Launch of placing & convertible bond tap issuance

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

 

15 June 2021

 

Helios Towers plc

 

 

PROPOSED PLACING OF NEW ORDINARY SHARES, RETAIL OFFER AND CONCURRENT TAP ISSUANCE OF EXISTING CONVERTIBLE BONDS

 

 

 

Helios Towers plc ("Helios Towers" or the "Company" or, together with its subsidiaries, the "Group"), today announces its intention to raise gross proceeds of approximately US$100 million through a non-pre-emptive placing of new ordinary shares of one penny each (the "Placing Shares")(the "Placing").

 

In conjunction with the Placing, there will be an offer made by the Company on the PrimaryBid platform of new ordinary shares of one penny each in the capital of the Company (the "Retail Offer Shares") at the Placing Price (as defined below) (the "Retail Offer"), to provide certain retail investors with an opportunity to participate in the Capital Raise (as defined below). A separate announcement will be made shortly regarding the Retail Offer and its terms.

 

The Placing Shares and the Retail Offer Shares will represent less than 10% of the current issued share capital of the Company and the Company intends to raise gross proceeds of approximately US$100 million through the Placing and Retail Offer.

 

Concurrently with the Placing and Retail Offer, HTA Group, Ltd (the "Bond Issuer"), a wholly owned subsidiary of the Company, is also launching a tap issuance of approximately US$50 million of its existing senior unsecured guaranteed convertible bonds due 2027, guaranteed by the Company and certain of its subsidiaries (the "Bonds") (the "Convertible Bond Offering", and together with the Placing and Retail Offer, the "Capital Raise"). The Capital Raise is intended to raise total gross proceeds of approximately US$150 million.

 

The Company intends to use the net proceeds of the Capital Raise to further strengthen its balance sheet to fund the inorganic element of the Group's growth strategy, targeting tower assets in new and existing markets. This includes, but is not limited to, the acquisitions of passive infrastructure assets from Airtel Africa Group companies ("Airtel Africa") announced in March 2021 and from Oman Telecommunications Company (S.A.O.G) ("Omantel") announced in May 2021, as well as potential future M&A pipeline opportunities that the Group is evaluating.

 

The Placing will be conducted through an accelerated bookbuild which will be launched immediately following this announcement (being, together with the Appendix hereto, the "Announcement") and will be made available to new and existing eligible institutional investors (the "Placing Bookbuild"). The Placing is subject to the Terms and Conditions set out in the Appendix. The Retail Offer is not made subject to the Terms and Conditions set out in the Appendix to this Announcement and instead will be made on terms outlined in the separate announcement to be made shortly regarding the Retail Offer and its terms. The Convertible Bond Offering will also be offered via an accelerated bookbuild which will be launched immediately following this Announcement only to institutional investors.

 

Merrill Lynch International ("BofA Securities"), Citigroup Global Markets Limited ("Citi") and Jefferies International Limited ("Jefferies") are acting as Joint Global Coordinators in connection with the Placing. Numis Securities Limited ("Numis") is acting as Joint Bookrunner in connection with the Placing. BofA Securities, Citi and Jefferies are acting as Joint Global Coordinators in connection with the Convertible Bond Offering.

 

STJ Advisors is acting as independent financial advisor to the Company in connection with the Capital Raise.

 

The final number of Placing Shares and Retail Offer Shares and the price at which the Placing Shares and the Retail Offer Shares are to be placed will be determined at the close of the Placing Bookbuild and announced as soon as practicable thereafter. The final terms of the Convertible Bond Offering are expected to be announced at the end of the accelerated bookbuild. The Capital Raise is being conducted utilising the Company's existing authorisations to issue new shares.

 

Kash Pandya, Chief Executive Officer of Helios Towers, said:

 

"It has been a transformational start to 2021 for the Company. We signed acquisition agreements that upon closing, increase our operational presence to 11 markets and bring our site count close to 15,000 towers, including the build-to-suit commitments from customers.

 

Through these acquisitions, Helios Towers will become the most geographically diversified tower company in Africa and the Middle East and deliver on our five-year targets of 12,000+ towers and 8+ markets, well ahead of plan."

 

Recent Strategic Highlights

 

·    Transformational period for the Group, announcing acquisitions in six new markets over the last 12 months, including the recent acquisition announcement of 2,890 tower assets from Omantel and agreements with Airtel Africa in respect of 2,227 tower assets.

 

·    On 18 May 2021, Helios Towers closed the acquisition of Free Senegal's passive infrastructure assets, adding approximately 1,200 sites to its portfolio. 

 

·    On completion these acquisitions increase pro forma Group tower count to c.15,000 - doubling since IPO and exceeding the Group's 2025 vision targets well in advance.

 

·    The acquisitions provide geographic and customer diversification, making Helios Towers the most geographically diverse tower company in the Middle East and Africa, with a strong tier 1 mobile network operator ("MNO") customer base.

 

·    Each of the new markets is aligned to Helios Towers' market entry criteria and expected to deliver on the Group's disciplined internal returns thresholds.

 

·    Key highlights of the acquisition of 2,890 tower assets from Omantel include:

 

o  Establishes the Group's presence in one of the fastest growing markets in the Middle East region, and will make Helios Towers a leading independent tower infrastructure provider in Oman upon completion;

o  Strengthens Helios Towers' business and revenue visibility over the long-term, with a 15 year service agreement providing c.US$800 million additional contracted revenue; and

o  Further growth expected through 300 additional committed build to suit ("BTS") sites.

 

·    Key highlights of the agreements with Airtel Africa in respect of 2,227 tower assets include:

 

o  Agreements to acquire tower assets in Madagascar and Malawi and exclusive memorandum of understanding arrangements to acquire tower assets in Chad and Gabon - supports entry into high growth markets;

o  Long-term service contracts for an initial period of 12 years provides US$1.1 billion of future contracted revenue;

o  Further growth expected through 315 additional committed BTS sites; and

o  Strong hard currency Adjusted EBITDA mix at 85% for the portfolio, reflecting EUR-pegged currencies in Chad and Gabon and USD-linked revenues in Madagascar and Malawi.

 

 

As reported in the Company's Q1 2021 results, Helios Towers has continued to deliver on its value-accretive growth strategy in 2021. Revenues in Q1 2021 increased by 2% year-on-year, with Adjusted EBITDA growth of 3% reflecting a 1 percentage point annual increase in Adjusted EBITDA margin.

 

Investors should also refer to the announcement of the Omantel acquisition agreement released on 11 May 2021, the announcement of the Airtel Africa agreements released on 23 March 2021 and the announcement of the Company's Q1 results released on 20 May 2021. Investors should also refer to the Company's separate quarterly and annual financial reports, which are made available on the Company's website.

 

 

 

 

For further information on this announcement, please contact

Helios Towers:

Chris Baker-Sams, Corporate Finance Manager

+44 (0) 752 310 1475

BofA Securities (Joint Global Coordinator and Joint Corporate Broker):

Peter Luck / Cara Griffiths / Ben Winstanley / Andrew Briscoe

+44 (0) 207 628 1000

Jefferies (Joint Global Coordinator and Joint Corporate Broker):

Simon Hardy / Luca Erpici / Dominic Lester / Dominik Gansloser / Aditi Venkatram

+44 (0) 207 029 8000

Citi (Joint Global Coordinator):

Chuba Ezenwa / Mihir Unadkat / Javier Pollan / Luke Gormley

+44 (0) 207 986 4000

Numis (Joint Bookrunner):

Matt Lewis / Hugo Rubinstein / Will Baunton

+44 (0) 207 260 1000

Media Enquiries:

Edward Bridges / Stephanie Ellis, FTI Consulting

+44 (0) 20 3727 1000

 

The person responsible for arranging release of this Announcement on behalf of Helios Towers is Paul Barrett, General Counsel and Company Secretary.

 

Notes to Editors

 

 

 

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 and Senegal. Following recent acquisition agreements and subject to regulatory approvals, Helios Towers expects to establish a presence in five new markets across Africa and the Middle East over the next 12 months. Including these acquisitions and BTS site commitments, the Group's total site count is expected to increase from over 8,500 towers currently to approaching 15,000.

 

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.

 

 

 

Background to the Capital Raise

 

Central to Helios Towers' expansion strategy, alongside organic growth in its existing markets, is identifying new markets where opportunities exists to expand its geographic footprint and product offering. Purchasing tower assets from mobile operators to build scale and optimising the portfolio to improve returns on the towers by adding tenants and building more towers is a longstanding strategy for Helios Towers. Of the c.14,700 sites currently operated by Helios Towers (or to be acquired pursuant to pending transactions), c.11,450 sites were or will be acquired through asset portfolio purchases, as compared to c.3,250 sites which were or will be constructed by the Group as build-to-suit sites.¹ The Group has entered into 14 acquisitions over the last 11 years.

 

 

¹     Reflects the Airtel Africa agreements across Malawi, Madagascar, Chad and Gabon announced in March 2021, and the Omantel agreement announced in May 2021 which remain subject to completion and the Free Senegal transaction completed in May 2021. 

 

 

In 2019, ahead of the Company's IPO, Helios Towers set out its strategic ambition to expand its operations to over eight markets, operating over 12,000 towers, by 2025. Helios Towers has announced three significant acquisitions of tower portfolios in the last 12 months which support this ambition:

 

·    in August 2020, Helios Towers announced the acquisition of a portfolio of approximately 1,200 existing towers and 400 committed BTS sites over the next five years from Free Senegal. This acquisition, which completed in May 2021, marked the Company's entry into its sixth market, Senegal;

·    in March 2021, Helios Towers announced that it had entered into agreements with Airtel Africa to acquire its passive infrastructure operating companies in Madagascar and Malawi and had entered into exclusive memorandum of understanding arrangements with Airtel Africa Group for the potential acquisition of assets in Chad and Gabon, representing a total of 2,227 existing sites and 315 committed BTS sites across these jurisdictions (the "Airtel Africa Acquisition"). The acquisitions in Madagascar and Malawi are expected to complete in or around the fourth quarter of 2021, subject to separate customary closing conditions including required regulatory approvals, and the acquisitions in Chad and Gabon are expected to complete in or around the first quarter of 2022, subject to certain conditions including the Group obtaining a passive infrastructure licence in each jurisdiction; and

·    in May 2021, Helios Towers announced that it had entered into an agreement with Omantel to acquire its passive tower infrastructure portfolio of 2,890 sites (the "Omantel Acquisition"), establishing the Group's presence in one of the fastest-growing markets in the Middle-East region and receiving BTS commitment for a further 300 sites.

 

Upon and subject to completion of the Airtel Africa Acquisitions and the Omantel Acquisition, the Group's portfolio will comprise c.14,700 sites (including 1,015 committed BTS) across 11 markets, becoming the most diversified tower company operating in the Middle East and Africa and exceeding its strategic ambition several years ahead of target. It will also become the market leader and/or sole independent telecommunications infrastructure in eight of its 11 markets.

 

Additionally, the Group is currently analysing further potential opportunities representing c.10,000 towers in total and is conducting due diligence on a number of potential transactions, representing both in-market and new market opportunities which are aligned to Helios Towers' new market entry criteria:

 

·    Emerging market;

·    Population above 10 million people;

·    Three or more MNOs;

·    Possibility to achieve a leading or number two market share;

·    Stable and/or pegged currencies;

·    Power and tower infrastructure gap;

·    High subscriber growth and low mobile penetration; and

·    Enhances Group returns.

 

The Group exercises the utmost rigour in sourcing, negotiating and integrating acquisitions.

 

Net Proceeds of the Capital Raise

 

The proceeds of the Capital Raise will be used to further strengthen its balance sheet to fund the inorganic element of the Group's growth strategy, targeting tower assets in new and existing markets. This includes, but is not limited to, the acquisitions of passive infrastructure assets from Airtel Africa announced in March 2021 and from Omantel announced in May 2021 as well as potential future M&A pipeline opportunities that the Group is evaluating.  The net proceeds of the Capital Raise will support Helios Towers' ability to negotiate with potential counterparties from a position of financial strength.

 

Operational Update

 

There has been no material change to current trading since the update given at the time of its results for the year ended 31 December 2020 ("FY 2020") on 10 March 2021 (the "Full Year Results") and the results for Q1 2021 announced on 20 May 2021.

 

Helios Towers continues to operate in line with expectations, with revenues for FY 2020 up 7% versus the prior year, FY 2020 Adjusted EBITDA margin of 55% (within the Group's medium-term target range), and significant power uptime of 99.99%. The Company has continued to deliver on its growth ambitions in 2021, supported by organic growth across the Group, alongside the recently announced acquisitions, which will support material future inorganic growth. Revenues in Q1 2021 increased by 2% year-on-year, whilst Adjusted EBITDA increased by 3%, reflecting a 1 percentage point annual increase in Adjusted EBITDA margin.

 

At Q1 2021, Helios Towers reiterated its original 2021 organic guidance. The Group continues to expect incremental organic tenancies for 2021 of approximately 1,000 - 1,500 and capital expenditure of US$110 - 140 million for its established five markets. The Company also anticipates further growth following the acquisition of Free Senegal's tower portfolio in Senegal which closed in May 2021, the acquisition of the Airtel Africa's passive infrastructure companies in Madagascar and Malawi, both of which are expected to close in or around Q4 2021, and the acquisition of passive infrastructure assets from Omantel announced in May 2021.

 

Financial Position

 

At 31 March 2021, Group gross debt was US$1,343 million and cash and equivalents totaled US$670 million, resulting in net debt of US$673 million and net leverage ratio of 3.0x (based on last quarter annualised Adjusted EBITDA of US$223 million), below its target net leverage range of 3.5x - 4.5x. Additionally, as of 31 March 2021 the Group had undrawn debt facilities of approximately US$270 million.

 

 Shareholder Consultation

 

The Company has consulted with a number of its leading shareholders ahead of this Announcement regarding the rationale for the Capital Raise, including the structure of the Capital Raise. The Board's belief that the Capital Raise is in the best interests of shareholders and will promote the success of the Company has been strengthened by these discussions.

 

The proposed issue and allotment of the Placing Shares and the Bonds will be within the existing shareholder authorisations granted to the Company at its Annual General Meeting held on Thursday 15 April 2021.

 

Details of the Placing

 

BofA Securities, Citi and Jefferies are acting as joint global coordinators (the "Joint Global Coordinators") in connection with the Placing. Numis is acting as joint bookrunner in connection with the Placing (together with BofA Securities, Citi and Jefferies, the "Joint Bookrunners"). The Joint Bookrunners are not acting for the Company with respect to the Retail Offer.

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this Announcement). The Joint Bookrunners will commence the Placing Bookbuild process in respect of the Placing (the "Bookbuilding Process") immediately following the release of this Announcement. The number of new ordinary shares to be issued pursuant to the Placing and the price per new ordinary share at which the Placing Shares are to be placed (the "Placing Price") will be decided following completion of the Bookbuilding Process. The book will open with immediate effect following release of this Announcement. The timing of the closing of the book, pricing and allocations will be at the absolute discretion of the Joint Global Coordinators and Helios Towers. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable following completion of the Bookbuilding Process.

 

The Placing Shares and Retail Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. The aggregate number of Placing Shares and Retail Offer Shares shall not exceed 10% of the current issued share capital of the Company.

 

Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 18 June 2021. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company and Joint Bookrunners (the "Placing Agreement") not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing.

 

This Announcement should be read in its entirety, including (without limitation) the information provided in the "Important notices" section of this Announcement. In particular, the Appendix to this Announcement sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing. The attention of investors is drawn in particular to the "Conditions of the Placing" section of the Appendix (including the condition that no Material Adverse Effect can have occurred prior to Admission) and the "Termination of the Placing Agreement" section of the Appendix.

 

Details of the Convertible Bond Offering

 

The Bonds will be issued on the same terms as, and will be fully fungible with, the existing US$250 million Senior Unsecured Guaranteed Convertible Bonds due 2027 issued by the Bond Issuer on 18 March 2021 (the "Existing Bonds"). The Bonds will be issued at a price of between 106.375% and 108.375% of their principal amount, as determined through a bookbuilding process, and subject to a delta adjustment to reflect factors including the difference between the Placing Price of the Placing Shares and the prevailing share price on the pricing date, together with accrued interest from and including 18 March 2021. The Bonds will carry a coupon of 2.875% per annum payable semi-annually in arrear in equal instalments on 18 September and 8 March each year, with the first interest payment date being 18 September 2021. The initial conversion price is US$2.9312, subject to potential adjustment (if such an adjustment would be required under the terms and conditions of the Existing Bonds) depending upon the Placing Price. 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 Bonds.

 

The ordinary shares underlying the new Bonds will represent approximately 2% of the total number of the Company's issued and outstanding ordinary shares immediately prior to the Convertible Bond Offering , subject to potential adjustments to the conversion price.

 

BofA Securities, Citi and Jefferies are acting as Joint Global Coordinators in connection with the Convertible Bond Offering (together, the "CB JGCs").

 

The final issue price of the Bonds is expected to be announced tomorrow morning alongside the results of the Placing.

 

Settlement and delivery of the Bonds is expected to take place on or about 23 June 2021. The Bond Issuer will submit an application to admit the Bonds to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange on 23 June 2021.

 

General

 

In the context of the Placing and the Convertible Bond Offering, the Company and the Bond Issuer have agreed to a lock-up relating to equity and equity-related securities for a period commencing on pricing and ending 90 calendar days following the settlement date of each of the Placing and the Convertible Bond Offering, subject to certain exceptions.

 

 

 

IMPORTANT NOTICES

No action has been taken by the Company, the Bond Issuer, the Guarantors, Merrill Lynch International ("BofA Securities"), Citigroup Global Markets Limited ("Citi"), Jefferies International Limited ("Jefferies"), Numis Securities Limited ("Numis" and together with BofA Securities, Citi and Jefferies, the "Banks"), or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or an offering of the Bonds or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares or to the Bonds in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

No prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation or the Prospectus Regulation, each as defined below) to be published. Persons needing advice should consult an independent financial adviser.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute an offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares or the Bonds is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.  The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this Announcement, will not be accepted.  Subject to certain limited exceptions, the Placing Shares may not be offered or sold in the United States, Canada, Australia, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Canada, Australia, Japan or the Republic of South Africa. In addition, the Bonds and the Retail Shares are being offered and sold by the company only outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act.

This Announcement is directed at and is only being distributed to: persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in the United Kingdom, persons who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979), as it forms part of the law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") who are (i) persons who fall within the definition of "Investment Professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (b) if in a member state of the European Economic Area (the "EEA"), persons who are qualified investors ("Qualified Investors"), being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979) (the "Prospectus Regulation"); or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (a), (b) and (c) above together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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 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 (8) of Article 2 of the UK Prospectus Regulation; or (ii) a customer within the meaning of the provisions of 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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of 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 United Kingdom has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

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. 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 of the European Parliament and of the Council on markets in financial instruments (as amended, "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.

Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The relevant clearances have not been, and will not be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares or the Bonds; and neither the Placing Shares nor the Bonds have been, nor will be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Placing Shares and the Bonds may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which such activities would be unlawful.

In Canada, no offering is being made in respect of the Bonds as no sales of the Bonds are permitted in Canada.

In Canada, the offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec on a basis exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and the Banks that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

By participating in the Placing Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in the Appendices to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendices to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. Each of the Company, the Banks and their respective affiliates, agents, directors, officers and employees expressly disclaims any obligation or undertaking to update, review or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or the Financial Conduct Authority (the "FCA").

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares or the Bonds. Any investment decision to buy Placing Shares in the Placing or Bonds in the Convertible Bond Offering must be made solely on the basis of publicly available information, which has not been independently verified by the Banks.

Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the Placing Shares and the Bonds. None of the Company, the Bond Issuer, BofA Securities, Citi, Jefferies or Numis makes any representation as to: (i) the suitability of the securities referred to herein for any particular investor; (ii) the appropriate accounting treatment and potential tax consequences of investing in the securities referred to herein; or (iii) the future performance of the securities referred to herein either in absolute terms or relative to competing investments.

Each of BofA Securities and Citi is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. Each of Jefferies International Limited and Numis is authorised and regulated in the United Kingdom by the FCA. Each of BofA Securities, Citi, Jefferies and Numis is acting exclusively for the Company and no one else in connection with the Placing and each of BofA Securities, Citi and Jefferies is acting exclusively for the Company and the Bond Issuer and no one else in connection with the Convertible Bond Offering. None of the Banks will regard any other person as its client in relation to the Placing and/or the Convertible Bond Offering, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees or bondholders) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the Convertible Bond Offering, the content of this Announcement or any other matters referred to in this Announcement.

This Announcement has been issued by and is the sole responsibility of the Company. 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 of the Banks or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the Placing Shares, the Bonds, the Placing, the Convertible Bond Offering or the proposed acquisition by Helios Towers Bidco Limited ("Bidco"), Helios Towers, Ltd and an Omani entity acting as nominee of Bidco of the entire issued share capital of a to be incorporated holding company (the "Target") from Oman Telecommunications Company (S.A.O.G) ("Omantel"), which is conditional on the transfer of the passive tower infrastructure assets representing 2,890 sites (which will be transferred with certain business assets, contracts, liabilities and employees) (the "Target Assets") to the Target as a condition under the Acquisition Agreement (as defined below) (the "Acquisition"), and any liability therefore is expressly disclaimed. No reliance may be placed by any person for any purpose on the information contained in this Announcement, which is subject to change, or its accuracy, fairness or completeness.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing, or the Convertible Bond Offering or the Retail Offer. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement (if applicable) of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Placing Shares and the Bonds will be made pursuant to an exemption under the UK Prospectus Regulation or the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended (the "FSMA") does not apply.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the main market for listed securities of the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

Members of the public are not eligible to take part in the Placing or the Convertible Bond Offering. No public offering of securities will be made in connection with the Placing or the Convertible Bond Offering in the United Kingdom, the United States, Canada, Australia, Japan, the Republic of South Africa or elsewhere.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares and the Bonds have been subject to a product approval process, which has determined that: (A) the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels; and (B) the Bonds are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels to professional clients and eligible counterparties (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks, in their capacities as joint bookrunners, will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Placing Shares or the Bonds. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and/or the Bonds and determining appropriate distribution channels.

 

 

Appendix 1

Terms and Conditions of the Placing for invited placees only

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING EXCEPT AS DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF THE PLACING". THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979), as it forms part of the law of the UK by virtue of the European Union (Withdrawal) Act 2018 (THE "UK PROSPECTUS REGULATION")WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (B) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979) (THE "PROSPECTUS REGULATION"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED KINGDOM, THE UNITED STATES, ANY RESTRICTED TERRITORY OR ELSEWHERE.

Unless otherwise stated, capitalised terms in this Appendix 1 have the meanings ascribed to them in Appendix 2.

This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, any Restricted Territory (as defined below) or in any jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the Placing in the United Kingdom, the United States, any Restricted Territory or elsewhere.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, the Republic of South Africa or Japan (each a "Restricted Territory") or in any jurisdiction in which such publication or distribution is unlawful. The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Merrill Lynch International ("BofA Securities"), Jefferies International Limited ("Jefferies"), Citigroup Global Markets Limited ("Citi") or Numis Securities Limited ("Numis" and together with BofA Securities, Jefferies and Citi, the "Banks") or any of their respective affiliates, agents, directors, officers or employees which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offense in the United States.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

This Announcement has been issued by, and is the sole responsibility of, the Company. 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 the Banks or any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

Each of the Banks is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

None of the Company or the Banks or their respective affiliates, agents, directors, officers or employees makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

(a)        it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b)        it is and, at the time the Placing Shares are acquired, will be either (a)(i) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (ii) is acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ("Regulation S"); or (b) a "qualified institutional buyer" as defined in Rule 144A ("Rule 144A") under the Securities Act (a "QIB") who has executed an investor representation letter in the form provided to it and delivered the same to the relevant Bank (in its capacity as joint bookrunner and as placing agent of the Company in respect of the Placing);

(c)        if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make and does make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

(d)        if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the United Kingdom to Relevant Persons or in a member state of the EEA to Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale; and

(e)        the Company and each of the Banks will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

No representation is made by any of the Banks to any Placees regarding an investment in the Placing Shares.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Bookbuild

Following this Announcement, the Banks will commence a bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Details of the Placing Agreement and of the Placing Shares

The Banks are acting as joint bookrunners in connection with the Placing. The Banks have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Banks (as agents for and on behalf of the Company) will agree to use reasonable endeavours to procure Placees for the Placing Shares in such number and at a price to be determined following completion of the Bookbuild in accordance with the Placing Agreement, and to underwrite the settlement of the Placing Shares in such number and at such price to the extent set out in the Terms of Placing (as defined below).

The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided following completion of the Bookbuild and the execution of the terms of placing by the Company and the Banks (the "Terms of Placing"). The timing of the closing of the book, pricing and allocations are at the absolute discretion of the Company and the Banks. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after completion of the Bookbuild.

The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.

Application for admission to trading

The Company will apply to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its Main Market for listed securities ("Admission"). It is expected that Admission will become effective at or around 8.00 a.m. on 18 June 2021 (or such later date as may be agreed between the Company, BofA Securities, Jefferies and Citi (BofA Securities, Jefferies and Citi together, the "Joint Global Co-ordinators")) and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.         The Banks are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by the Banks. Each of the Banks and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

2.         The Bookbuild, if successful, will establish the Placing Price payable to the Banks by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Company and the Banks following completion of the Bookbuild. Any discount to the market price of the existing Ordinary Shares of the Company will be determined in accordance with the FCA's Listing Rules. The Placing Price will be announced on a Regulatory Information Service following the completion of the Bookbuild.

3.         To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at the relevant Bank. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company and the Banks or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph 6 below. Each of the Banks reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the relevant Banks' absolute discretion.

4.         The Bookbuild is expected to close no later than 9.00 p.m. (London time) on 15 June 2021 but may be closed earlier or later, at the absolute discretion of the Joint Global Co-ordinators. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

5.         Each prospective Placee's allocation will be agreed between the Banks and the Company and will be confirmed to prospective Placees orally by the relevant Bank as agent of the Company following the close of the Bookbuild, and a contract note will be dispatched as soon as possible thereafter. The terms and conditions set out in this Appendix will be deemed incorporated in that contract note. Subject to paragraph 8 below, the relevant Bank's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bank (as an agent of the Company) and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.

6.         Subject to paragraphs 3 and 4 above, the Banks will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as it may determine. The Banks may also, notwithstanding paragraphs 3 and 4 above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Banks.

7.         The allocation of Placing Shares to Placees located in the United States and the subscription for Placing Shares being offered under a relevant exemption from the registration requirements of the Securities Act shall be conditional on the execution by each Placee (and any person acting on such Placee's behalf) of an investor representation letter in a form provided to it, and delivery of the same to the relevant Bank (in its capacity as joint bookrunner and as placing agent of the Company in respect of the Placing).

8.         A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bank's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank, to pay it (or as it may direct) in cleared funds on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Each Placee's obligations will be owed to the relevant Bank.

9.         Except as required by law or regulation, no press release or other announcement will be made by any of the Banks or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

10.       Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

11.       All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

12.       By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Bank.

13.       To the fullest extent permissible by law, none of the Banks, the Company or any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing, the Placing Shares and/or the Acquisition. In particular, none of the Banks, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks, their respective affiliates and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Banks' obligations under the Placing Agreement are conditional on certain conditions, including:

(a)        the sale and purchase agreement dated 11 May 2021 in relation to the Acquisition (the "Acquisition Agreement") not having lapsed or been terminated or rescinded and no condition thereto having become incapable of satisfaction which has not otherwise been waived, in each case prior to Admission;

(b)        there having been no alteration, revision or amendment of any of the terms or conditions of the Acquisition Agreement (or any document entered into pursuant to or in connection with the Acquisition Agreement) or waiver, variation, compromise or release of any obligation under the Acquisition Agreement nor the grant of any time for performance or other indulgence to any party under the Acquisition Agreement, in each case prior to Admission and which in the opinion of the Joint Global Co-ordinators (acting in good faith) is material in the context of the Placing or the underwriting of the Placing Shares or Admission;

(c)        no Material Adverse Effect having occurred in the opinion of the Joint Global Co-ordinators (acting in good faith), whether or not foreseeable at the date of the Placing Agreement;

(d)        publication by the Company of this Announcement by no later than 7.00 a.m. on the date of the Placing Agreement (or such later time and date as the Company and the Joint Global Co-ordinators may agree);

(e)        the Terms of Placing having been executed and delivered by the Company and each of the Banks;

(f)        publication by the Company of the results of the Placing immediately following the execution of the Terms of Placing (the "Pricing Announcement");

(g)        each of the warranties on the part of the Company in the Placing Agreement being true, accurate and not misleading on the date of the Placing Agreement, the time of execution of the Terms of Placing and at Admission;

(h)        the Company having complied with all of the agreements and undertakings and satisfied or performed all of the conditions and obligations on its part to be performed or satisfied under the Placing Agreement on or before to Admission, save in each case for any non-compliance which in the opinion of the Joint Global Co-ordinators (acting in good faith), is not material in the context of the Placing or the underwriting of the Placing Shares or Admission;

(i)         the Placing Shares having been allotted prior to Admission;

(j)         Admission having occurred by 8:00 a.m. (London time) on 18 June 2021 (or such later date as the Joint Global Co-ordinators may determine, and in any event not later than 8.00 a.m. on 22 June 2021); and

(k)        other than this Announcement, the announcement relating to the Acquisition (the "Acquisition Announcement") and the Pricing Announcement, no supplementary announcement being required to be published in connection with the Placing prior to Admission other than would not, in the good faith judgement of the Joint Global Co-ordinators, be expected to be adverse to the Placing.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or, where permitted, waived by the Joint Global Co-ordinators (for themselves and on behalf of the other Banks) by the time and/or date specified; or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Joint Global Co-ordinators may, acting in good faith but otherwise for whatever reason or on whatever basis that it considers to be practicable, appropriate or advisable to it, waive fulfilment of all or any of the conditions (other than the conditions in relation to publication of the Pricing Announcement, the allotment of the Placing Shares and to Admission taking place) or extend the time provided for fulfilment of any such conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Banks shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks.

By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Termination of the Placing Agreement

The Joint Global Co-ordinators (for themselves and on behalf of the other Banks) may, by notice to the Company given at any time prior to the Closing Date, terminate the Placing Agreement in certain circumstances, including, inter alia, if: (i) there has been a breach by the Company of any of the representations or warranties, or any failure by the Company to perform any of the undertakings or agreements contained in the Placing Agreement, save to an extent that is not, in the opinion of the Joint Global Co-ordinators (acting in good faith) material in the context of the Placing or the underwriting of the Placing Shares or Admission; (ii) it comes to the notice of the Banks that any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Placing or the Acquisition is or has become untrue, incorrect or misleading or any matter has arisen, which would, if the Placing were made at that time, constitute an omission from the documents or announcements issued or published by or on behalf of the Company in connection with the Placing or the Acquisition or an omission from or misleading inaccuracy in the publicly available information made public by the Company and/or issued by the Company through a Regulatory Information Service, or any of them, and which the Joint Global Co-ordinators consider (acting in good faith) to be material in the context of the Placing or the underwriting of the Placing Shares or Admission; (iii) in the opinion of the Joint Global Co-ordinators (acting in good faith), there has been a Material Adverse Effect (whether or not foreseeable at the date of the Placing Agreement); (iv) there has occurred (a) any material adverse change in the financial markets in the United States, member states of the EEA, the United Kingdom (each, a "Relevant Jurisdiction") or in the international financial markets, (b) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (c) any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates, in each case the effect of which (either singly or together with any other event referred to in sub-paragraphs (v), (vi), (vii) or (viii) herein) is such as to make it, in the judgement of the Joint Global Co-ordinators (acting in good faith), impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; (v) the application for Admission is withdrawn, or trading in any shares of the Company has been suspended or limited by the FCA or the London Stock Exchange, or if trading generally on the London Stock Exchange, the New York Stock Exchange or in the NASDAQ System has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the regulatory authorities of the United States, the United Kingdom or any other governmental or self-regulatory authority, or a material disruption has occurred in commercial banking or shares settlement or clearance services in the United Kingdom, the United States or in Europe, in each case the effect of which (either singly or together with any other event referred to in sub-paragraphs (v), (vi), (vii) or (viii) herein) is such as to make it, in the judgement of the Joint Global Co-ordinators (acting in good faith), impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; (vi) if a banking moratorium has been declared by the authorities of any of the United Kingdom, the United States, the State of New York or any other Relevant Jurisdiction among other things, which would make it, in the judgement of the Joint Global Co-ordinators (acting in good faith), impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or (vii) if there has occurred an actual or publicly announced adverse change in United Kingdom or United States taxation affecting the Ordinary Shares or the transfer thereof or exchange controls have been imposed by the United States, the United Kingdom or a member state of the EEA.

Upon such notice of termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Joint Global Co-ordinators of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Global Co-ordinators and that the Joint Global Co-ordinators need not make any reference to, or consultation with, Placees and that, to the fullest extent permitted by law, none of the Banks nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees whatsoever in connection with any such exercise.

No prospectus

No offering document, prospectus, prospectus "equivalent" document or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange (or any other stock exchange) in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement (including this Appendix), and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and the publicly available information released by or on behalf of the Company or Omantel is exclusively the responsibility of the Company or Omantel, respectively, and confirms to each of the Banks and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or Omantel (other than publicly available information) or any of the Banks or their respective Affiliates (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the contract note referred to below) or any other person and none of the Banks or the Company, or any of their respective Affiliates or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and the assets being acquired pursuant to the Acquisition in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.

Lock-up

The Company has undertaken to the Banks that, between the date of the Placing Agreement and 90 calendar days after the Closing Date, neither it nor any person controlled by the Company, nor any person acting on the Company's behalf, will, directly or indirectly, without the prior written consent of the Joint Global Co-ordinators enter into certain transactions involving or relating to securities of the same class as the Placing Shares or any securities convertible into or exchangeable for securities of the same class as the Placing Shares or other instruments representing interests in securities of the same class as the Placing Shares or enter into any swap or other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Ordinary Shares, subject to certain carve-outs agreed between the Banks and the Company and waiver by the Joint Global Co-ordinators.

By participating in the Placing, Placees agree that the exercise by the Joint Global Co-ordinators of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Global Co-ordinators and that it need not make any reference to, or consultation with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BJVQC708) following Admission will take place within the relevant system administered by Euroclear UK & Ireland Limited ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Banks and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form or by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Banks and settlement instructions. It is expected that such contract note will be despatched on or around 16 June 2021 and that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Bank.

The Company will deliver the Placing Shares to a CREST account operated by BofA Securities as agent for the Company and BofA Securities will enter its delivery (DEL) instruction into the CREST system. BofA Securities will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 18 June 2021 on a T+2 basis in accordance with the instructions given to the relevant Bank.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the relevant Bank.

Each Placee agrees that, if it does not comply with these obligations, the relevant Bank may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant Bank's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax which may arise upon the sale of such Placing Shares on such Placee's behalf (together with any interest or penalties relating thereto).

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee, such Placing Shares should, save as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Banks nor the Company shall be responsible for the payment thereof.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Banks (in its capacity as joint bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:

1.         that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2.         that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3.         (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Company's Ordinary Shares are admitted to trading on the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively and together with the information referred to in (i) above, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty; and (iii) it has had access to such Exchange Information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has relied on that investigation for the purposes of its decision to participate in the Placing;

4.         that none of the Banks, nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested any of the Banks, the Company, or any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;

5.         unless otherwise specifically agreed with the Banks, that it is not, and at the time the Placing Shares are acquired by it, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

6.         that the content of this Announcement is exclusively the responsibility of the Company and that none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company or Omantel, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, the announcement relating to the Acquisition, or any information previously published by or on behalf of the Company, Omantel or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Banks, the Company or Omantel and none of the Banks nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and the assets being acquired pursuant to the Acquisition in deciding to participate in the Placing and that none of the Banks nor any of their respective Affiliates have made any representations to it, express or implied, with respect to the Company or Omantel, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraud or fraudulent misrepresentation made by that person;

7.         that it has not relied on any information relating to the Company contained in any research reports prepared by the Banks, any of their respective Affiliates or any person acting on its or their behalf and understands that (i) none of the Banks nor their respective Affiliates nor any person acting on its or their behalf has or shall have any liability for public information or any representation; (ii) none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Banks nor any of their respective Affiliates nor any person acting on its or their behalf accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information (or whether any information has been omitted), whether at the date of publication, the date of this Announcement or otherwise;

8.         that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services), that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

9.         that no action has been or will be taken by any of the Company, the Banks or any person acting on behalf of the Company or any of the Banks that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

10.       that it and any person acting on its behalf is entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in any of the Banks, the Company or any of their respective Affiliates, agents, directors, officers or employees being in breach of the legal and/or regulatory requirements of any jurisdiction in connection with the Placing;

11.       that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

12.       that it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Banks have not received such satisfactory evidence, it may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Banks will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

13.       that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Banks and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

14.       it will not acquire or subscribe for, or procure the acquisition or subscription of, any new Shares offered by the Company on or about the date hereof on the PrimaryBid platform;

15.       if in the United Kingdom: (a) that it is a qualified investor (as defined in the Prospectus Regulation (Regulation (EU) 2017/1129, as it forms part of the law of the UK by virtue of the European Union (Withdrawal) Act 2018), (i) who falls within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise lawfully be communicated; and (b) to the extent applicable, that any funds on behalf of which it is acquiring Placing Shares are Relevant Persons, and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

16.       if in a member state of the EEA and except as disclosed in this Announcement under "Details of the Placing", that it is a "Qualified Investor" (as defined in the Prospectus Regulation (Regulation (EU) 2017/1129) and, to the extent applicable, that any funds on behalf of which it is acquiring Placing Shares that are in a member state of the EEA are each such a Qualified Investor;

17.       that it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

18.       where it is acquiring the Placing Shares for one or more managed accounts, that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

19.       if it is a pension fund or investment company, that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

20.       if it is acting as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired for with a view to their offer or resale to, persons in the United Kingdom other than Relevant Persons or persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale or where Placing Shares will be acquired by it on behalf of persons in the United Kingdom other than Relevant Persons or persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares will not be treated under the Prospectus Regulation as having been made to such persons;

21.       that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

22.       that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

23.       that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not apply and where approval of the communication by an authorised person is not required and agrees that this Announcement has not been approved by any Bank in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

24.       that it has complied and will comply with all applicable laws (including, without limitation, all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;

25.       if it has received any inside sensitive information about the Company in advance of the Placing, that it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the MAR, prior to the information being made publicly available;

26.       that: (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Banks, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

27.       that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Banks may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and will be required to bear any stamp duty or stamp duty reserve tax due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf (together with any interest or penalties relating thereto);

28.       that its allocation (if any) of Placing Shares will represent the maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Banks or the Company may call upon it to acquire a lower number of Placing Shares, but in no event in aggregate more than the aforementioned maximum;

29.       that none of Banks, nor any of their respective Affiliates nor any person acting on its or their behalf, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any of the Banks and that the Banks do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

30.       that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Banks nor the Company nor any of their respective Affiliates (or any person acting on their behalf) will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes resulting from a failure to observe this requirement (nor any interest or penalties relating thereto). Each Placee and any person acting on behalf of such Placee agrees to indemnify and hold harmless each of the Banks, the Company and any of their respective Affiliates (and any person acting on their behalf) in respect of the same on an after-tax basis;

31.       that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any of the Banks or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

32.       that each of the Banks, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each of the Banks on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Banks and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

33.       that it will indemnify on an after-tax basis and hold each of the Banks, the Company and their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

34.       that it irrevocably appoints any director of the Banks as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

35.       that its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placing;

36.       that in making any decision to acquire the Placing Shares, it confirms that (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares; (ii) it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination and due diligence of the Company and its Associates taken as a whole, including the markets in which the Group and the assets being acquired in the Acquisition operate, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Banks; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation; and (v) it will not look to the Company, the Banks, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

37.       that none of the Banks nor the Company owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

38.       that it may not rely on any investigation that any Bank or any person acting on behalf of any Bank may or may not have conducted with respect to the Company and its Affiliates, the assets being acquired in the Acquisition, or the Placing and each of the Banks has not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates and the assets being acquired in the Acquisition, or as to any other matter relating thereto, that nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares, and that no information has been prepared by, or is the responsibility of, the Banks for the purposes of this Placing;

39.       that it will not hold any Bank or any of such Bank's Affiliates or any person acting on its or their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or Omantel or information made available (whether in written, oral or in a visual or electronic form, and howsoever transmitted or made available) relating to the Group or the assets being acquired in the Acquisition (the "Information") and that none of the Banks nor any person acting on behalf of any Bank makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

40.       that, in connection with the Placing, the Banks and any of their respective Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase, sell, offer to sell for its or their own accounts such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offering, subscription, placement of or dealing in such shares in the Company to any Bank and any of such Bank's Affiliates acting in such capacity. In addition, the Banks may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Banks and any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Banks nor any of their respective Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

41.       that: (i) the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; (ii) the Placing Shares may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and (iii) the Placing Shares may only be reoffered, resold, pledged or otherwise transferred in transactions exempt from, or not subject to, the registration requirements of the Securities Act and no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

42.       that, unless it is a QIB in the United States to which the Placing Shares will be offered on a private placement basis and which will execute an investor representation letter in a form provided to it and deliver the same to the relevant Bank (in its capacity as joint bookrunner and as placing agent of the Company in respect of the Placing): (i) each of it and each beneficial owner of the Placing Shares for whom it is acting is, and at the time the Placing Shares are acquired will be, located outside the United States, is and will be acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S, and is not acquiring any of the Placing Shares as a result of any form of directed selling efforts (as defined in Regulation S); and (ii) it will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" in accordance with Regulation S or in the United States pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

43.       that, if it is resident in Canada:

a.   it understands that the offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec (the "Canadian Private Placement Provinces") on a basis  exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada and as such, any resale of the Sale Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws;

b.   it is resident in one of the Canadian Private Placement Provinces;

c.   it purchasing the Placing Shares as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution;

d.   it is not an individual;

e.   it is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario), as applicable;

f.    it is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

g.   it has not received any offering memorandum (as such term is defined under Canadian securities law) from any party in respect of this offering or the Placing Shares;

h.   it understand that any resale of the Placing Shares acquired by it in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority and that these resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada; and

i.    if it is purchasing the shares from or through Jefferies, it is hereby notified for the purposes of the international dealer exemption that is available to broker-dealers registered in a foreign jurisdiction pursuant to section 8.18(2) of NI 31-103 that:

i.   Jefferies is not registered as a securities dealer in any province or territory of Canada;

ii.  Jefferies' head office and principal place of business is located in London, UK;

iii.  all or substantially all of the assets of Jefferies may be situated outside of Canada;

iv. there may be difficulty enforcing legal rights against Jefferies because of the above;

v.  Jefferies' agents for service of legal proceedings in the relevant Canadian Private Placement Provinces are:

Ontario Cartan Limited Suite 5300 Toronto Dominion Bank Tower Toronto, ON   M5K 1E6 Attn:  Andrew Parker	Québec McCarthy Tétrault LLP Bureau 2500 1000, rue De La Gauchetière Ouest  Montréal, QC   H3B 0A2 Attn:  Sonia J. Struthers
Alberta McCarthy Tétrault LLP Suite 4000 421 - 7th Avenue SW Calgary, AB   T2P 4K9 Attn: John S. Osler	British Columbia McCarthy Tétrault LLP Suite 2400 745 Thurlow Street Vancouver  BC   V6E 0C5 Attn: Robin Mahood
Manitoba MLT Aikins LLP 30th Floor Commodity Exchange Tower 360 Main Street Winnipeg  MB   R3C 4G1 Attn: Richard L. Yaffe

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Banks (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on its or their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that none of the Banks nor the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to the allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company of the Placing Shares in question. Neither the Company nor any of the Banks will be responsible for any UK stamp duty or UK stamp duty reserve tax (nor for any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Additional representations and warranties from U.S. Placees

In addition to the foregoing, by participating in the Placing, each Placee (and any person acting on such Placee's behalf) who is located in the United States and subscribing for Placing Shares being offered under a relevant exemption from the registration requirements of the Securities Act must execute an investor representation letter in a form provided to it, pursuant to which it irrevocably makes the acknowledgements, confirmations, undertakings, representations, warranties and agreements (as the case may be and together, the "U.S. Placee Warranties") set out therein to each of the Banks (in its capacity as joint bookrunner and as placing agent of the Company in respect of the Placing), in each case as a fundamental term of its application for Placing Shares, including, inter alia, U.S. Placee Warranties substantially to the following effect:

44.       that it is a QIB within the meaning of Rule 144A;

45.       that it understands and acknowledges that the Placing Shares are being offered and sold to it in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering of securities in the United States or another available exemption and that the Placing Shares have not been, and will not be, registered under the Securities Act or with any state or other jurisdiction of the United States, that the sellers of the Placing Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder;

46.       that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred by it except (i) outside the United States in an offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S; (ii) in the United States to a person whom the seller reasonably believes is a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, pursuant to Rule 144A; (iii) pursuant to Rule 144 under the Securities Act (if available); (iv) to the Company; (v) pursuant to an effective registration statement under the Securities Act; or (vi) pursuant to another available exemption, if any, from registration under the Securities Act, in each case in compliance with all applicable laws;

47.       that it understands and agrees that (i) the Placing Shares are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act and that for so long as the Placing Shares are "restricted securities" (within the meaning of Rule 144(a)(3) under the Securities Act), it will segregate such Placing Shares from any other shares that it holds that are not restricted securities, shall not deposit such shares in any depositary facility established or maintained by a depositary bank and will only transfer such Placing Shares in accordance with applicable restrictions on transfer;

48.       that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;

49.       that if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each such account; and

50.       that it is acquiring such Placing Shares for its own account (or the account of a QIB as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. None of the Banks nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise: (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares); or (ii) on a sale of Placing Shares; or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue, transfer or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each of the Banks and/or the Company and their respective Affiliates and any person acting on its or their behalf harmless from any such transfer taxes (including any interest  or penalties relating thereto).  Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any of the Banks or their respective affiliates, agents, directors, officers and/or employees pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that any of the Banks or any of their respective Affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each of the Banks is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any of the Banks, any money held in an account with any of the Banks on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Banks' money in accordance with the client money rules and will be used by each of the Banks in the course of its own business; and the Placee will rank only as a general creditor of the relevant Bank.

All times and dates in this Announcement may be subject to amendment by agreement between the Joint Global Co-ordinators and the Company (in their absolute discretion). The relevant Bank shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Banks and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to the Banks:

(a)        if he or she is an individual, his or her nationality; or

(b)        if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

 

 

Appendix 2

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

Acquisition		means the proposed acquisition by Bidco of the entire issued share capital of the Target pursuant to and in accordance with the terms of the Acquisition Agreement, which is conditional on the completion of the transfer of the Target Assets to the Target;
Acquisition Agreement		means the sale and purchase agreement dated 11 May 2021 in relation to the acquisition by Bidco of the entire issued share capital of the Target;
Acquisition Announcement		means the announcement published on 11 May 2021 giving details of the Acquisition, and any other announcement relating to the Acquisition, the issue of which is authorised by the Company;
Admission		means the admission of the Placing Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities;
Affiliate		means (except as otherwise provided in this Announcement) (a) in respect of any of the Banks, its subsidiaries, branches, associated companies and holding companies and the subsidiaries of such holding companies, branches, associated companies and subsidiaries, and (b) in respect of the Company, as defined in Rule 405 under the Securities Act;
Announcement		means this announcement (including its appendices);
Banks		means BofA Securities, Jefferies, Citi and Numis;
Bidco		means Helios Towers Bidco Limited;
BofA Securities		means Merrill Lynch International;
Bond Issuer		means HTA Group, Ltd.;
Bonds		has the meaning in paragraph 4 of this Announcement;
Bookbuild		means the bookbuilding process to be commenced by the Banks immediately following release of this Announcement to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement;
Canadian Private Placement Provinces		means the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec
Citi		means Citigroup Global Markets Limited
Closing Date		means the day on which the transactions effected in connection with the Placing Agreement will be settled;
Company		means Helios Towers plc;
Convertible Bond Offering		has the meaning in paragraph 4 of this Announcement;
CREST		means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755));
Disclosure Guidance and Transparency Rules		means (a) the disclosure requirements under Articles 17, 18 and 19 of the MAR, and (b) the transparency rules of the FCA published under section 73A(1) and 89A of the FSMA and forming part of the FCA Handbook;
Enlarged Group		means the Group as enlarged by the Target and the Target Assets following the Acquisition;
Euroclear		means Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;
EUWA		means the European Union (Withdrawal) Act 2018
FCA or Financial Conduct Authority		means the UK Financial Conduct Authority, acting in its capacity as competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of the FSMA, including, where the context so permits, any committee, employee, officer or servant to whom any function of the FCA may for the time being be delegated;
FSMA		means the Financial Services and Markets Act 2000, including any regulations made pursuant thereto;
Guarantors		means the Company, Helios Towers, Ltd, HTA Holdings, Ltd, HT Congo Brazzaville Holdco Limited, HT Holdings Tanzania Ltd., Helios Towers DRC SARL, HT DRC Infraco SARL, Helios Towers Congo Brazzaville SASU, HTT Infraco Limited, Helios Towers Ghana Limited, HTG Managed Services Limited, Towers NL Coöperatief U.A., McTam International 1 B.V. and McRory Investment B.V.
Group		means the Company and each of its subsidiaries and subsidiary undertakings including, where the context requires, any one or more such companies;
Jefferies		means Jefferies International Limited
Joint Global Co-ordinators		means BofA Securities, Jefferies and Citi;
Listing Rules		means the listing rules of the FCA published under section 73A(2) of the FSMA and forming part of the FCA Handbook;
LSE or London Stock Exchange		means London Stock Exchange plc;
MAR		means the Market Abuse Regulation (EU) No.596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, including the delegated acts, implementing acts, technical standards and guidelines under the Market Abuse Regulation;
Material Adverse Effect		means a material adverse change, or an event reasonably likely to result in a material adverse change, in or affecting the condition (financial, operational, legal or otherwise) or in the earnings, management, business affairs, business prospects or financial prospects of the Group taken as a whole or, following completion of the Acquisition, the Enlarged Group, in each case, whether or not arising in the ordinary course of business;
MiFID II		means Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments;
Numis		means Numis Securities Limited
Omantel		means Oman Telecommunications Company (S.A.O.G);
Ordinary Share		means an ordinary share of one penny each in the capital of the Company;
Placee		means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given;
Placing		has the meaning given in paragraph 1 of this Announcement;
Placing Agreement		has the meaning given to it in Appendix 1 to this Announcement;
Placing Price		means the price per Placing Share, if any, as may be agreed between the Banks and the Company, and as may be specified in the executed Terms of Placing;
Placing Shares		has the meaning given in paragraph 1 of this Announcement;
PRA or Prudential Regulation Authority		means the UK Prudential Regulation Authority;
Press Announcements		means this announcement, the Acquisition Announcement and the Pricing Announcement;
Pricing Announcement		means the announcement in the agreed form to be published by the Company following execution of the Terms of Placing by all of the parties thereto and giving details of the Placing Price;
PRIIPs Regulation		means Regulation (EU) No 1286/2014 (as amended);
Prospectus Regulation		means the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission delegated Regulation (EU) 2019/980 and Commission delegated Regulation (EU) 2019/979);
QIB		means a "qualified institutional buyer" within the meaning of Rule 144A;
Regulation S		means Regulation S promulgated under the Securities Act;
Regulatory Information Service		means an information service that is approved by the FCA and on the FCA's list of Registered Information Services;
Relevant Jurisdiction		means each of the United States, the member states of the EEA and the United Kingdom;
Restricted Territory		means the United States, Australia, Canada, the Republic of South Africa or Japan;
Rule 144A		means Rule 144A under the Securities Act;
Securities		means the Bonds or the Ordinary Shares to be issued or transferred and delivered upon conversion of the Bonds and notionally underlying the Bonds;
Securities Act		means the U.S. Securities Act of 1933, as amended;
subsidiary		has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking		has the meaning given to that term in the Companies Act 2006;
Target		means a to be incorporated holding company to which the Target Assets will be transferred as a condition under the Acquisition Agreement;
Target Assets		means the passive tower infrastructure assets representing 2,890 sites (which will be transferred with the related business assets, contracts, liabilities and certain employees) to be acquired pursuant to the Acquisition;
Terms and Conditions		means the terms and conditions of the Placing set out in Appendix 1 to this Announcement;
Terms of Placing		has the meaning given to it in Appendix 1 to this Announcement;
UK Market Abuse Regulation		means the Onshored Regulation (EU) No 596/2014
UK PRIIPs Regulation		means Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018;
UK Prospectus Regulation		means the Onshored Prospectus Regulation (EU) 2017/1129, Onshored Delegated Regulation (EU) 2019/980 and Onshored Delegated Regulation (EU) 2019/979;
uncertificated or in uncertificated form		means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;
United Kingdom or UK		means the United Kingdom of Great Britain and Northern Ireland; and
United States or U.S.		means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia.

Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "pence" and "penny" are to the lawful currency of the UK.  All references to "US$", "$" or "dollars" are to the lawful currency of the United States of America.