Not
for release, 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
This
announcement contains inside information
Further to their announcement on 18 June 2024,
Newlight Partners LP ("Newlight") and RIT Capital Partners plc
("RIT") announce that
Newlight and RIT (together, the "Sellers" and each a "Seller") have sold 37.6 million
ordinary shares in total, or 18.8 million ordinary shares each, in
Helios Towers plc (the "Company") (the "Sale Shares") at a price of £1.15 per Sale
Share for a total aggregate amount of gross proceeds of
approximately £43.2 million (the "Sale").
Following settlement of the Sale, which is expected to
take place on 21 June 2024, Newlight will hold approximately 13.2
per cent. and RIT will hold approximately 3.2 per cent. of the
Company's issued ordinary share capital. Subject to certain
customary exceptions and waiver by the Joint Bookrunners (such
waiver not to be unreasonably withheld or delayed), the Sellers
have severally agreed to a 90-day lock-up period from the date of
pricing of the Sale in relation to their remaining ordinary shares
in the Company.
BofA Securities and Jefferies International
Limited acted as Joint Global Coordinators and Joint Bookrunners on
the accelerated bookbuilt offering.
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The contents of this announcement have
been prepared by and are the sole responsibility of Newlight
Partners LP and RIT Capital Partners plc.
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, Australia Canada, Japan
or South Africa. No action has been taken by
the Sellers, Merrill Lynch International, Jefferies
International Limited (the "Joint
Bookrunners") 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 the 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 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, any of the Joint
Bookrunners and any of their affiliates may take up a portion of
the Sale Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such
Sale Shares and other securities of the Company. or related
investments in connection with the Sale or otherwise.
Accordingly, references in this announcement to the Sale 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, any of the Joint
Bookrunners and any of their affiliates acting in such
capacity. In addition any of the Joint Bookrunners and any of
their affiliates may enter into financing arrangements (including
swaps or contracts for differences) with investors in connection
with which the Joint Bookrunners and any of its affiliates may from
time to time acquire, hold or dispose of Sale Shares. The Joint
Bookrunners do 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 communication 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 Joint Bookrunner(s). The Joint Bookrunner(s)
reserve the right to take up a portion of the securities in the
offering as a principal position at any stage at their sole
discretion, inter alia, to take account of the objectives of the
Sellers, UK MiFID II requirements and in accordance with allocation
policies.
None of the Joint Bookrunners or any of their or
their 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 Newlight
Partners LP, RIT Capital Partners plc, the Company, 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.
Each of the Joint Bookrunners is acting on
behalf of the Sellers 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.
This document includes statements that are, or
may be deemed to be, forward-looking statements. These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or
other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not
historical facts. Any forward-looking statements are subject to
risks relating to future events and assumptions. No assurances can
be given that the forward-looking statements in this document will
be realised. As a result, no undue reliance should be placed on
these forward-looking statements as a prediction of actual results
or otherwise.