TIDMHTWS
RNS Number : 7404P
Jefferies International Limited.
11 June 2020
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.
IN SOUTH AFRICA, THIS ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO,
AND IS CAPABLE OF ACCEPTANCE ONLY BY, THOSE PERSONS OR ENTITIES WHO
FALL WITHIN ONE OF THE SPECIFIED CATEGORIES LISTED IN SECTION
96(1)(A) AND/OR (B) OF THE SOUTH AFRICAN COMPANIES ACT NO. 71 OF
2008. THIS ANNOUNCEMENT DOES NOT INCLUDE, OR CONSTITUTE THE
FURNISHING OF ANY "ADVICE" AS DEFINED IN SECTION 1(1) OF THE SOUTH
AFRICAN FINANCIAL ADVISORY AND INTERMEDIARY SERVICES ACT NO. 37 OF
2002.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
PRESS RELEASE, 11 June 2020
Result of secondary placing of shares in Helios Towers plc
Further to the announcement on 11 June 2020 in relation to a
proposed placing of ordinary shares in Helios Towers plc ("Helios
Towers" or the "Company"), by Millicom Holding B.V. ("Millicom"),
and International Finance Corporation ("IFC", collectively, the
"Selling Shareholders"), the Selling Shareholders have sold 40
million ordinary shares in the Company (the "Placing Shares") at a
price of 150 pence per share (the "Placing"). The Placing Shares
represent 4% of the Company's ordinary issued share capital (as at
the date of this announcement).
The Placing was conducted through an accelerated bookbuild. In
connection with the Placing, Jefferies International Limited
("Jefferies") acted as sole global coordinator and joint bookrunner
and The Standard Bank of South Africa Limited ("Standard Bank" and
together with Jefferies, the "Bookrunners") acted as joint
bookrunner.
Following the completion of the Placing, the interests of the
Selling Shareholders are as follows:
Selling Shareholder interests:
Selling Shareholder Percentage of Issued Percentage of Issued
Share Capital Immediately Share Capital Immediately
Prior to the Placing Following the Completion
of the Placing
Millicom Holding B.V. 16.15% 12.85%
--------------------------- ---------------------------
International Finance
Corporation 3.46% 2.76%
--------------------------- ---------------------------
The Selling Shareholders will be locked up in respect of their
residual holdings for 90 days, subject to customary exceptions
including waiver by Jefferies. The Principal Shareholders as
defined in the Company's IPO Prospectus (Quantum Strategic Partners
Ltd., Lath Holdings Ltd., ACM Africa Holdings, L.P., RIT Capital
Partners plc, and IFC African, Latin American and Caribbean Fund,
L.P.) are subject to the same lock-up as the Selling
Shareholders.
Helios Towers will not receive any proceeds from the
Placing.
Enquiries:
Jefferies International Limited +44 (0)20 7029 8000
Luca Erpici / Oliver Berwin / Aditi Venkatram
The Standard Bank of South Africa Limited +44 (0)20 3167 5000
Simon Matthews / Andrew Wagstaff
IMPORTANT NOTICE
The publication or distribution or release of this announcement
and the Placing of the Placing Shares as set out in this
announcement in certain jurisdictions may be restricted by law.
This announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. No action has been taken
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares 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, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
Members of the general public are not eligible to take part in
the Placing. This announcement and any offer of securities to which
it relates are only addressed to and directed at (1) in the United
Kingdom and in any member state of the European Economic Area,
persons who are qualified investors as defined in Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129) (the
"Prospectus Regulation") ("Qualified Investors"); and (2) in the
United Kingdom, Qualified Investors who (a) have professional
experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Market Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (b)
fall within article 49(2)(a) to (d) of the Order or (c) are persons
to whom an offer of the Placing Shares may otherwise lawfully be
made ("relevant persons"). The information regarding the Placing
set out in this announcement must not be acted on or relied on by
persons in the European Economic Area who are not Qualified
Investors or by persons in the United Kingdom who are not relevant
persons. Any investment or investment activity to which this
announcement relates is available in the European Economic Area
only to Qualified Investors and in the United Kingdom only to
relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form
part of any offer to buy, sell, issue, acquire or subscribe for, or
the solicitation of an offer to buy, sell, issue, acquire, or
subscribe for any securities in the United States, Australia,
Canada, Japan, South Africa or any other jurisdiction into which
such offer or solicitation would be unlawful.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act"), and 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 the securities
laws of any state or other jurisdiction of the United States.
No public offering of the securities referred to herein is being
made in the United Kingdom, the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction.
No prospectus or offering document has been or will be prepared
in connection with the Placing. The publicly available information
of the Company is not the responsibility of, and has not been
independently verified by, any of Selling Shareholders, the
Bookrunners, or any of their respective affiliates (as such term is
defined under Rule 501(b) of Regulation D of the Securities Act)
("Affiliate"). The information contained in this announcement is
for background purposes only and does not purport to be full or
complete.
In connection with the Placing, the Bookrunners or any of their
respective Affiliates may take up a portion of the Placing Shares
as a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such Placing Shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to the shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the
Bookrunners and any of their respective Affiliates acting as
investors for their own accounts. The Bookrunners do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, and Standard Bank,
which is regulated by the Prudential Authority and the Financial
Sector Conduct Authority in South Africa, are acting for the
Selling Shareholders in connection with the Placing and no-one else
and they will not be responsible to anyone other than the Selling
Shareholders for providing for providing advice in relation to the
Placing or any other matter referred to in this announcement.
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 Bookrunners 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, and any liability therefore is
expressly disclaimed.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in the Company's securities. The price of shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the shares. Past
performance is no guide to future performance and persons needing
advice should consult an independent financial advisor.
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
ROIDGGDLRXBDGGB
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