HELIOS TOWERS ANNOUNCES OFFER TO PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING 7.000% SENIOR NOTES DUE 2025

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 ANY JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

LONDON, May 20, 2024 /PRNewswire/ -- HTA Group, Ltd (the "Offeror"), an indirect wholly owned subsidiary of Helios Towers plc (the "Company"), announces the launch of its offer to purchase for cash any and all of the 7.000% Senior Notes due 2025 issued by the Offeror (the "Notes"), upon the terms and subject to the conditions set forth in the offer to purchase dated May 20, 2024 (the "Offer to Purchase"), including, but not limited to, the Financing Condition (as defined below) (the "Tender Offer"). Capitalized terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase, which is available, subject to eligibility and registration, on the tender offer website (the "Tender Offer Website"): https://projects.morrowsodali.com/HTA.

Summary of the Tender Offer

In addition to the Purchase Price, all holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes, rounded to the nearest U.S.$0.01, with half a cent rounded upwards, per U.S.$1,000 principal amount of Notes, from and including the last interest payment date up to, but not including, the Settlement Date (the "Accrued Interest").

Concurrently with the announcement of the Tender Offer, the Offeror announced an offering of new U.S. dollar-denominated senior notes (the "New Notes"), subject to market conditions (the "New Notes Offering"). Subject to the successful closing of the New Notes Offering, a portion of the proceeds from the New Notes Offering is expected to fund the Tender Offer. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any New Notes. No assurances can be given that the Offeror will complete the New Notes Offering. The Tender Offer is conditioned upon, among other things, the successful completion (in the sole determination of the Offeror) of the New Notes Offering (the "Financing Condition").

Following completion of the Tender Offer and provided the Financing Condition is met, the Offeror intends to redeem any remaining outstanding Notes pursuant to the terms of the indenture governing the Notes dated June 18, 2020 (as amended or supplemented, the "Indenture"). It is expected that such redemption would be completed on June 18, 2024, and would be at a price equal to 100% of the principal amount of each Note redeemed, plus accrued and unpaid interest (if any) to the applicable date of redemption. Nothing in this announcement constitutes a redemption notice.

When considering any potential allocation of New Notes, the Offeror intends, but is not obliged, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to the Offeror or the Dealer Managers their firm intention to tender Notes in the Tender Offer. See the Offer to Purchase for further details. 

Significant Dates and Times

Subject to applicable law and the terms and conditions of the Offer to Purchase, the Offeror may terminate the Tender Offer, waive any or all of the conditions of the Tender Offer prior to the Expiration Deadline, extend the Expiration Deadline or amend the terms of the Tender Offer.

The Offeror has retained Merrill Lynch International, J.P. Morgan Securities plc, The Standard Bank of South Africa Limited and Standard Chartered Bank to act as the Dealer Managers for the Tender Offer and Morrow Sodali Limited to act as Information and Tender Agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to Morrow Sodali Limited at +852 2319 4130 (Hong Kong), +44 20 4513 6933 (Europe), +1 203 609 4910 (U.S.) or by email to [email protected]. Questions regarding the Tender Offer may be directed to J.P. Morgan Securities plc by email to [email protected]; Merrill Lynch International at +44 20 7996 5420 (Europe) or +1 (888) 292-0070 (U.S. Toll Free) or by email to [email protected]; the Standard Bank of South Africa Limited by email to [email protected] or Standard Chartered Bank at +44 20 7885 5739 (Europe) or +1 212 667-0351 (U.S.) or by email to [email protected].

The New Notes and the guarantees in respect thereof have not been and will not be registered under the United States Securities Act of 1933. The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

SOURCE HTA Group, Ltd.

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