Helios Towers Regulatory News (HTWS)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Press Release, 19 November 2020

Proposed secondary placing of ordinary shares in Helios Towers plc

Millicom Holding B.V (the "Selling Shareholder") announces today its intention to sell approximately 48 million ordinary shares in the share capital of Helios Towers plc ("Helios Towers" or the "Company") (the "Placing Shares") through a co-ordinated placing to eligible institutional investors by way of an accelerated bookbuild (the "Placing"). The Placing Shares are expected to represent approximately 4.8% of Helios Tower's issued share capital.

The Placing is in accordance with the Shareholders' Agreement as set out in the Company's IPO Prospectus dated 15 October 2019.

The price per Placing Share will be determined by way of an accelerated bookbuild process to eligible institutional investors. The bookbuild process will commence with immediate effect following this announcement and may close at any time on short notice. A further announcement will be made following the completion of the bookbuild and pricing of the Placing.

The Selling Shareholder will be locked up in respect of its residual holdings until the earlier of 90 days post settlement of the Placing or the date of publication by the Company of its next annual results, subject to customary exceptions including waiver by each of Citigroup Global Markets Limited ("Citi") and J.P. Morgan Securities plc which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"). The remaining Principal Shareholders (as defined in the Company's IPO Prospectus), ACM Africa Holdings L.P. (a private investment vehicle managed by Albright Capital Management LLC), Lath Holdings Ltd. (a private investment vehicle managed by Helios Investment Partners LLC), Quantum Strategic Partners Ltd. (a private investment vehicle managed by Newlight Partners LLC), RIT Capital Partners plc and IFC African, Latin American and Caribbean Fund, L.P., are not selling shares in this transaction however, are expected to be subject to the same lock-up as the Selling Shareholder from settlement of the Placing.

Citi and J.P. Morgan Cazenove are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Placing.

Helios Towers will not receive any proceeds from the Placing.

Enquiries:

IMPORTANT NOTICE

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by the Selling Shareholder that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exemptions, the securities referred to herein are not being offered or sold in the United States (as defined in Regulation S under the Securities Act). Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In the United Kingdom and member states of the European Economic Area, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. 

In connection with any offering of the Placing Shares, Citi, J.P. Morgan Cazenove and any of their affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Each Citi and J.P. Morgan Cazenove, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting on behalf of the Selling Shareholder and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares. Neither Citi and J.P. Morgan Cazenove will regard any other person as its client in relation to the offering of the Placing Shares.