigroup Global Markets Limited and Jefferies International Limited are acting as Joint Global Coordinators and Joint Bookrunners for the Offering (together the "Joint Global Coordinators").

STJ Advisors is acting as independent financial advisor to the Company in relation to the Offering.

Contact details of the Joint Global Coordinators are as follows:

Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
London E14 5LB
United Kingdom

Attn: Equity Syndicate Desk
Tel: + 44 20 7986 0015
Fax: + 44 20 3364 2134
E-mail: [email protected]

Attn: Equity-Linked Sales
Tel: +44 20 7986 0390
E-mail: [email protected]

Jefferies International Limited

100 Bishopsgate

London EC2N 4JL

United Kingdom

Attn:        Dominic Lester, Luca Erpici, Simon Hardy, Dominik Gansloser, Aditi Venkatram
Tel.:        +44 20 7029 8000

About Helios Towers

Helios Towers is a leading independent telecommunications infrastructure company in Africa, having established one of the continent's most extensive tower portfolios with over 7,200 towers across five countries. It builds, owns and operates telecom passive infrastructure, providing services to mobile network operators.

Helios Towers owns and operates more sites than any other operator in each of Tanzania, Democratic Republic of Congo ("DRC"), and Congo Brazzaville. It is also a leading operator in Ghana with a strong urban presence and established a presence in South Africa in 2019.

Helios Towers pioneered the model in Africa of buying towers 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.

Important Information

Important Information

No action has been taken by the Issuer, the Company, the Joint Global Coordinators or any of their respective affiliates that would permit an offering of the Convertible Bonds or the Shares (separately, a "Security" and together, the "Securities") or possession or distribution of this stock exchange release or any offering or publicity material relating to the Offering or the Concurrent Accelerated Bookbuilding or any of the Securities (together, "Offer Materials") in any jurisdiction where action for that purpose is required. Persons into whose possession this stock exchange release or any other Offer Materials comes are required by the Issuer, the Company and the Joint Global Coordinators to inform themselves about, and to observe, any such restrictions.

This stock exchange release and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security.

An investment in the Securities includes a significant degree of risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company's publicly available information and the terms of the Securities. Each person receiving this stock exchange release or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment. Neither the Joint Global Coordinators nor any of their respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this stock exchange release or any other Offer Materials or the Company's publicly available information. The information contained in this stock exchange release or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the Convertible Bonds.

In connection with the Offering and the Concurrent Accelerated Bookbuilding, the Joint Global Coordinators and any of their respective affiliates may take up a portion of the Convertible Bonds in the Offering and/or may acquire Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Convertible Bonds, Shares and other securities of the Company or its group or related investments in connection with the Offering, the Concurrent Accelerated Bookbuilding or otherwise. 

The Joint Global Coordinators are acting on behalf of the Company and no one else in connection with the Securities and will not be responsible to any other person for providing the protections afforded to clients of the Joint Global Coordinators or for providing advice in relation to the Securities.

Potential investors who are in any doubt about the contents of this stock exchange release or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of Securities and the income from them can go down as well as up.

THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE CONVERTIBLE BONDS ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

THIS STOCK EXCHANGE RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AND THE UNITED KINGDOM (THE "UK") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS, IN THE CASE OF THE EEA, REGULATION (EU) 2017/1129 AND, IN THE CASE OF THE UK, REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA").

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN THE EUROPEAN ECONOMIC AREA (THE "EEA"); (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM ("UK") DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MIFIR"); AND (E) THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE "PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B) IN THE UK, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION EACH MANUFACTURER'S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE RELEVANT MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO THE BONDS.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.

THE BONDS 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 EEA OR THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UK, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA") AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF UK MiFIR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION") OR THE PRIIPS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS.

ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. NEITHER THE JOINT GLOBAL COORDINATORS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE SETTLEMENT DATE.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE ISSUER, THE COMPANY OR THE JOINT GLOBAL COORDINATORS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

This RELEASE has not been filed with, or reviewed by, any national or local securities commission or regulatory authority of the United States, the United Kingdom, Italy, France or any OTHER jurisdiction, nor has any such commission or authority passed upon the accuracy or adequacy of this STOCK EXCHANGE RELEASE. Any representation to the contrary may be unlawful and may be a criminal offence.

Forward-looking statements

This press release contains certain forward-looking statements about the future outlook of the Company. By their nature, any statements about future outlook involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. Actual results, performance or outcomes may differ materially from any results, performance or outcomes expressed or implied by such forward-looking statements.

No representation or warranty is given in relation to any forward-looking statements made by the Company or any of the Joint Global Coordinators, including as to their completeness or accuracy. The Company does not undertake to update any forward-looking statements whether as a result of new information, future events or otherwise. Nothing in this press release should be construed as a profit forecast.