TIDMHTWS
RNS Number : 0021C
Helios Towers PLC
15 June 2021
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
15 June 2021
Helios Towers plc
PROPOSED PLACING OF NEW ORDINARY SHARES, RETAIL OFFER AND
CONCURRENT TAP ISSUANCE OF EXISTING CONVERTIBLE BONDS
Helios Towers plc ("Helios Towers" or the "Company" or, together
with its subsidiaries, the "Group"), today announces its intention
to raise gross proceeds of approximately US$100 million through a
non-pre-emptive placing of new ordinary shares of one penny each
(the "Placing Shares")(the "Placing").
In conjunction with the Placing, there will be an offer made by
the Company on the PrimaryBid platform of new ordinary shares of
one penny each in the capital of the Company (the "Retail Offer
Shares") at the Placing Price (as defined below) (the "Retail
Offer"), to provide certain retail investors with an opportunity to
participate in the Capital Raise (as defined below). A separate
announcement will be made shortly regarding the Retail Offer and
its terms.
The Placing Shares and the Retail Offer Shares will represent
less than 10% of the current issued share capital of the Company
and the Company intends to raise gross proceeds of approximately
US$100 million through the Placing and Retail Offer.
Concurrently with the Placing and Retail Offer, HTA Group, Ltd
(the "Bond Issuer"), a wholly owned subsidiary of the Company, is
also launching a tap issuance of approximately US$50 million of its
existing senior unsecured guaranteed convertible bonds due 2027,
guaranteed by the Company and certain of its subsidiaries (the
"Bonds") (the "Convertible Bond Offering", and together with the
Placing and Retail Offer, the "Capital Raise"). The Capital Raise
is intended to raise total gross proceeds of approximately US$150
million.
The Company intends to use the net proceeds of the Capital Raise
to further strengthen its balance sheet to fund the inorganic
element of the Group's growth strategy, targeting tower assets in
new and existing markets. This includes, but is not limited to, the
acquisitions of passive infrastructure assets from Airtel Africa
Group companies ("Airtel Africa") announced in March 2021 and from
Oman Telecommunications Company (S.A.O.G) ("Omantel") announced in
May 2021, as well as potential future M&A pipeline
opportunities that the Group is evaluating.
The Placing will be conducted through an accelerated bookbuild
which will be launched immediately following this announcement
(being, together with the Appendix hereto, the "Announcement") and
will be made available to new and existing eligible institutional
investors (the "Placing Bookbuild"). The Placing is subject to the
Terms and Conditions set out in the Appendix. The Retail Offer is
not made subject to the Terms and Conditions set out in the
Appendix to this Announcement and instead will be made on terms
outlined in the separate announcement to be made shortly regarding
the Retail Offer and its terms. The Convertible Bond Offering will
also be offered via an accelerated bookbuild which will be launched
immediately following this Announcement only to institutional
investors.
Merrill Lynch International ("BofA Securities"), Citigroup
Global Markets Limited ("Citi") and Jefferies International Limited
("Jefferies") are acting as Joint Global Coordinators in connection
with the Placing. Numis Securities Limited ("Numis") is acting as
Joint Bookrunner in connection with the Placing. BofA Securities,
Citi and Jefferies are acting as Joint Global Coordinators in
connection with the Convertible Bond Offering.
STJ Advisors is acting as independent financial advisor to the
Company in connection with the Capital Raise.
The final number of Placing Shares and Retail Offer Shares and
the price at which the Placing Shares and the Retail Offer Shares
are to be placed will be determined at the close of the Placing
Bookbuild and announced as soon as practicable thereafter. The
final terms of the Convertible Bond Offering are expected to be
announced at the end of the accelerated bookbuild. The Capital
Raise is being conducted utilising the Company's existing
authorisations to issue new shares.
Kash Pandya, Chief Executive Officer of Helios Towers, said:
"It has been a transformational start to 2021 for the Company.
We signed acquisition agreements that upon closing, increase our
operational presence to 11 markets and bring our site count close
to 15,000 towers, including the build-to-suit commitments from
customers.
Through these acquisitions, Helios Towers will become the most
geographically diversified tower company in Africa and the Middle
East and deliver on our five-year targets of 12,000+ towers and 8+
markets, well ahead of plan."
Recent Strategic Highlights
-- Transformational period for the Group, announcing
acquisitions in six new markets over the last 12 months, including
the recent acquisition announcement of 2,890 tower assets from
Omantel and agreements with Airtel Africa in respect of 2,227 tower
assets.
-- On 18 May 2021, Helios Towers closed the acquisition of Free
Senegal's passive infrastructure assets, adding approximately 1,200
sites to its portfolio.
-- On completion these acquisitions increase pro forma Group
tower count to c.15,000 - doubling since IPO and exceeding the
Group's 2025 vision targets well in advance.
-- The acquisitions provide geographic and customer
diversification, making Helios Towers the most geographically
diverse tower company in the Middle East and Africa, with a strong
tier 1 mobile network operator ("MNO") customer base.
-- Each of the new markets is aligned to Helios Towers' market
entry criteria and expected to deliver on the Group's disciplined
internal returns thresholds.
-- Key highlights of the acquisition of 2,890 tower assets from Omantel include:
o Establishes the Group's presence in one of the fastest growing
markets in the Middle East region, and will make Helios Towers a
leading independent tower infrastructure provider in Oman upon
completion;
o Strengthens Helios Towers' business and revenue visibility
over the long-term, with a 15 year service agreement providing
c.US$800 million additional contracted revenue; and
o Further growth expected through 300 additional committed build
to suit ("BTS") sites.
-- Key highlights of the agreements with Airtel Africa in respect of 2,227 tower assets include:
o Agreements to acquire tower assets in Madagascar and Malawi
and exclusive memorandum of understanding arrangements to acquire
tower assets in Chad and Gabon - supports entry into high growth
markets;
o Long-term service contracts for an initial period of 12 years
provides US$1.1 billion of future contracted revenue;
o Further growth expected through 315 additional committed BTS
sites; and
o Strong hard currency Adjusted EBITDA mix at 85% for the
portfolio, reflecting EUR-pegged currencies in Chad and Gabon and
USD-linked revenues in Madagascar and Malawi.
As reported in the Company's Q1 2021 results, Helios Towers has
continued to deliver on its value-accretive growth strategy in
2021. Revenues in Q1 2021 increased by 2% year-on-year, with
Adjusted EBITDA growth of 3% reflecting a 1 percentage point annual
increase in Adjusted EBITDA margin.
Investors should also refer to the announcement of the Omantel
acquisition agreement released on 11 May 2021, the announcement of
the Airtel Africa agreements released on 23 March 2021 and the
announcement of the Company's Q1 results released on 20 May 2021.
Investors should also refer to the Company's separate quarterly and
annual financial reports, which are made available on the Company's
website.
For further information on this announcement, please contact
Helios Towers:
Chris Baker-Sams, Corporate Finance Manager
+44 (0) 752 310 1475
BofA Securities (Joint Global Coordinator and Joint Corporate
Broker):
Peter Luck / Cara Griffiths / Ben Winstanley / Andrew
Briscoe
+44 (0) 207 628 1000
Jefferies (Joint Global Coordinator and Joint Corporate
Broker):
Simon Hardy / Luca Erpici / Dominic Lester / Dominik Gansloser /
Aditi Venkatram
+44 (0) 207 029 8000
Citi (Joint Global Coordinator):
Chuba Ezenwa / Mihir Unadkat / Javier Pollan / Luke Gormley
+44 (0) 207 986 4000
Numis (Joint Bookrunner):
Matt Lewis / Hugo Rubinstein / Will Baunton
+44 (0) 207 260 1000
Media Enquiries:
Edward Bridges / Stephanie Ellis, FTI Consulting
+44 (0) 20 3727 1000
The person responsible for arranging release of this
Announcement on behalf of Helios Towers is Paul Barrett, General
Counsel and Company Secretary.
Notes to Editors
About Helios Towers
Helios Towers is a leading independent telecommunications
infrastructure company, having established one of the most
extensive tower portfolios across Africa. It builds, owns and
operates telecom passive infrastructure, providing services to
mobile network operators.
Helios Towers owns and operates telecommunication tower sites in
Tanzania, Democratic Republic of Congo, Congo Brazzaville, Ghana,
South Africa and Senegal. Following recent acquisition agreements
and subject to regulatory approvals, Helios Towers expects to
establish a presence in five new markets across Africa and the
Middle East over the next 12 months. Including these acquisitions
and BTS site commitments, the Group's total site count is expected
to increase from over 8,500 towers currently to approaching
15,000.
Helios Towers pioneered the model in Africa of buying towers
that were held by single operators and providing services utilising
the tower infrastructure to the seller and other operators. This
allows wireless operators to outsource non-core tower-related
activities, enabling them to focus their capital and managerial
resources on providing higher quality services more
cost-effectively.
Background to the Capital Raise
Central to Helios Towers' expansion strategy, alongside organic
growth in its existing markets, is identifying new markets where
opportunities exists to expand its geographic footprint and product
offering. Purchasing tower assets from mobile operators to build
scale and optimising the portfolio to improve returns on the towers
by adding tenants and building more towers is a longstanding
strategy for Helios Towers. Of the c.14,700 sites currently
operated by Helios Towers (or to be acquired pursuant to pending
transactions), c.11,450 sites were or will be acquired through
asset portfolio purchases, as compared to c.3,250 sites which were
or will be constructed by the Group as build-to-suit sites.(1) The
Group has entered into 14 acquisitions over the last 11 years.
(1) Reflects the Airtel Africa agreements across Malawi,
Madagascar, Chad and Gabon announced in March 2021, and the Omantel
agreement announced in May 2021 which remain subject to completion
and the Free Senegal transaction completed in May 2021.
In 2019, ahead of the Company's IPO, Helios Towers set out its
strategic ambition to expand its operations to over eight markets,
operating over 12,000 towers, by 2025. Helios Towers has announced
three significant acquisitions of tower portfolios in the last 12
months which support this ambition:
-- in August 2020, Helios Towers announced the acquisition of a
portfolio of approximately 1,200 existing towers and 400 committed
BTS sites over the next five years from Free Senegal. This
acquisition, which completed in May 2021, marked the Company's
entry into its sixth market, Senegal;
-- in March 2021, Helios Towers announced that it had entered
into agreements with Airtel Africa to acquire its passive
infrastructure operating companies in Madagascar and Malawi and had
entered into exclusive memorandum of understanding arrangements
with Airtel Africa Group for the potential acquisition of assets in
Chad and Gabon, representing a total of 2,227 existing sites and
315 committed BTS sites across these jurisdictions (the "Airtel
Africa Acquisition"). The acquisitions in Madagascar and Malawi are
expected to complete in or around the fourth quarter of 2021,
subject to separate customary closing conditions including required
regulatory approvals, and the acquisitions in Chad and Gabon are
expected to complete in or around the first quarter of 2022,
subject to certain conditions including the Group obtaining a
passive infrastructure licence in each jurisdiction; and
-- in May 2021, Helios Towers announced that it had entered into
an agreement with Omantel to acquire its passive tower
infrastructure portfolio of 2,890 sites (the "Omantel
Acquisition"), establishing the Group's presence in one of the
fastest-growing markets in the Middle-East region and receiving BTS
commitment for a further 300 sites.
Upon and subject to completion of the Airtel Africa Acquisitions
and the Omantel Acquisition, the Group's portfolio will comprise
c.14,700 sites (including 1,015 committed BTS) across 11 markets,
becoming the most diversified tower company operating in the Middle
East and Africa and exceeding its strategic ambition several years
ahead of target. It will also become the market leader and/or sole
independent telecommunications infrastructure in eight of its 11
markets.
Additionally, the Group is currently analysing further potential
opportunities representing c.10,000 towers in total and is
conducting due diligence on a number of potential transactions,
representing both in-market and new market opportunities which are
aligned to Helios Towers' new market entry criteria:
-- Emerging market;
-- Population above 10 million people;
-- Three or more MNOs;
-- Possibility to achieve a leading or number two market share;
-- Stable and/or pegged currencies;
-- Power and tower infrastructure gap;
-- High subscriber growth and low mobile penetration; and
-- Enhances Group returns.
The Group exercises the utmost rigour in sourcing, negotiating
and integrating acquisitions.
Net Proceeds of the Capital Raise
The proceeds of the Capital Raise will be used to further
strengthen its balance sheet to fund the inorganic element of the
Group's growth strategy, targeting tower assets in new and existing
markets. This includes, but is not limited to, the acquisitions of
passive infrastructure assets from Airtel Africa announced in March
2021 and from Omantel announced in May 2021 as well as potential
future M&A pipeline opportunities that the Group is evaluating.
The net proceeds of the Capital Raise will support Helios Towers'
ability to negotiate with potential counterparties from a position
of financial strength.
Operational Update
There has been no material change to current trading since the
update given at the time of its results for the year ended 31
December 2020 ("FY 2020") on 10 March 2021 (the "Full Year
Results") and the results for Q1 2021 announced on 20 May 2021.
Helios Towers continues to operate in line with expectations,
with revenues for FY 2020 up 7% versus the prior year, FY 2020
Adjusted EBITDA margin of 55% (within the Group's medium-term
target range), and significant power uptime of 99.99%. The Company
has continued to deliver on its growth ambitions in 2021, supported
by organic growth across the Group, alongside the recently
announced acquisitions, which will support material future
inorganic growth. Revenues in Q1 2021 increased by 2% year-on-year,
whilst Adjusted EBITDA increased by 3%, reflecting a 1 percentage
point annual increase in Adjusted EBITDA margin.
At Q1 2021, Helios Towers reiterated its original 2021 organic
guidance. The Group continues to expect incremental organic
tenancies for 2021 of approximately 1,000 - 1,500 and capital
expenditure of US$110 - 140 million for its established five
markets. The Company also anticipates further growth following the
acquisition of Free Senegal's tower portfolio in Senegal which
closed in May 2021, the acquisition of the Airtel Africa's passive
infrastructure companies in Madagascar and Malawi, both of which
are expected to close in or around Q4 2021, and the acquisition of
passive infrastructure assets from Omantel announced in May
2021.
Financial Position
At 31 March 2021, Group gross debt was US$1,343 million and cash
and equivalents totaled US$670 million, resulting in net debt of
US$673 million and net leverage ratio of 3.0x (based on last
quarter annualised Adjusted EBITDA of US$223 million), below its
target net leverage range of 3.5x - 4.5x. Additionally, as of 31
March 2021 the Group had undrawn debt facilities of approximately
US$270 million.
Shareholder Consultation
The Company has consulted with a number of its leading
shareholders ahead of this Announcement regarding the rationale for
the Capital Raise, including the structure of the Capital Raise.
The Board's belief that the Capital Raise is in the best interests
of shareholders and will promote the success of the Company has
been strengthened by these discussions.
The proposed issue and allotment of the Placing Shares and the
Bonds will be within the existing shareholder authorisations
granted to the Company at its Annual General Meeting held on
Thursday 15 April 2021.
Details of the Placing
BofA Securities, Citi and Jefferies are acting as joint global
coordinators (the "Joint Global Coordinators") in connection with
the Placing. Numis is acting as joint bookrunner in connection with
the Placing (together with BofA Securities, Citi and Jefferies, the
"Joint Bookrunners"). The Joint Bookrunners are not acting for the
Company with respect to the Retail Offer.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this Announcement). The Joint
Bookrunners will commence the Placing Bookbuild process in respect
of the Placing (the "Bookbuilding Process") immediately following
the release of this Announcement. The number of new ordinary shares
to be issued pursuant to the Placing and the price per new ordinary
share at which the Placing Shares are to be placed (the "Placing
Price") will be decided following completion of the Bookbuilding
Process. The book will open with immediate effect following release
of this Announcement. The timing of the closing of the book,
pricing and allocations will be at the absolute discretion of the
Joint Global Coordinators and Helios Towers. Details of the Placing
Price and the number of Placing Shares will be announced as soon as
practicable following completion of the Bookbuilding Process.
The Placing Shares and Retail Offer Shares, when issued, will be
fully paid and will rank pari passu in all respects with the
existing ordinary shares of the Company, including the right to
receive all dividends and other distributions declared, made or
paid after the date of issue. The aggregate number of Placing
Shares and Retail Offer Shares shall not exceed 10% of the current
issued share capital of the Company.
Applications will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List (the "Official
List") of the Financial Conduct Authority (the "FCA") and to be
admitted to trading on the main market for listed securities of the
London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Settlement for the Placing Shares and Admission is
expected to take place on or before 8.00 a.m. on 18 June 2021. The
Placing is conditional, among other things, upon Admission becoming
effective and the placing agreement between the Company and Joint
Bookrunners (the "Placing Agreement") not being terminated in
accordance with its terms. The Appendix sets out further
information relating to the Bookbuilding Process and the terms and
conditions of the Placing.
This Announcement should be read in its entirety, including
(without limitation) the information provided in the "Important
notices" section of this Announcement. In particular, the Appendix
to this Announcement sets out further information relating to the
Bookbuilding Process and the terms and conditions of the Placing.
The attention of investors is drawn in particular to the
"Conditions of the Placing" section of the Appendix (including the
condition that no Material Adverse Effect can have occurred prior
to Admission) and the "Termination of the Placing Agreement"
section of the Appendix.
Details of the Convertible Bond Offering
The Bonds will be issued on the same terms as, and will be fully
fungible with, the existing US$250 million Senior Unsecured
Guaranteed Convertible Bonds due 2027 issued by the Bond Issuer on
18 March 2021 (the "Existing Bonds"). The Bonds will be issued at a
price of between 106.375% and 108.375% of their principal amount,
as determined through a bookbuilding process, and subject to a
delta adjustment to reflect factors including the difference
between the Placing Price of the Placing Shares and the prevailing
share price on the pricing date, together with accrued interest
from and including 18 March 2021. The Bonds will carry a coupon of
2.875% per annum payable semi-annually in arrear in equal
instalments on 18 September and 8 March each year, with the first
interest payment date being 18 September 2021. The initial
conversion price is US$2.9312, subject to potential adjustment (if
such an adjustment would be required under the terms and conditions
of the Existing Bonds) depending upon the Placing Price. The
conversion price will be subject to (a) adjustments for any
dividends in cash or in kind, as well as (b) customary
anti-dilution adjustments, pursuant to the terms and conditions of
the Bonds.
The ordinary shares underlying the new Bonds will represent
approximately 2% of the total number of the Company's issued and
outstanding ordinary shares immediately prior to the Convertible
Bond Offering , subject to potential adjustments to the conversion
price.
BofA Securities, Citi and Jefferies are acting as Joint Global
Coordinators in connection with the Convertible Bond Offering
(together, the "CB JGCs").
The final issue price of the Bonds is expected to be announced
tomorrow morning alongside the results of the Placing.
Settlement and delivery of the Bonds is expected to take place
on or about 23 June 2021. The Bond Issuer will submit an
application to admit the Bonds to trading on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange on 23 June
2021.
General
In the context of the Placing and the Convertible Bond Offering,
the Company and the Bond Issuer have agreed to a lock-up relating
to equity and equity-related securities for a period commencing on
pricing and ending 90 calendar days following the settlement date
of each of the Placing and the Convertible Bond Offering, subject
to certain exceptions.
IMPORTANT NOTICES
No action has been taken by the Company, the Bond Issuer, the
Guarantors, Merrill Lynch International ("BofA Securities"),
Citigroup Global Markets Limited ("Citi"), Jefferies International
Limited ("Jefferies"), Numis Securities Limited ("Numis" and
together with BofA Securities, Citi and Jefferies, the "Banks"), or
any of their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or an
offering of the Bonds or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares or to the Bonds in any jurisdiction where
action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe
any restrictions contained in this Announcement.
No prospectus will be made available in any jurisdiction in
connection with the matters contained or referred to in this
Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation or the Prospectus Regulation, each as
defined below) to be published. Persons needing advice should
consult an independent financial adviser.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute an offer
to issue or sell, or the solicitation of an offer to acquire,
purchase or subscribe for, any securities in the United States,
Canada, Australia, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful or to any
person to whom it is unlawful to make such offer or solicitation.
No public offering of the Placing Shares or the Bonds is being made
in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. The securities referred to
herein have not been approved, disapproved or recommended by the
U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the securities referred to
herein. No public offering of securities is being made in the
United States. No money, securities or other consideration from any
person inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted. Subject to certain limited exceptions, the Placing
Shares may not be offered or sold in the United States, Canada,
Australia, Japan, the Republic of South Africa or to, or for the
account or benefit of, any national, resident or citizen of the
United States, Canada, Australia, Japan or the Republic of South
Africa. In addition, the Bonds and the Retail Shares are being
offered and sold by the company only outside the United States in
offshore transactions as defined in, and pursuant to, Regulation S
under the Securities Act.
This Announcement is directed at and is only being distributed
to: persons whose ordinary activities involve them in acquiring,
holding, managing and disposing of investments (as principal or
agent) for the purposes of their business and who have professional
experience in matters relating to investments and are: (a) if in
the United Kingdom, persons who are qualified investors, being
persons falling within the meaning of Article 2(e) of Prospectus
Regulation (EU) 2017/1129 (as supplemented by Commission delegated
Regulation (EU) 2019/980 and Commission delegated Regulation (EU)
2019/979), as it forms part of the law of the UK by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation") who are (i) persons who fall within the
definition of "Investment Professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (ii) persons who fall within
Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order; or (b) if in a member state of
the European Economic Area (the "EEA"), persons who are qualified
investors ("Qualified Investors"), being persons falling within the
meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 (as
supplemented by Commission delegated Regulation (EU) 2019/980 and
Commission delegated Regulation (EU) 2019/979) (the "Prospectus
Regulation"); or (c) persons to whom it may otherwise be lawfully
communicated (all such persons referred to in (a), (b) and (c)
above together being referred to as "Relevant Persons"). This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. Any investment or investment activity to which
this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
The Bonds 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 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 (8) of Article 2 of the UK
Prospectus Regulation; or (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA. Consequently, no key
information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Bonds or otherwise making
them available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the Bonds or otherwise
making them available to any retail investor in the United Kingdom
may be unlawful under the UK PRIIPs Regulation.
The Bonds 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 EEA. 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 of the European Parliament and of the Council on markets
in financial instruments (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive (EU) 2016/97, 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 Bonds or otherwise making them available to
retail investors in the EEA has been prepared and therefore
offering or selling the Bonds or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
The relevant clearances have not been, and will not be, obtained
from the securities commission of any province or territory of
Canada; no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares or the Bonds; and neither the Placing Shares
nor the Bonds have been, nor will be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa or
Japan. Accordingly, the Placing Shares and the Bonds may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which such activities
would be unlawful.
In Canada, no offering is being made in respect of the Bonds as
no sales of the Bonds are permitted in Canada.
In Canada, the offering of the Placing Shares is being made on a
private placement basis only in the provinces of British Columbia,
Alberta, Manitoba, Ontario and Quebec on a basis exempt from the
requirement that the Company prepare and file a prospectus with the
relevant securities regulatory authorities in Canada. No offer of
securities is made pursuant to this Announcement in Canada except
to a person who has represented to the Company and the Banks that
such person: (i) is purchasing as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations; any resale of the Placing Shares acquired
by a Canadian investor in this offering must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a
statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory
authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of
Canada.
By participating in the Placing Bookbuild and the Placing, each
person who is invited to and who chooses to participate in the
Placing (each a "Placee") by making an oral and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood this Announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in the Appendices to this Announcement and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendices to
this Announcement.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. Each
of the Company, the Banks and their respective affiliates, agents,
directors, officers and employees expressly disclaims any
obligation or undertaking to update, review or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the Listing Rules, MAR, the Disclosure Guidance
and Transparency Rules, the rules of the London Stock Exchange or
the Financial Conduct Authority (the "FCA").
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares or the Bonds.
Any investment decision to buy Placing Shares in the Placing or
Bonds in the Convertible Bond Offering must be made solely on the
basis of publicly available information, which has not been
independently verified by the Banks.
Each prospective investor should proceed on the assumption that
it must bear the economic risk of an investment in the Placing
Shares and the Bonds. None of the Company, the Bond Issuer, BofA
Securities, Citi, Jefferies or Numis makes any representation as
to: (i) the suitability of the securities referred to herein for
any particular investor; (ii) the appropriate accounting treatment
and potential tax consequences of investing in the securities
referred to herein; or (iii) the future performance of the
securities referred to herein either in absolute terms or relative
to competing investments.
Each of BofA Securities and Citi is authorised by the Prudential
Regulatory Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the FCA. Each of Jefferies
International Limited and Numis is authorised and regulated in the
United Kingdom by the FCA. Each of BofA Securities, Citi, Jefferies
and Numis is acting exclusively for the Company and no one else in
connection with the Placing and each of BofA Securities, Citi and
Jefferies is acting exclusively for the Company and the Bond Issuer
and no one else in connection with the Convertible Bond Offering.
None of the Banks will regard any other person as its client in
relation to the Placing and/or the Convertible Bond Offering, the
content of this Announcement and other matters described in this
Announcement and will not be responsible to anyone (including any
Placees or bondholders) other than the Company for providing the
protections afforded to its clients or for providing advice to any
other person in relation to the Placing, the Convertible Bond
Offering, the content of this Announcement or any other matters
referred to in this Announcement.
This Announcement has been issued by and is the sole
responsibility of the Company. 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 any of
the Banks 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 in connection with the Company, the Placing Shares, the
Bonds, the Placing, the Convertible Bond Offering or the proposed
acquisition by Helios Towers Bidco Limited ("Bidco"), Helios
Towers, Ltd and an Omani entity acting as nominee of Bidco of the
entire issued share capital of a to be incorporated holding company
(the "Target") from Oman Telecommunications Company (S.A.O.G)
("Omantel"), which is conditional on the transfer of the passive
tower infrastructure assets representing 2,890 sites (which will be
transferred with certain business assets, contracts, liabilities
and employees) (the "Target Assets") to the Target as a condition
under the Acquisition Agreement (as defined below) (the
"Acquisition"), and any liability therefore is expressly
disclaimed. No reliance may be placed by any person for any purpose
on the information contained in this Announcement, which is subject
to change, or its accuracy, fairness or completeness.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing, or
the Convertible Bond Offering or the Retail Offer. The price of
shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Any indication in this Announcement (if applicable) of the price
at which the Company's shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the
Company, as appropriate, for the current or future years would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares and the Bonds will be made
pursuant to an exemption under the UK Prospectus Regulation or the
Prospectus Regulation from the requirement to produce a prospectus.
This Announcement is being distributed and communicated to persons
in the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act, 2000, as amended (the "FSMA")
does not apply.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the main market for listed securities of the London Stock
Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Members of the public are not eligible to take part in the
Placing or the Convertible Bond Offering. No public offering of
securities will be made in connection with the Placing or the
Convertible Bond Offering in the United Kingdom, the United States,
Canada, Australia, Japan, the Republic of South Africa or
elsewhere.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares and the Bonds have been subject
to a product approval process, which has determined that: (A) the
Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each defined in
the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels; and
(B) the Bonds are: (i) compatible with an end target market of
investors who meet the criteria of professional clients and
eligible counterparties, each defined in paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels to
professional clients and eligible counterparties (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks, in their capacities as joint bookrunners,
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing Shares
or the Bonds. Each distributor is responsible for undertaking its
own Target Market Assessment in respect of the Placing Shares
and/or the Bonds and determining appropriate distribution
channels.
Appendix 1
Terms and Conditions of the Placing for invited placees only
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING EXCEPT AS DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF
THE PLACING". THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU)
2017/1129 (as supplemented by Commission delegated Regulation (EU)
2019/980 and Commission delegated Regulation (EU) 2019/979), as it
forms part of the law of the UK by virtue of the European Union
(Withdrawal) Act 2018 (THE "UK PROSPECTUS REGULATION")WHO ARE (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; (B) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (as supplemented by
Commission delegated Regulation (EU) 2019/980 and Commission
delegated Regulation (EU) 2019/979) (THE "PROSPECTUS REGULATION");
OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL
OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFERING OF THE PLACING SHARES IN THE UNITED KINGDOM, THE UNITED
STATES, ANY RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix 1
have the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any Restricted Territory (as defined
below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in
connection with the Placing in the United Kingdom, the United
States, any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, the Republic of
South Africa or Japan (each a "Restricted Territory") or in any
jurisdiction in which such publication or distribution is unlawful.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Merrill
Lynch International ("BofA Securities"), Jefferies International
Limited ("Jefferies"), Citigroup Global Markets Limited ("Citi") or
Numis Securities Limited ("Numis" and together with BofA
Securities, Jefferies and Citi, the "Banks") or any of their
respective affiliates, agents, directors, officers or employees
which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended (the "FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is a criminal offense in the United States.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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
Banks or 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 party or its advisers, and any liability therefore
is expressly disclaimed.
Each of the Banks is acting exclusively for the Company and
no-one else in connection with the Placing and is not, and will not
be, responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company or the Banks or their respective affiliates,
agents, directors, officers or employees makes any representation
or warranty, express or implied to any Placees regarding any
investment in the securities referred to in this Announcement under
the laws applicable to such Placees. Each Placee should consult its
own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein .
In particular each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
(b) it is and, at the time the Placing Shares are acquired, will
be either (a)(i) outside the United States and will be outside the
United States at the time the Placing Shares are acquired by it and
(ii) is acquiring the Placing Shares in an "offshore transaction"
in accordance with Rule 903 or Rule 904 of Regulation S under the
Securities Act ("Regulation S"); or (b) a "qualified institutional
buyer" as defined in Rule 144A ("Rule 144A") under the Securities
Act (a "QIB") who has executed an investor representation letter in
the form provided to it and delivered the same to the relevant Bank
(in its capacity as joint bookrunner and as placing agent of the
Company in respect of the Placing);
(c) if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make and
does make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account;
(d) if it is a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to
Relevant Persons or in a member state of the EEA to Qualified
Investors, or in circumstances in which the prior consent of the
Banks has been given to each such proposed offer or resale; and
(e) the Company and each of the Banks will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
No representation is made by any of the Banks to any Placees
regarding an investment in the Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Banks and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
The Banks are acting as joint bookrunners in connection with the
Placing. The Banks have today entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, the Banks (as agents for and on behalf
of the Company) will agree to use reasonable endeavours to procure
Placees for the Placing Shares in such number and at a price to be
determined following completion of the Bookbuild in accordance with
the Placing Agreement, and to underwrite the settlement of the
Placing Shares in such number and at such price to the extent set
out in the Terms of Placing (as defined below).
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided following completion of the Bookbuild and
the execution of the terms of placing by the Company and the Banks
(the "Terms of Placing"). The timing of the closing of the book,
pricing and allocations are at the absolute discretion of the
Company and the Banks. Details of the Placing Price and the number
of Placing Shares will be announced as soon as practicable after
completion of the Bookbuild.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue. The
Placing Shares will be issued free of any encumbrances, liens or
other security interests.
Application for admission to trading
The Company will apply to the Financial Conduct Authority (the
"FCA") for admission of the Placing Shares to the premium listing
segment of the Official List of the FCA (the "Official List") and
to London Stock Exchange plc (the "London Stock Exchange") for
admission to trading of the Placing Shares on its Main Market for
listed securities ("Admission"). It is expected that Admission will
become effective at or around 8.00 a.m. on 18 June 2021 (or such
later date as may be agreed between the Company, BofA Securities,
Jefferies and Citi (BofA Securities, Jefferies and Citi together,
the "Joint Global Co-ordinators")) and that dealings in the Placing
Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company.
Participation will only be available to persons who may lawfully
be, and are, invited to participate by the Banks. Each of the Banks
and their respective affiliates are entitled to enter bids as
principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Company and
the Banks following completion of the Bookbuild. Any discount to
the market price of the existing Ordinary Shares of the Company
will be determined in accordance with the FCA's Listing Rules. The
Placing Price will be announced on a Regulatory Information Service
following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the
relevant Bank. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire either at the
Placing Price which is ultimately established by the Company and
the Banks or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Banks on the basis referred to in
paragraph 6 below. Each of the Banks reserves the right not to
accept bids or to accept bids in part rather than in whole. The
acceptance of the bids shall be at the relevant Banks' absolute
discretion.
4. The Bookbuild is expected to close no later than 9.00 p.m.
(London time) on 15 June 2021 but may be closed earlier or later,
at the absolute discretion of the Joint Global Co-ordinators. The
Banks may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed.
5. Each prospective Placee's allocation will be agreed between
the Banks and the Company and will be confirmed to prospective
Placees orally by the relevant Bank as agent of the Company
following the close of the Bookbuild, and a contract note will be
dispatched as soon as possible thereafter. The terms and conditions
set out in this Appendix will be deemed incorporated in that
contract note. Subject to paragraph 8 below, the relevant Bank's
oral confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee) in favour of such Bank (as an agent of the
Company) and the Company, under which such Placee agrees to acquire
the number of Placing Shares allocated to it and to pay the
relevant Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's corporate
documents.
6. Subject to paragraphs 3 and 4 above, the Banks will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may
determine. The Banks may also, notwithstanding paragraphs 3 and 4
above and subject to the prior consent of the Company, (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time. The acceptance of offers shall be at the
absolute discretion of the Banks.
7. The allocation of Placing Shares to Placees located in the
United States and the subscription for Placing Shares being offered
under a relevant exemption from the registration requirements of
the Securities Act shall be conditional on the execution by each
Placee (and any person acting on such Placee's behalf) of an
investor representation letter in a form provided to it, and
delivery of the same to the relevant Bank (in its capacity as joint
bookrunner and as placing agent of the Company in respect of the
Placing).
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay it (or as it may
direct) in cleared funds on the settlement date, in accordance with
the registration and settlement requirements set out below, an
amount equal to the product of the Placing Price and the number of
Placing Shares that such Placee has agreed to acquire. Each
Placee's obligations will be owed to the relevant Bank.
9. Except as required by law or regulation, no press release or
other announcement will be made by any of the Banks or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
13. To the fullest extent permissible by law, none of the Banks,
the Company or any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise) in connection with the Placing,
the Placing Shares and/or the Acquisition. In particular, none of
the Banks, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Banks' conduct of the
Bookbuild or of such alternative method of effecting the Placing as
the Banks, their respective affiliates and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' obligations under the Placing Agreement are
conditional on certain conditions, including:
(a) the sale and purchase agreement dated 11 May 2021 in
relation to the Acquisition (the "Acquisition Agreement") not
having lapsed or been terminated or rescinded and no condition
thereto having become incapable of satisfaction which has not
otherwise been waived, in each case prior to Admission;
(b) there having been no alteration, revision or amendment of
any of the terms or conditions of the Acquisition Agreement (or any
document entered into pursuant to or in connection with the
Acquisition Agreement) or waiver, variation, compromise or release
of any obligation under the Acquisition Agreement nor the grant of
any time for performance or other indulgence to any party under the
Acquisition Agreement, in each case prior to Admission and which in
the opinion of the Joint Global Co-ordinators (acting in good
faith) is material in the context of the Placing or the
underwriting of the Placing Shares or Admission;
(c) no Material Adverse Effect having occurred in the opinion of
the Joint Global Co-ordinators (acting in good faith), whether or
not foreseeable at the date of the Placing Agreement;
(d) publication by the Company of this Announcement by no later
than 7.00 a.m. on the date of the Placing Agreement (or such later
time and date as the Company and the Joint Global Co-ordinators may
agree);
(e) the Terms of Placing having been executed and delivered by
the Company and each of the Banks;
(f) publication by the Company of the results of the Placing
immediately following the execution of the Terms of Placing (the
"Pricing Announcement");
(g) each of the warranties on the part of the Company in the
Placing Agreement being true, accurate and not misleading on the
date of the Placing Agreement, the time of execution of the Terms
of Placing and at Admission;
(h) the Company having complied with all of the agreements and
undertakings and satisfied or performed all of the conditions and
obligations on its part to be performed or satisfied under the
Placing Agreement on or before to Admission, save in each case for
any non-compliance which in the opinion of the Joint Global
Co-ordinators (acting in good faith), is not material in the
context of the Placing or the underwriting of the Placing Shares or
Admission;
(i) the Placing Shares having been allotted prior to Admission;
(j) Admission having occurred by 8:00 a.m. (London time) on 18
June 2021 (or such later date as the Joint Global Co-ordinators may
determine, and in any event not later than 8.00 a.m. on 22 June
2021); and
(k) other than this Announcement, the announcement relating to
the Acquisition (the "Acquisition Announcement") and the Pricing
Announcement, no supplementary announcement being required to be
published in connection with the Placing prior to Admission other
than would not, in the good faith judgement of the Joint Global
Co-ordinators, be expected to be adverse to the Placing.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or,
where permitted, waived by the Joint Global Co-ordinators (for
themselves and on behalf of the other Banks) by the time and/or
date specified; or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Joint Global Co-ordinators may, acting in good faith but
otherwise for whatever reason or on whatever basis that it
considers to be practicable, appropriate or advisable to it, waive
fulfilment of all or any of the conditions (other than the
conditions in relation to publication of the Pricing Announcement,
the allotment of the Placing Shares and to Admission taking place)
or extend the time provided for fulfilment of any such conditions
in respect of all or any part of the performance thereof. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
None of the Banks shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Joint Global Co-ordinators (for themselves and on behalf of
the other Banks) may, by notice to the Company given at any time
prior to the Closing Date, terminate the Placing Agreement in
certain circumstances, including, inter alia, if: (i) there has
been a breach by the Company of any of the representations or
warranties, or any failure by the Company to perform any of the
undertakings or agreements contained in the Placing Agreement, save
to an extent that is not, in the opinion of the Joint Global
Co-ordinators (acting in good faith) material in the context of the
Placing or the underwriting of the Placing Shares or Admission;
(ii) it comes to the notice of the Banks that any statement
contained in any document or announcement issued or published by or
on behalf of the Company in connection with the Placing or the
Acquisition is or has become untrue, incorrect or misleading or any
matter has arisen, which would, if the Placing were made at that
time, constitute an omission from the documents or announcements
issued or published by or on behalf of the Company in connection
with the Placing or the Acquisition or an omission from or
misleading inaccuracy in the publicly available information made
public by the Company and/or issued by the Company through a
Regulatory Information Service, or any of them, and which the Joint
Global Co-ordinators consider (acting in good faith) to be material
in the context of the Placing or the underwriting of the Placing
Shares or Admission; (iii) in the opinion of the Joint Global
Co-ordinators (acting in good faith), there has been a Material
Adverse Effect (whether or not foreseeable at the date of the
Placing Agreement); (iv) there has occurred (a) any material
adverse change in the financial markets in the United States,
member states of the EEA, the United Kingdom (each, a "Relevant
Jurisdiction") or in the international financial markets, (b) any
outbreak or escalation of hostilities, act of terrorism or other
calamity or crisis or (c) any change or development involving a
prospective change in national or international political,
financial or economic conditions, or currency exchange rates, in
each case the effect of which (either singly or together with any
other event referred to in sub-paragraphs (v), (vi), (vii) or
(viii) herein) is such as to make it, in the judgement of the Joint
Global Co-ordinators (acting in good faith), impracticable or
inadvisable to market the Placing Shares or to enforce contracts
for the sale of the Placing Shares; (v) the application for
Admission is withdrawn, or trading in any shares of the Company has
been suspended or limited by the FCA or the London Stock Exchange,
or if trading generally on the London Stock Exchange, the New York
Stock Exchange or in the NASDAQ System has been suspended or
limited, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the regulatory
authorities of the United States, the United Kingdom or any other
governmental or self-regulatory authority, or a material disruption
has occurred in commercial banking or shares settlement or
clearance services in the United Kingdom, the United States or in
Europe, in each case the effect of which (either singly or together
with any other event referred to in sub-paragraphs (v), (vi), (vii)
or (viii) herein) is such as to make it, in the judgement of the
Joint Global Co-ordinators (acting in good faith), impracticable or
inadvisable to market the Placing Shares or to enforce contracts
for the sale of the Placing Shares; (vi) if a banking moratorium
has been declared by the authorities of any of the United Kingdom,
the United States, the State of New York or any other Relevant
Jurisdiction among other things, which would make it, in the
judgement of the Joint Global Co-ordinators (acting in good faith),
impracticable or inadvisable to market the Placing Shares or to
enforce contracts for the sale of the Placing Shares; or (vii) if
there has occurred an actual or publicly announced adverse change
in United Kingdom or United States taxation affecting the Ordinary
Shares or the transfer thereof or exchange controls have been
imposed by the United States, the United Kingdom or a member state
of the EEA.
Upon such notice of termination, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Global Co-ordinators and that the
Joint Global Co-ordinators need not make any reference to, or
consultation with, Placees and that, to the fullest extent
permitted by law, none of the Banks nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to Placees whatsoever in connection with any such
exercise.
No prospectus
No offering document, prospectus, prospectus "equivalent"
document or admission document has been or will be prepared or
submitted to be approved by the FCA (or any other authority) or
submitted to the London Stock Exchange (or any other stock
exchange) in relation to the Placing, and Placees' commitments will
be made solely on the basis of publicly available information taken
together with the information contained in this Announcement
(including this Appendix), and any Exchange Information (as defined
below) previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and
subject to the further terms set forth in the contract note to be
provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) and
the publicly available information released by or on behalf of the
Company or Omantel is exclusively the responsibility of the Company
or Omantel, respectively, and confirms to each of the Banks and the
Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or Omantel (other than publicly available
information) or any of the Banks or their respective Affiliates
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the contract note referred
to below) or any other person and none of the Banks or the Company,
or any of their respective Affiliates or any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company and the assets
being acquired pursuant to the Acquisition in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude or limit the liability of any person for fraud or
fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 90 calendar days after the Closing
Date, neither it nor any person controlled by the Company, nor any
person acting on the Company's behalf, will, directly or
indirectly, without the prior written consent of the Joint Global
Co-ordinators enter into certain transactions involving or relating
to securities of the same class as the Placing Shares or any
securities convertible into or exchangeable for securities of the
same class as the Placing Shares or other instruments representing
interests in securities of the same class as the Placing Shares or
enter into any swap or other agreement or transaction that
transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of Ordinary Shares, subject to
certain carve-outs agreed between the Banks and the Company and
waiver by the Joint Global Co-ordinators.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators of any power to grant consent to
waive the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Global
Co-ordinators and that it need not make any reference to, or
consultation with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BJVQC708) following Admission will take place within the
relevant system administered by Euroclear UK & Ireland Limited
("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Banks and
the Company reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
in certificated form or by such other means that they deem
necessary if delivery or settlement is not practicable in CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Banks and settlement instructions. It is expected
that such contract note will be despatched on or around 16 June
2021 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to a CREST account
operated by BofA Securities as agent for the Company and BofA
Securities will enter its delivery (DEL) instruction into the CREST
system. BofA Securities will hold any Placing Shares delivered to
this account as nominee for the Placees. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 18 June 2021 on a T+2
basis in accordance with the instructions given to the relevant
Bank.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the relevant Bank.
Each Placee agrees that, if it does not comply with these
obligations, the relevant Bank may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the relevant Bank's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax which may arise upon the sale
of such Placing Shares on such Placee's behalf (together with any
interest or penalties relating thereto).
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee, such Placing Shares should,
save as provided below, be so registered free from any liability to
UK stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery
of the Placing Shares (or for the avoidance of doubt if any stamp
duty or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
none of the Banks nor the Company shall be responsible for the
payment thereof.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each of the Banks (in its capacity as joint bookrunner and as
placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of its application for
Placing Shares, the following:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Company's Ordinary Shares
are admitted to trading on the London Stock Exchange and that the
Company is therefore required to publish certain business and
financial information in accordance with MAR and the rules and
practices of the London Stock Exchange and/or the FCA (collectively
and together with the information referred to in (i) above, the
"Exchange Information"), which includes a description of the nature
of the Company's business and the Company's most recent balance
sheet and profit and loss account, and similar statements for
preceding financial years and that it has reviewed such Exchange
Information and that it is able to obtain or access such Exchange
Information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty; and (iii) it has
had access to such Exchange Information concerning the Company, the
Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the
Placing Shares and has relied on that investigation for the
purposes of its decision to participate in the Placing;
4. that none of the Banks , nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested any of the Banks , the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
5. unless otherwise specifically agreed with the Banks , that it
is not, and at the time the Placing Shares are acquired by it,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, taken up, renounced,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks n or any
of their respective Affiliates nor any person acting on its or
their behalf has or shall have any responsibility or liability for
any information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company or Omantel, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement, the announcement relating to the Acquisition, or
any information previously published by or on behalf of the
Company, Omantel or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Banks, the
Company or Omantel and none of the Banks nor the Company will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company and the
assets being acquired pursuant to the Acquisition in deciding to
participate in the Placing and that none of the Banks nor any of
their respective Affiliates have made any representations to it,
express or implied, with respect to the Company or Omantel, the
Bookbuild, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of
them expressly disclaims any liability in respect thereof. Nothing
in this paragraph or otherwise in this Announcement excludes the
liability of any person for fraud or fraudulent misrepresentation
made by that person;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Banks ,
any of their respective Affiliates or any person acting on its or
their behalf and understands that (i) none of the Banks nor their
respective Affiliates nor any person acting on its or their behalf
has or shall have any liability for public information or any
representation; (ii) none of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this document or otherwise; and that
(iii) none of the Banks n or any of their respective Affiliates nor
any person acting on its or their behalf accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information (or whether any information has
been omitted), whether at the date of publication, the date of this
Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services), that it is not participating in the Placing as
nominee or agent for any person to whom the allocation, allotment,
issue or delivery of the Placing Shares would give rise to such a
liability and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
9. that no action has been or will be taken by any of the
Company, the Banks or any person acting on behalf of the Company or
any of the Banks that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
10. that it and any person acting on its behalf is entitled to
purchase the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in any of the Banks , the Company or any
of their respective Affiliates, agents, directors, officers or
employees being in breach of the legal and/or regulatory
requirements of any jurisdiction in connection with the
Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Anti-Terrorism Crime and
Security Act 2001, the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and the Money Laundering Sourcebook of the
FCA and any related or similar rules, regulations or guidelines
issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations. If within a reasonable
time after a request for verification of identity, the Banks have
not received such satisfactory evidence, it may, in its absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to the Banks will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
14. it will not acquire or subscribe for, or procure the
acquisition or subscription of, any new Shares offered by the
Company on or about the date hereof on the PrimaryBid platform;
15. if in the United Kingdom: (a) that it is a qualified
investor (as defined in the Prospectus Regulation (Regulation (EU)
2017/1129, as it forms part of the law of the UK by virtue of the
European Union (Withdrawal) Act 2018), (i) who falls within the
definition of "investment professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), (ii) who falls within Article 49(2)(a) to (d)
("High Net Worth Companies, Unincorporated Associations, etc") of
the Order, or (iii) to whom this Announcement may otherwise
lawfully be communicated; and (b) to the extent applicable, that
any funds on behalf of which it is acquiring Placing Shares are
Relevant Persons, and it undertakes that it will acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
16. if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" (as defined in the Prospectus Regulation
(Regulation (EU) 2017/1129) and, to the extent applicable, that any
funds on behalf of which it is acquiring Placing Shares that are in
a member state of the EEA are each such a Qualified Investor;
17. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
18. where it is acquiring the Placing Shares for one or more
managed accounts, that it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
19. if it is a pension fund or investment company, that its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
20. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation, that the Placing
Shares acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired for
with a view to their offer or resale to, persons in the United
Kingdom other than Relevant Persons or persons in a member state of
the EEA other than Qualified Investors, or in circumstances in
which the prior consent of the Banks has been given to the proposed
offer or resale or where Placing Shares will be acquired by it on
behalf of persons in the United Kingdom other than Relevant Persons
or persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares will not be treated
under the Prospectus Regulation as having been made to such
persons;
21. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA;
22. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
23. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
apply and where approval of the communication by an authorised
person is not required and agrees that this Announcement has not
been approved by any Bank in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to
the controls which would apply if it was made or approved as
financial promotion by an authorised person;
24. that it has complied and will comply with all applicable
laws (including, without limitation, all relevant provisions of the
FSMA) with respect to anything done by it in relation to the
Placing Shares in respect of anything done in, from or otherwise
involving, the United Kingdom;
25. if it has received any inside sensitive information about
the Company in advance of the Placing, that it has not: (i) dealt
in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by the
MAR, prior to the information being made publicly available;
26. that: (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Banks , any of their respective Affiliates or any person acting
on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any
territory in connection with the Placing; and (iv) the subscription
for and purchase of the Placing Shares by it or any person acting
on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
27. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Banks may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and will be required to bear any
stamp duty or stamp duty reserve tax due pursuant to the terms set
out or referred to in this Announcement which may arise upon the
sale of such Placee's Placing Shares on its behalf (together with
any interest or penalties relating thereto);
28. that its allocation (if any) of Placing Shares will
represent the maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Banks or the
Company may call upon it to acquire a lower number of Placing
Shares, but in no event in aggregate more than the aforementioned
maximum;
29. that none of Banks , nor any of their respective Affiliates
nor any person acting on its or their behalf, is making any
recommendations to it, or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of any of the Banks and that the
Banks do not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
30. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks nor the Company nor any of their
respective Affiliates (or any person acting on their behalf) will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes resulting from a
failure to observe this requirement (nor any interest or penalties
relating thereto). Each Placee and any person acting on behalf of
such Placee agrees to indemnify and hold harmless each of the Banks
, the Company and any of their respective Affiliates (and any
person acting on their behalf) in respect of the same on an
after-tax basis;
31. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by any of the Banks or the Company
in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised
stock exchange;
32. that each of the Banks , the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to each of
the Banks on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Banks and the
Company to produce this Announcement, pursuant to, in connection
with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
33. that it will indemnify on an after-tax basis and hold each
of the Banks , the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
34. that it irrevocably appoints any director of the Banks as
its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
35. that its commitment to acquire Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Banks' conduct of the
Placing;
36. that in making any decision to acquire the Placing Shares,
it confirms that (i) it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the
Placing Shares; (ii) it is experienced in investing in securities
of this nature in the Company's sector and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain a complete loss in connection with, the Placing;
(iii) it has relied on its own examination and due diligence of the
Company and its Associates taken as a whole, including the markets
in which the Group and the assets being acquired in the Acquisition
operate, and the terms of the Placing, including the merits and
risks involved and not upon any view expressed or information
provided by or on behalf of the Banks ; (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary for the purposes of its investigation; and (v)
it will not look to the Company, the Banks , any of their
respective Affiliates or any person acting on their behalf for all
or part of any such loss or losses it or they may suffer;
37. that none of the Banks n or the Company owes any fiduciary
or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
38. that it may not rely on any investigation that any Bank or
any person acting on behalf of any Bank may or may not have
conducted with respect to the Company and its Affiliates, the
assets being acquired in the Acquisition, or the Placing and each
of the Banks has not made any representation or warranty to it,
express or implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
Affiliates and the assets being acquired in the Acquisition, or as
to any other matter relating thereto, that nothing herein shall be
construed as any investment or other recommendation to it to
acquire the Placing Shares, and that no information has been
prepared by, or is the responsibility of, the Banks for the
purposes of this Placing;
39. that it will not hold any Bank or any of such Bank's
Affiliates or any person acting on its or their behalf responsible
or liable for any misstatements in or omission from any publicly
available information relating to the Group or Omantel or
information made available (whether in written, oral or in a visual
or electronic form, and howsoever transmitted or made available)
relating to the Group or the assets being acquired in the
Acquisition (the "Information") and that none of the Banks nor any
person acting on behalf of any Bank makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
40. that, in connection with the Placing, the Banks and any of
their respective Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may
retain, purchase, sell, offer to sell for its or their own accounts
such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue, offering, subscription,
placement of or dealing in such shares in the Company to any Bank
and any of such Bank's Affiliates acting in such capacity. In
addition, the Banks may enter into financing arrangements
(including swaps, warrants or contracts for differences) with
investors in connection with which the Banks and any of their
respective Affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. None of the Banks nor any of their respective Affiliates
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
41. that: (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
any state or other jurisdiction of the United States, nor approved
or disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
United States regulatory authority; (ii) the Placing Shares 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 in compliance with any applicable securities
laws of any state or other jurisdiction of the United States; and
(iii) the Placing Shares may only be reoffered, resold, pledged or
otherwise transferred in transactions exempt from, or not subject
to, the registration requirements of the Securities Act and no
representation has been made as to the availability of the
exemption provided by Rule 144 or any other exemption under the
Securities Act or any relevant state or other jurisdiction's
securities laws for the reoffer, resale, pledge or transfer of the
Placing Shares;
42. that, unless it is a QIB in the United States to which the
Placing Shares will be offered on a private placement basis and
which will execute an investor representation letter in a form
provided to it and deliver the same to the relevant Bank (in its
capacity as joint bookrunner and as placing agent of the Company in
respect of the Placing): (i) each of it and each beneficial owner
of the Placing Shares for whom it is acting is, and at the time the
Placing Shares are acquired will be, located outside the United
States, is and will be acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S,
and is not acquiring any of the Placing Shares as a result of any
form of directed selling efforts (as defined in Regulation S); and
(ii) it will not offer or sell, directly or indirectly, any of the
Placing Shares except in an "offshore transaction" in accordance
with Regulation S or in the United States pursuant to an available
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
43. that, if it is resident in Canada:
a. it understands that the offering of the Placing Shares is
being made on a private placement basis only in the provinces of
British Columbia, Alberta, Manitoba, Ontario and Quebec (the
"Canadian Private Placement Provinces") on a basis exempt from the
requirement that the Company prepare and file a prospectus with the
relevant securities regulatory authorities in Canada and as such,
any resale of the Sale Shares must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws;
b. it is resident in one of the Canadian Private Placement Provinces;
c. it purchasing the Placing Shares as principal, or is deemed
to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution;
d. it is not an individual;
e. it is an "accredited investor" as such term is defined in
section 1.1 of National Instrument 45-106 Prospectus Exemptions or,
in Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario), as applicable;
f. it is a "permitted client" as such term is defined in section
1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations;
g. it has not received any offering memorandum (as such term is
defined under Canadian securities law) from any party in respect of
this offering or the Placing Shares;
h. it understand that any resale of the Placing Shares acquired
by it in this offering must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority and that
these resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada; and
i. if it is purchasing the shares from or through Jefferies, it
is hereby notified for the purposes of the international dealer
exemption that is available to broker-dealers registered in a
foreign jurisdiction pursuant to section 8.18(2) of NI 31-103
that:
i. Jefferies is not registered as a securities dealer in any province or territory of Canada;
ii. Jefferies' head office and principal place of business is
located in London, UK;
iii. all or substantially all of the assets of Jefferies may be
situated outside of Canada;
iv. there may be difficulty enforcing legal rights against
Jefferies because of the above;
v. Jefferies' agents for service of legal proceedings in the
relevant Canadian Private Placement Provinces are:
Ontario Québec
Cartan Limited McCarthy Tétrault LLP
Suite 5300 Bureau 2500
Toronto Dominion Bank Tower 1000, rue De La Gauchetière
Toronto, ON M5K 1E6 Ouest
Attn: Andrew Parker Montréal, QC H3B 0A2
Attn: Sonia J. Struthers
Alberta British Columbia
McCarthy Tétrault LLP McCarthy Tétrault LLP
Suite 4000 Suite 2400
421 - 7th Avenue SW 745 Thurlow Street
Calgary, AB T2P 4K9 Vancouver BC V6E 0C5
Attn: John S. Osler Attn: Robin Mahood
Manitoba
MLT Aikins LLP
30th Floor
Commodity Exchange Tower
360 Main Street
Winnipeg MB R3C 4G1
Attn: Richard L. Yaffe
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for its own
benefit and, where relevant, the benefit of its Affiliates and any
person acting on its or their behalf) and are irrevocable. Each
Placee, and any person acting on behalf of a Placee, acknowledges
that none of the Banks nor the Company owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to the allotment and issue to Placees, or
such persons as they nominate as their agents, direct from the
Company of the Placing Shares in question. Neither the Company nor
any of the Banks will be responsible for any UK stamp duty or UK
stamp duty reserve tax (nor for any interest and penalties relating
thereto) arising in relation to the Placing Shares in any other
circumstances.
Additional representations and warranties from U.S. Placees
In addition to the foregoing, by participating in the Placing,
each Placee (and any person acting on such Placee's behalf) who is
located in the United States and subscribing for Placing Shares
being offered under a relevant exemption from the registration
requirements of the Securities Act must execute an investor
representation letter in a form provided to it, pursuant to which
it irrevocably makes the acknowledgements, confirmations,
undertakings, representations, warranties and agreements (as the
case may be and together, the "U.S. Placee Warranties") set out
therein to each of the Banks (in its capacity as joint bookrunner
and as placing agent of the Company in respect of the Placing), in
each case as a fundamental term of its application for Placing
Shares, including, inter alia, U.S. Placee Warranties substantially
to the following effect:
44. that it is a QIB within the meaning of Rule 144A;
45. that it understands and acknowledges that the Placing Shares
are being offered and sold to it in accordance with the exemption
from registration under the Securities Act for transactions by an
issuer not involving a public offering of securities in the United
States or another available exemption and that the Placing Shares
have not been, and will not be, registered under the Securities Act
or with any state or other jurisdiction of the United States, that
the sellers of the Placing Shares may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by
Rule 144A thereunder;
46. that the Placing Shares may not be reoffered, resold,
pledged or otherwise transferred by it except (i) outside the
United States in an offshore transaction pursuant to Rule 903 or
Rule 904 of Regulation S; (ii) in the United States to a person
whom the seller reasonably believes is a QIB to whom notice is
given that the offer, sale or transfer is being made in reliance on
Rule 144A, pursuant to Rule 144A; (iii) pursuant to Rule 144 under
the Securities Act (if available); (iv) to the Company; (v)
pursuant to an effective registration statement under the
Securities Act; or (vi) pursuant to another available exemption, if
any, from registration under the Securities Act, in each case in
compliance with all applicable laws;
47. that it understands and agrees that (i) the Placing Shares
are "restricted securities" as defined in Rule 144(a)(3) under the
Securities Act and that for so long as the Placing Shares are
"restricted securities" (within the meaning of Rule 144(a)(3) under
the Securities Act), it will segregate such Placing Shares from any
other shares that it holds that are not restricted securities,
shall not deposit such shares in any depositary facility
established or maintained by a depositary bank and will only
transfer such Placing Shares in accordance with applicable
restrictions on transfer;
48. that it will notify any transferee to whom it subsequently
reoffers, resells, pledges or otherwise transfers the Placing
Shares of the foregoing restrictions on transfer;
49. that if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, each such account is a
QIB, it has sole investment discretion with respect to each such
account and it has full power and authority to make the
acknowledgements, representations, warranties and agreements herein
on behalf of each such account; and
50. that it is acquiring such Placing Shares for its own account
(or the account of a QIB as to which it has sole investment
discretion) for investment purposes and (subject to the disposition
of its property being at all times within its control) not with a
view to any distribution of the Placing Shares.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. None
of the Banks nor the Company are liable to bear any stamp duty or
stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise: (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares); or (ii) on a sale of
Placing Shares; or (iii) otherwise than under the laws of the
United Kingdom. Each Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue, transfer
or delivery of Placing Shares has given rise to such transfer taxes
undertakes to pay such transfer taxes forthwith, and agrees to
indemnify on an after-tax basis and hold each of the Banks and/or
the Company and their respective Affiliates and any person acting
on its or their behalf harmless from any such transfer taxes
(including any interest or penalties relating thereto). Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, any of the Banks or their respective
affiliates, agents, directors, officers and/or employees pursuant
to this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount)) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Banks or any of their
respective Affiliates may, at its absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that each of the Banks is
receiving a fee in connection with its role in respect of the
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with any of the Banks, any money held in an account with
any of the Banks on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Banks' money in
accordance with the client money rules and will be used by each of
the Banks in the course of its own business; and the Placee will
rank only as a general creditor of the relevant Bank.
All times and dates in this Announcement may be subject to
amendment by agreement between the Joint Global Co-ordinators and
the Company (in their absolute discretion). The relevant Bank shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Acquisition means the proposed acquisition by Bidco of the entire
issued share capital of the Target pursuant to and
in accordance with the terms of the Acquisition
Agreement, which is conditional on the completion
of the transfer of the Target Assets to the Target;
Acquisition Agreement means the sale and purchase agreement dated 11 May
2021 in relation to the acquisition by Bidco of
the entire issued share capital of the Target;
Acquisition Announcement
means the announcement published on 11 May 2021
giving details of the Acquisition, and any other
announcement relating to the Acquisition, the issue
of which is authorised by the Company;
Admission means the admission of the Placing Shares to the
premium listing segment of the Official List and
to trading on the London Stock Exchange's main market
for listed securities;
Affiliate means (except as otherwise provided in this Announcement)
(a) in respect of any of the Banks, its subsidiaries,
branches, associated companies and holding companies
and the subsidiaries of such holding companies,
branches, associated companies and subsidiaries,
and (b) in respect of the Company, as defined in
Rule 405 under the Securities Act;
Announcement means this announcement (including its appendices);
Banks means BofA Securities, Jefferies, Citi and Numis;
Bidco means Helios Towers Bidco Limited;
BofA Securities means Merrill Lynch International;
Bond Issuer means HTA Group, Ltd.;
Bonds has the meaning in paragraph 4 of this Announcement;
Bookbuild means the bookbuilding process to be commenced by
the Banks immediately following release of this
Announcement to use reasonable endeavours to procure
placees for the Placing Shares, as described in
this Announcement and subject to the terms and conditions
set out in this Announcement and the Placing Agreement;
Canadian Private
Placement Provinces means the provinces of British Columbia, Alberta,
Manitoba, Ontario and Quebec
Citi means Citigroup Global Markets Limited
Closing Date means the day on which the transactions effected
in connection with the Placing Agreement will be
settled;
Company means Helios Towers plc;
Convertible Bond
Offering has the meaning in paragraph 4 of this Announcement;
CREST means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755))
in respect of which Euroclear is the Operator (as
defined in the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755));
Disclosure Guidance
and Transparency means (a) the disclosure requirements under Articles
Rules 17, 18 and 19 of the MAR, and (b) the transparency
rules of the FCA published under section 73A(1)
and 89A of the FSMA and forming part of the FCA
Handbook;
Enlarged Group means the Group as enlarged by the Target and the
Target Assets following the Acquisition;
Euroclear means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
EUWA means the European Union (Withdrawal) Act 2018
FCA or Financial
Conduct Authority means the UK Financial Conduct Authority, acting
in its capacity as competent authority for the purposes
of Part VI of the FSMA and in the exercise of its
functions in respect of the admission to the Official
List otherwise than in accordance with Part VI of
the FSMA, including, where the context so permits,
any committee, employee, officer or servant to whom
any function of the FCA may for the time being be
delegated;
FSMA means the Financial Services and Markets Act 2000,
including any regulations made pursuant thereto;
Guarantors means the Company, Helios Towers, Ltd, HTA Holdings,
Ltd, HT Congo Brazzaville Holdco Limited, HT Holdings
Tanzania Ltd., Helios Towers DRC SARL, HT DRC Infraco
SARL, Helios Towers Congo Brazzaville SASU, HTT
Infraco Limited, Helios Towers Ghana Limited, HTG
Managed Services Limited, Towers NL Coöperatief
U.A., McTam International 1 B.V. and McRory Investment
B.V.
Group means the Company and each of its subsidiaries and
subsidiary undertakings including, where the context
requires, any one or more such companies;
Jefferies means Jefferies International Limited
Joint Global
Co-ordinators means BofA Securities, Jefferies and Citi;
Listing Rules means the listing rules of the FCA published under
section 73A(2) of the FSMA and forming part of the
FCA Handbook;
LSE or London
Stock Exchange means London Stock Exchange plc;
MAR means the Market Abuse Regulation (EU) No.596/2014
of the European Parliament and of the Council of
16 April 2014 on market abuse, including the delegated
acts, implementing acts, technical standards and
guidelines under the Market Abuse Regulation;
Material Adverse means a material adverse change, or an event reasonably
Effect likely to result in a material adverse change, in
or affecting the condition (financial, operational,
legal or otherwise) or in the earnings, management,
business affairs, business prospects or financial
prospects of the Group taken as a whole or, following
completion of the Acquisition, the Enlarged Group,
in each case, whether or not arising in the ordinary
course of business;
MiFID II means Directive 2014/65/EU of the European Parliament
and of the Council on markets in financial instruments;
Numis means Numis Securities Limited
Omantel means Oman Telecommunications Company (S.A.O.G);
Ordinary Share means an ordinary share of one penny each in the
capital of the Company;
Placee means any person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment
to acquire Placing Shares has been given;
Placing has the meaning given in paragraph 1 of this Announcement;
Placing Agreement has the meaning given to it in Appendix 1 to this
Announcement;
Placing Price means the price per Placing Share, if any, as may
be agreed between the Banks and the Company, and
as may be specified in the executed Terms of Placing;
Placing Shares has the meaning given in paragraph 1 of this Announcement;
PRA or Prudential
Regulation Authority means the UK Prudential Regulation Authority;
Press Announcements means this announcement, the Acquisition Announcement
and the Pricing Announcement;
Pricing Announcement means the announcement in the agreed form to be
published by the Company following execution of
the Terms of Placing by all of the parties thereto
and giving details of the Placing Price;
PRIIPs Regulation means Regulation (EU) No 1286/2014 (as amended);
Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129 (as
supplemented by Commission delegated Regulation
(EU) 2019/980 and Commission delegated Regulation
(EU) 2019/979);
QIB means a "qualified institutional buyer" within the
meaning of Rule 144A;
Regulation S means Regulation S promulgated under the Securities
Act;
Regulatory Information
Service means an information service that is approved by
the FCA and on the FCA's list of Registered Information
Services;
Relevant Jurisdiction means each of the United States, the member states
of the EEA and the United Kingdom;
Restricted Territory means the United States, Australia, Canada, the
Republic of South Africa or Japan;
Rule 144A means Rule 144A under the Securities Act;
Securities means the Bonds or the Ordinary Shares to be issued
or transferred and delivered upon conversion of
the Bonds and notionally underlying the Bonds;
Securities Act means the U.S. Securities Act of 1933, as amended;
subsidiary has the meaning given to that term in the Companies
Act 2006;
subsidiary undertaking has the meaning given to that term in the Companies
Act 2006;
Target means a to be incorporated holding company to which
the Target Assets will be transferred as a condition
under the Acquisition Agreement;
Target Assets means the passive tower infrastructure assets representing
2,890 sites (which will be transferred with the
related business assets, contracts, liabilities
and certain employees) to be acquired pursuant to
the Acquisition;
Terms and Conditions means the terms and conditions of the Placing set
out in Appendix 1 to this Announcement;
Terms of Placing has the meaning given to it in Appendix 1 to this
Announcement;
UK Market Abuse
Regulation means the Onshored Regulation (EU) No 596/2014
UK PRIIPs Regulation means Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the European Union
(Withdrawal) Act 2018;
UK Prospectus
Regulation means the Onshored Prospectus Regulation (EU) 2017/1129,
Onshored Delegated Regulation (EU) 2019/980 and
Onshored Delegated Regulation (EU) 2019/979;
uncertificated
or in uncertificated means in respect of a share or other security,
form where that share or other security is recorded on
the relevant register of the share or security concerned
as being held in uncertificated form in CREST and
title to which may be transferred by means of CREST;
United Kingdom means the United Kingdom of Great Britain and Northern
or UK Ireland; and
United States means the United States of America, its territories
or U.S. and possessions, any state of the United States
of America, the District of Columbia.
Unless otherwise indicated in this Announcement, all references
to "GBP", "GBP", "pounds", "pound sterling", "sterling", "p",
"pence" and "penny" are to the lawful currency of the UK. All
references to "US$", "$" or "dollars" are to the lawful currency of
the United States of America.
This information is provided by RNS, 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
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END
IOEKZGMVKKDGMZM
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June 15, 2021 11:57 ET (15:57 GMT)
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