LAUNCH PRESS
RELEASE
Not
for publication or distribution in the United States, Australia,
Canada, Japan or South Africa or in any other jurisdiction in which
offers or sales would be prohibited by applicable
law
Arbejdsmarkedets Tillægspension ("ATP" or the "Seller") is selling
approximately 50.6 million ordinary shares that it owns in
Helios Towers plc (the "Company") (the "Shares") (the "Sale") and that an accelerated
bookbuilt offering of the Shares to institutional investors is
launching post-market close today. This press release is not and
does not constitute an offer to sell and there will be no
public offering of the Shares in any
jurisdiction.
BofA Securities is acting as Sole Bookrunner on
the accelerated bookbuilt offering.
The close of the bookbuild process and the
results of the Sale will be announced as soon as practicable
thereafter.
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The contents of this announcement have
been prepared by and are the sole responsibility of
Arbejdsmarkedets Tillægspension.
The distribution of this announcement
and the offer and sale of the Shares in certain jurisdictions may
be restricted by law and persons into whose
possession this document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The Shares are not being offered to
the public in any jurisdiction and may not be offered to the public
in any jurisdiction in circumstances which would require the
preparation or registration of any prospectus or offering document
relating to the shares in such jurisdiction. This announcement is
not an offer of securities for sale in any jurisdiction, including
the United States, Canada, South Africa,
Australia or Japan. No action has been taken
by the Seller, BofA Securities Europe SA (the "Sole Bookrunner") or any of their
affiliates to permit a public offering of the shares or possession
or distribution of this announcement in any jurisdiction where
action for that purpose is required. Neither
this announcement nor anything contained herein shall form the
basis of, or be relied upon in connection with, any offer or
purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the
solicitation of an offer to buy any securities in the United States
or in any other jurisdiction.
The securities referred to herein have
not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States
without registration thereunder or except pursuant to an available
exemption therefrom.
In member states of the European
Economic Area (the "EEA"),
this announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"). In
the United Kingdom this announcement and any offer if made
subsequently is directed exclusively at persons who are "qualified
investors" within the meaning of the UK Prospectus Regulation
(Regulation (EU) 2017/1129) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article
49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together with Qualified
Investors in the EEA being referred to herein as "Relevant Persons"). This document is
directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. This announcement is not an offer of securities or
investments for sale nor a solicitation of an offer to buy
securities or investments in any jurisdiction where such offer or
solicitation would be unlawful. No action has been
taken that would permit an offering of the securities or possession
or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required to inform themselves about and
to observe any such restrictions.
In connection with the sale of the Shares, the
Sole Bookrunner and any of its affiliates may take up a portion of
the Shares in the Sale as a principal position and in that capacity
may retain, purchase, sell, offer to sell for their own accounts
such Shares and other securities of the Company or related
investments in connection with the Sale or otherwise.
Accordingly, references in this announcement to the Shares being
sold, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Sole Bookrunner and any of
its affiliates acting in such capacity. In addition the Sole
Bookrunner and any of its affiliates may enter into financing
arrangements (including swaps or contracts for differences) with
investors in connection with which the Sole Bookrunner and any of
its affiliates may from time to time acquire, hold or dispose of
Shares. The Sole Bookrunner does not intend to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
A communications that a transaction is
or that the book is "covered" (i.e. indicated demand from investors
in the book equals or exceeds the amount of the securities being
offered) is not any indication or assurance that the book will
remain covered or that the transaction and securities will be fully
distributed by the Sole Bookrunner. The Sole Bookrunner reserves
the right to take up a portion of the securities in the offering as
a principal position at any stage at its sole discretion, inter
alia, to take account of the objectives of the seller, MiFID II
requirements and in accordance with allocation policies.
Neither the Sole Bookrunner nor any of its or
its affiliates' directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to Arbejdsmarkedets
Tillægspension, Helios Towers plc, their respective subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
The Sole Bookrunner is acting on behalf
of the Seller and no one else in connection with any offering
of the Shares and will not be responsible to any other person for
providing the protections afforded to any of its clients or for
providing advice in relation to any offering of the
Shares.
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