Helios Towers PLC Helios Towers announces Launch of Offer (4487Y)
September 09 2020 - 02:02AM
UK Regulatory
TIDMHTWS
RNS Number : 4487Y
Helios Towers PLC
09 September 2020
This announcement contains inside information for the purpose of
Article 7 of the Market Abuse Regulation (EU) 596/2014
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE "U.S.
SECURITIES ACT")) IN OR INTO ANY OTHER JURISDICTION OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH
DISTRIBUTION IS UNLAWFUL
HELIOS TOWERS ANNOUNCES LAUNCH OF OFFER OF U.S.$200 MILLION
AGGREGATE PRINCIPAL AMOUNT OF ADDITIONAL SENIOR NOTES DUE 2025
September 9, 2020 - HTA Group, Ltd., an indirect wholly owned
subsidiary of Helios Towers plc (the "Company"), announces the
launch of its offering of U.S.$200 million of aggregate principal
amount of its existing 7.00% senior notes due 2025, guaranteed on a
senior basis by the Company and certain of its direct and indirect
subsidiaries (the "Notes").
The proceeds of the offering, if completed, will be used (i) for
general corporate purposes, which may include acquisitions such as
the recently announced agreement to acquire the passive
infrastructure assets from Free
Senegal, and (ii) to pay certain fees and expenses in relation to the offering.
* * * * *
This announcement is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy the Notes, nor shall it constitute an offer, solicitation or
sale in any jurisdiction in which, or to any person to whom, such
offer, solicitation or sale would be unlawful. The Notes and the
guarantees in respect thereof have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction. Securities may not be offered in the United
States absent registration or an exemption from registration.
Accordingly, the Notes are being offered and sold only to
"qualified institutional buyers" as defined in and in reliance on
Rule 144A under the Securities Act and outside the United States to
non-U.S. persons as defined in, and in accordance with, Regulation
S under the Securities Act. No action has been or will be taken in
any jurisdiction in relation to the Notes to permit a public
offering of securities. There is no assurance that any Notes
offering will be completed or, if completed, as to the terms on
which it is completed.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA") or the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II") or (ii) a customer within the
meaning of Directive 2016/97/EU (as amended), where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or the United
Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in
the EEA or the United Kingdom may be unlawful under the PRIIPS
Regulation.
FCA/ICMA Stabilisation
MiFID II professionals/ECPs-only - Manufacturer target market
(MIFID II product governance) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs
key information document (KID) has been prepared as not available
to retail in EEA or the United Kingdom.
This announcement is being distributed to, and is directed at,
only persons who (i) are outside the United Kingdom; (ii) have
professional experience in matters relating to investments and who
qualify as investment professionals within the meaning of Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion
Order"), (iii) fall within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial
Promotion Order; or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended (the "FSMA") in connection with the issue or sale of any
Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as
"relevant persons"). The investments to which this announcement
relates are available only to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such
investments will be available only to or will be engaged in only
with, relevant persons. Any person who is not a relevant person
should not act or rely on this announcement or any of its contents.
Persons distributing this announcement must satisfy themselves that
it is lawful to do so.
The distribution of this announcement in certain jurisdictions
may be restricted by law and therefore persons in such
jurisdictions into which they are released, published or
distributed, should inform themselves about, and observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the laws of any such jurisdiction.
Forward-Looking Information
Certain statements included herein may constitute
forward-looking statements within the meaning of the securities
laws of certain jurisdictions. Certain such forward-looking
statements can be identified by the use of forward-looking
terminology such as "believes", "expects", "may", "are expected
to", "intends", "will", "will continue", "should", "would be",
"seeks", "anticipates" or similar expressions or the negative
thereof or other variations thereof or comparable terminology.
These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
announcement and include statements regarding the intentions,
beliefs or current expectations of the Company concerning, among
other things, the results in relation to operations, financial
condition, liquidity, prospects, growth and strategies of the
Company and the industry in which it operates. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future.
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END
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September 09, 2020 03:02 ET (07:02 GMT)
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