Citigroup Global Markets Limited Equity Placing in Helios Towers PLC (9356F)
20 November 2020 - 4:13AM
UK Regulatory
TIDMHTWS
RNS Number : 9356F
Citigroup Global Markets Limited
19 November 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.
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:
Citigroup Global Markets Limited
Ken Robins
Gulfraz Qayyum
Chuba Ezenwa
Mihir Unadkat +44 (0) 20 7500 5000
J.P. Morgan
Fred Turpin
Fred Turpin
Barry Meyers
Will Holyoak +44 (0) 20 7742 4000
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.
This information is provided by RNS, the news service of the
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END
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