HTA Group Ltd - Tender Offer - Launch (Update)

HELIOS TOWERS ANNOUNCES CASH TENDER OFFER FOR UP TO U.S.$400 MILLION AGGREGATE PRINCIPAL AMOUNT OF 7.000% SENIOR NOTES DUE 2025 (& NEW FACILITIES ANNOUNCEMENT)

14 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Helios Towers

"September 14, 2023 - HTA Group, Ltd (the "Offeror"), an indirect wholly owned subsidiary of Helios Towers plc (the "Company"), announces the launch of its offer to purchase for cash (the "Tender Offer") up to U.S.$400 million aggregate principal amount (the "Maximum Tender Amount") of the 7.000% Senior Notes due 2025 issued by the Offeror (the "Notes") under an indenture dated June 18, 2020 (as amended or supplemented, the "Indenture"). The Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated September 14, 2023 (the "Offer to Purchase"), which is available, subject to holder registration and applicable restrictions, via the tender offer website (the "Tender Offer Website"): https://projects.morrowsodali.com/HTA.

The Offeror reserves the right to increase or decrease the Maximum Tender Amount at its sole discretion.

The Tender Offer will expire at 5:00 p.m., New York City time, on October 13, 2023, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 p.m., New York City time, on September 27, 2023 (such time and date, as the same may be extended, the "Withdrawal Deadline").

To receive the Early Tender Consideration (as defined below), which includes an early tender payment of U.S.$30 per U.S.$1,000 principal amount of the Notes accepted for purchase pursuant to the Tender Offer (the "Early Tender Payment"), holders must validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on September 27, 2023, unless extended (such time, as the same may be extended, the "Early Tender Time"). Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration, which is an amount equal to the Early Tender Consideration (as defined below) minus the Early Tender Payment.

The following table sets forth certain terms of the Tender Offer:"

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"Helios Towers announces New Facilities and capped US$400m tender offer of the Senior Notes

London, 14 September 2023: Helios Towers plc ("Helios Towers", the "Company"), the independent telecommunications infrastructure company, is pleased to announce that it has signed a new five-year up to US$600m term loan facilities agreement ("New TL") and up to US$120m revolving credit facility agreement ("New RCF") (together the "New Facilities"), with the New Facilities ranking pari passu with the 7.000% Senior Notes due 2025 issued by HTA Group, Ltd (the "Senior Notes").

The proceeds of the New TL will be used to (a) fund a cash tender offer for up to US$400m of the Senior Notes, which the Company announced today, and is subject to the conditions set forth in the offer to purchase dated 14 September 2023, (b) repay the US$65m drawn on the existing term loan facility dated 8 June 2020 ("2020 TL"), with cancellation of the remaining undrawn commitments, together with payment of associated fees, costs and expenses and (c) fund general corporate purposes. The New RCF will replace the Company's existing and undrawn US$70m RCF dated 8 June 2020 ("2020 RCF") in full.

The New Facilities feature a 1ppt tighter opening margin1 compared to the 2020 TL and 2020 RCF being refinanced, reflecting the diversification, increased hard-currency earnings and scale achieved by the Company over the past three years. The New TL also extends the average remaining life of the Company's debt, supports proactively addressing the 2025 Senior Notes maturity and represents an expansion of Helios Towers' banking group.

1 The New TL margin features a leverage ratchet, allowing the margin to be adjusted up or down depending on the Company's reported net leverage. The 1ppt reduction from the 2020 TL and 2020 RCF is calculated using Company estimated net leverage for Q3 23, with the margin expected to further reduce as the Company continues its focus on deleveraging."

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HELIOS TOWERS ANNOUNCES CASH TENDER OFFER FOR UP TO U.S.$400 MILLION AGGREGATE PRINCIPAL AMOUNT OF 7.000% SENIOR NOTES DUE 2025

14 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Helios Towers

Details to follow.