Wrap Text
Intention to float announcement
Helios Towers plc
Announcement of Intention to Float
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial
Conduct Authority (“FCA”) and not a prospectus and not an offer of securities for sale in any
jurisdiction, including in or into the United States, Australia, Canada or Japan.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase
any ordinary shares referred to in this announcement except on the basis of information in the prospectus in its
final form (the “Prospectus”) expected to be published by the Company (defined below) in due course in
connection with the proposed admission of its ordinary shares to the premium segment of the Official List of the
Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc and to trading
on the Main Board of the Johannesburg Stock Exchange. A copy of the Prospectus will, following publication,
be available for inspection from the Company’s registered office at Helios Towers, 10th Floor, 5 Merchant
Square West, London W2 1AS and on the Company’s website at www.heliostowers.com.
2 March 2018
Helios Towers plc
Continuing Exceptional Growth on an Established Platform
Helios Towers plc (“Helios Towers” or the “Company” and, together with its subsidiaries, the “Group”) today
announces its intention to proceed with an initial public offering (the “IPO” or the “Offer”). The Company intends
to apply for admission of its ordinary shares (the “Shares”) to the premium segment of the Official List of the
Financial Conduct Authority (the “FCA”) and to trading on the main market of the London Stock Exchange plc
(the “LSE”) (together, “UK Admission”) and for admission and trading as a secondary inward listing on the Main
Board of the Johannesburg Stock Exchange (“JSE”) (“JSE Admission”, and together with UK Admission,
“Admission”). It is expected that Admission will occur in early April 2018. Both are subject to the requisite
approvals of the FCA and JSE, respectively.
The Group is a leading Sub-Saharan telecommunications tower operator that provides essential network
services, flexible infrastructure solutions and reliable power supply to mobile network operators (“MNOs”)
seeking to densify coverage and accelerate their point of service (“PoS”) roll-out, whilst also reducing operating
and capital expenditure. Helios Towers is able to deliver a value product offering and superior service standard
for less than the total ownership cost for the MNO to operate and manage those services themselves.
The Group’s markets represent some of the highest growth telecommunications markets in Sub-Saharan Africa.
Growth in the Group’s markets is driven by (i) attractive demographics, with significant population growth and
more than 70% of the population under the age of 30, (ii) improving macroeconomic environments, (iii) high
demand for mobile data services and (iv) a supportive regulatory framework. The Group owns and operates
more tower sites than any other operator in each of Tanzania, Democratic Republic of the Congo (“DRC”) and
Congo Brazzaville and importantly, enjoys an urban-centric portfolio mix across all of its markets. The Group
has strong market shares as the sole independent towerco in each of Tanzania, DRC and Congo Brazzaville,
and is a leading operator in Ghana, where 77% of its towers are in urban locations.
In the year ended 31 December 2017, the Group had revenue of US$345.0 million and Adjusted EBITDA of
US$146.0 million, representing growth of 32% CAGR and 65% CAGR, respectively, since the year ended 31
December 2015. In addition, the Group has a track record of quarter-on-quarter growth, with expanding Adjusted
EBITDA margins and strong recurring cash flows. Growth momentum continued strongly into the last quarter of
2017, with Q4 Adjusted EBITDA of US$41m, an 11% quarter-on-quarter growth from Q3 2017. Adjusted
EBITDA margin also rose from 42.3% to 46.5% in Q3 and Q4 2017, respectively.
The Group has grown both its overall tower site portfolio and number of tenancies through a number of strategic
asset purchases from MNOs and organic additions of both build-to-suit towers and colocations, to achieve
critical scale and operating leverage in each of its markets. As at 31 December 2017, the Group owned and
operated a total of 6,519 sites with 12,987 tenancies, reflecting a ratio of tenants to sites of 1.99x.
Since 2015, the Group has transformed its operations through a focused Business Excellence strategy, which
has delivered estimated capital expenditure savings of US$36 million during that time and improved service
levels, measured by estimated average weekly power downtime per site, across its portfolio by 85% from Q4
2015 to Q4 2017. The Group increased its Adjusted EBITDA margin from 27.3% to 42.3% between the years
ended 31 December 2015 and 2017, respectively, and to 46.5% in Q4 2017, and is targeting Adjusted EBITDA
margins in the range of 55 to 60% in the medium-term. The Group has also made substantial investment in its
existing tower portfolio which is now highly scalable. The Group estimates 78% of its sites are ready for lease-
up with capacity for a tenancy ratio of c.3.6x in aggregate, at minimal incremental cost.
The Group, which was established in 2009, has its central office in London and had 370 employees as of 31
December 2017. Ahead of the IPO, Helios Towers has appointed Allan Cook, CBE, to act as independent
Chairman of the Board of Directors.
Allan Cook, Chairman of Helios Towers, said today:
“Since joining the business last year, I have been impressed with the commitment, experience and
professionalism I have seen from the management team and across the business. They have created a
disciplined and repeatable business model for driving profitability and growth from tower portfolios in high
growth, developing markets.
I would also like to welcome both Hixonia Nyasulu and Alison Baker to the Board. I am confident their capital
markets expertise, industry and geographical knowledge will provide invaluable guidance as we embark on the
next phase of growth as a listed company.”
Kash Pandya, CEO of Helios Towers, said today:
“Helios Towers is well positioned in one of the most exciting mobile telecommunications markets in the world:
Sub-Saharan Africa. The demographics and growth prospects of the countries we currently serve are compelling
and with our well invested tower-base we can continue to meet the needs of mobile network operators, driving
tenancy ratios, top-line growth, and as a consequence, margin expansion. Our contracted revenues of US$3.1
billion without taking into account any escalation fees (as at 31 December 2017) and long-term contracts with
leading, at or near investment grade rated customers, provide us with a strong and predictable growth model.
Our contractual relationships bring us significant currency protection and our commitment to Business
Excellence is already setting higher standards for our industry across Sub-Saharan Africa.
Helios Towers has achieved a lot since 2009 and I am grateful for the hard work and support of our employees
and the ongoing commitment of our shareholders. A premium listing on the London Stock Exchange and a
secondary listing on the Main Board of the Johannesburg Stock Exchange are important and natural next-steps
in our journey and will provide new investors with an opportunity to participate in our growth.”
Business Highlights
Sole independent tower operator in three of the Group’s four markets with a diversified customer base, footprint
and portfolio composition
? High value product offering with superior service levels, lower total costs of ownership, strategic site
selection and access to an infrastructure network enabling rapid MNO expansion and PoS roll out.
? Approximately 80% of contracted revenues derived from customers with investment-grade or near-
investment grade credit ratings as of 31 December 2017.
? Approximately 64% of the Group’s tower portfolio is strategically located in urban areas, capturing
increasing demand that accompanies rapid urbanisation across the Group’s markets as of 31 December
2017.
Sustainable structural growth drivers in markets underpinned by a supportive regulatory framework
? Leading positions in some of the highest growth countries in Africa and in 3 of the top 10 Sub-Saharan
mobile markets, by number of towers.
? Demographic trends expected to result in an average 37.6% increase in mobile subscribers and 46.5% PoS
growth in the Group’s markets by 2023, higher than the average growth in other major African markets1.
1
Source: Hardiman, January 2018.
? Economic growth driving mobile penetration and data demand requiring further infrastructure investment,
as smartphone adoption across the Group’s markets is projected to increase from 26.2% to 48.7% over the
next three years while data usage across Sub-Saharan Africa is expected to increase significantly to be
more in line with global usage trends1.
? Long term development of mobile infrastructure contributing to tower demand across a region where mobile
connectivity plays a significant role in improving socioeconomic development and fixed line service is not a
viable alternative.
? Supportive regulatory framework across each of the Group’s markets, with local regulators encouraging the
expansion and improved quality of mobile network coverage and tower infrastructure sharing.
Scalable platform for growth
? Track record of purchasing and building towers, and increasing tenancy ratios on sites, with a total of 6,519
sites and 12,987 tenancies as at 31 December 2017, representing CAGR of 9.6% and 13.9%, respectively,
since 31 December 2015.
? Critical scale and natural operating leverage positions the Group to drive further margin enhancement
through the addition of multiple long-term colocation and amendment contracts from new and existing
tenants.
? Significant investment of US$169.2 million on upgrade capital expenditure since 2012 in purchased tower
assets facilitates future lease-up potential for minimal incremental cost; future upgrade capital expenditure
expected to be funded from recurring cash flows generated from historic investment.
? Total capital expenditure for 2018 is expected to be approximately US$90 million, 47% lower than in 2017.
Robust business model with recurring revenue and hard currency protection
? Customer relationships are underpinned by long-term agreements that provide stable, highly predictable
recurring revenue streams and have automatic renewal clauses.
? As at 31 December 2017, the Group had total contracted revenue of US$3.1 billion without taking into
account any escalation fees and a lease-weighted average life across tower contracts of approximately 8.3
years excluding renewal provisions. Following the award of a 15-year contract with Airtel-Tigo in Ghana in
February 2018, which replaces the previous arrangements with Tigo and Airtel, as at 28 February 2018 the
Group had total contracted revenue of approximately US$3.3 billion without taking into account any
escalation fees and a lease-weighted average life across tower contracts of 8.8 years excluding renewal
provisions.
? Contracts regarding future colocations on a ‘take-or-pay’ basis as at 31 December 2017 represented
cumulative committed revenue of US$4.3 million, US$7.9 million and US$20.2 million in the three years
ended 31 December 2018, 2019 and 2020, respectively.
? Contractually hedged against inflation and significant diesel and electricity cost increases typically through
periodic escalation provisions providing for contracted revenue adjustments year on year.
1
Source: GSMA Intelligence Database.
? The Group’s customer contracts mitigate exposure to local currency volatility; 58% of revenue and
approximately 70% of Adjusted EBITDA in FY17 were denominated in hard currencies (US dollars or
currencies pegged to the euro).
Operational excellence through innovative service delivery solutions and initiation of continuous improvement
programme for standard operating practices has delivered initial gains
? Efficiency improvements and operating cost reductions delivered through the Group’s Business Excellence
Programme since 2015, with estimated capital expenditure savings of US$36 million during that time and
supplier optimisation leading to an 80% reduction in supplier base.
? Estimated average weekly power downtime reduced by 85% from Q4 2015 to Q4 2017, equating to an
average downtime of just 3 minutes and 25 seconds per week per tower in Q4 2017 compared to
approximately 23 minutes per week per tower in Q4 2015.
? Developed in-house expertise in mitigating effects of limited and unreliable electricity supplies, which has
improved productivity and reduced site power outages.
? Successfully lowered power consumption and carbon emissions through continuing investment in solar,
battery storage and hybrid technology solutions.
? Extensive experience deploying build-to-suit sites for MNOs, including its proprietary geo-marketing
analysis methods and expertise in site acquisition and regulatory compliance.
? For the year ended 31 December 2017, the Group exceeded the service level targets in its service level
agreements by approximately 82% on a weighted average of its total online sites.
Led by an experienced management team committed to the highest standards of corporate responsibility and
governance
? Members of the senior management team collectively have over 100 years’ experience in the emerging
markets’ telecommunications and power management sectors.
? Track record of successfully developing and expanding the Group’s operations, including the effective
integration of seven major tower asset portfolios since 2009.
? The Group’s core values stress the importance of integrity, partnership and excellence.
? The Group’s centralised headquarters facilitate a high level of consistency, efficiency, control, oversight and
compliance across the operating subsidiaries.
? Management team closely monitors compliance with established principles of good corporate governance
by employing a framework that provides for checks and balances, but uphold the ability to act quickly in the
ordinary course of business.
Reasons for and Overview of the Offer
? Intention to list on the premium segment of the Official List of the UKLA and the Main Board of the JSE.
? The Offer will be made by way of a private placement to institutional investors in the UK and internationally,
in the US to “qualified institutional buyers” (“QIBS”) as defined in and in reliance on Rule 144A under the
U.S. Securities Act of 1933 (the “Securities Act”) or another exemption from registration under the Securities
Act and elsewhere outside of the US in reliance on Regulation S under the Securities Act and in accordance
with locally applicable laws and regulations. In South Africa, the Offer will only be made by way of separate
private placements to (i) selected persons falling within one of the specified categories listed in section
96(1)(a) of the South African Companies Act, 2008 (the “South African Companies Act”) and (ii) selected
persons, acting as principal, acquiring Shares for a total acquisition cost of R1,000,000 or more, as
contemplated in section 96(1)(b) of the South African Companies Act, and to whom the Offer will specifically
be addressed, and only by whom the Offer will be capable of acceptance.
? The Offer will provide the existing shareholders in Helios Towers Africa, Ltd. (“HTA”), including funds
managed by Soros Fund Management LLC, Helios Investment Partners and Albright Capital Management
LLC, RIT Capital Partners plc, International Finance Corporation (“IFC”), IFC African, Latin American &
Caribbean Fund, L.P. (“ALAC Fund”), Millicom Holding B.V. and Bharti Airtel International (Netherlands)
B.V. (together, the “Selling Shareholders”) with an opportunity for a partial realisation of their shareholding
in the Group. The Offer will consist of a secondary offer only, with no primary funds raised.
? An over-allotment option of up to 15% of the base offer size is expected to be made available.
? Immediately following Admission, the Company expects to have a free float of at least 25% of the issued
share capital of the Company.
? Each of the Company, the Directors, certain members of management and the Selling Shareholders will
agree to customary lock-up arrangements in respect of their holding of Shares for a specified period of time
following Admission.
? It is expected that, following Admission, the Company will be eligible for inclusion in the FTSE 250 index.
? Full details of the Offer will be included in the Prospectus expected to be published in due course.
? In relation to the Offer and Admission, BofA Merrill Lynch, Credit Suisse and Standard Bank are acting as
Joint Global Co-ordinators and Joint Bookrunners (with BofA Merrill Lynch acting as Sole Sponsor in relation
to the LSE listing and Standard Bank acting as Sole Sponsor in relation to the JSE listing), and Jefferies
International Limited is acting as Bookrunner.
? The Directors believe the Offer and Admission will position the Group for its next stage of development by:
– enhancing the Group’s public profile;
– supporting the Group’s growth plans;
– giving the Company access to a wider range of capital-raising options which may be of use in the future;
– assisting in the incentivisation and retention of key management and employees; and
– creating a liquid market in the Shares for the Selling Shareholders.
? The Offer will consist of a sale of Shares by the Selling Shareholders only. The Group will not receive any
proceeds from the Offer.
Capital Structure and Dividend Policy
? The Group is highly cash generative and its well-invested portfolio means going forward, non-discretionary
capital expenditure is expected to remain between US$20 million and US$25 million per year with
depreciation on acquired assets expected to reduce in the longer term following higher levels during the
past three years as a result of accelerated depreciation relating to past tower asset purchases.
? Whilst the Company’s first priority is the reinvestment of cash flows in strategic growth opportunities, it
expects to commence paying a dividend commensurate with its financial profile in the medium term. Under
the terms of the US$600 million 9.125 per cent. Senior Notes due 2022 issued by HTA Group Ltd. (a
subsidiary of the Group) (the “Senior Notes”), the Group’s ability to pay dividends is restricted, unless certain
financial covenants are satisfied. Such restrictions will remain in place until the first call date of the Senior
Notes, which is in March 2019, at the earliest.
Media Enquiries
FTI Consulting LLP +44 20 3727 1000
Ed Bridges, Stephanie Ellis
Joint Global Co-ordinator, Joint Bookrunner and Sole Sponsor in relation to the LSE listing
Merrill Lynch International +44 20 7628 1000
Joint Global Co-ordinator and Joint Bookrunner
Credit Suisse Securities (Europe) Limited +44 20 7888 8888
Joint Global Co-ordinator, Joint Bookrunner and Sole Sponsor in relation to the JSE listing
The Standard Bank of South Africa Limited +44 20 3167 5000
Joint Bookrunner
Jefferies International Limited +44 20 7029 8000
Financial Track Record
Year ended 31 December
2015 2016 2017
(US$ in millions, except percentages)
Revenue ................................................... 196.6 282.5 345.0
Revenue Growth ....................................... 43.7% 22.1%
Adjusted EBITDA1 .................................... 53.8 105.2 146.0
Adjusted EBITDA margin2......................... 27.3% 37.2% 42.3%
Net debt3 ................................................... 260.7 378.5 595.2
Operational KPIs Year ended 31 December
2010 2011 2012 2013 2014 2015 2016 2017
Total online sites4 .. 831 2,517 2,710 2,974 4,656 5,424 6,477 6,519
Total colocations5 .. 170 543 1,149 1,681 2,843 4,584 6,032 6,468
Total tenancies6 .... 1,001 3,060 3,859 4,655 7,499 10,008 12,509 12,987
Tenancy ratio ........ 1.20x 1.22x 1.42x 1.57x 1.61x 1.85x 1.93x 1.99x
1
The Group defines “Adjusted EBITDA” as loss for the period, adjusted for loss for the period from discontinued operations, additional tax,
income tax, finance costs, other gains and losses, investment income, share-based payment charges, loss on disposal of property, plant
and equipment, amortisation and impairment of intangible assets, depreciation and impairment of property, plant and equipment, deal costs
relating to unsuccessful tower acquisition transactions or successful tower acquisition transactions that cannot be capitalised, and
exceptional items. Exceptional items are material items that are considered exceptional in nature by management by virtue of their size
and/or incidence.
2
The Group defines “Adjusted EBITDA margin” as Adjusted EBITDA divided by revenue.
3
The Group defines “Net debt” as the Group’s total borrowings (non-current loans and current loans), lease liabilities less cash and cash
equivalents.
4
Refers to total live towers, IBS sites or sites with customer equipment installed on third-party infrastructure that are owned and/or managed
by the Group with each reported site having at least one active customer tenancy as of a given date.
5
Refers to the sharing of tower space by multiple customers or technologies on the same tower.
6
Refers to the individual tower occupancies by each customer as of a given date.
Business Overview
The Group is the sole independent telecommunications tower infrastructure company, and owns and operates
more tower sites than any other operator, in each of Tanzania, DRC and Congo Brazzaville. The Group is also
a leading operator in Ghana where it has a strong and expanding urban presence. The Group’s principal
business is operating owned telecommunications towers and related passive infrastructure in order to provide
tower site space (measured in terms of effective panel area and related services) to large MNOs and other fixed
wireless operators who in turn provide wireless voice and data services to end-user subscribers. The Group’s
customers can use space on existing towers alongside other telecommunications providers, known as
colocation, or commission new towers in unique locations where the customers and the Group do not have
existing infrastructure, known as build-to-suit. The Group also offers comprehensive tower-site related
operational services, including site selection, site preparation, construction, maintenance, security and power
management. As of 31 December 2017, the Group operated 6,519 total online sites with 12,987 tenancies,
reflecting a ratio of tenants to online sites (“tenancy ratio”) of 1.99x.
Founded in 2009, the Group completed its first purchase of tower assets from an MNO in 2010, when it acquired
Tigo’s tower portfolio in Ghana. Over the next seven years, the Group closed six more major tower portfolio
transactions, the most recent being the addition of tower sites purchased in 2017 pursuant to an agreement
with Zantel in Tanzania. As a result, the Group now operates a geographically diverse business with 3,491,
1,819, 384 and 825 total sites as of 31 December 2017 in Tanzania, DRC, Congo Brazzaville and Ghana,
respectively. Helios Towers was the first independent tower company to enter each of its markets, and entered
each in a manner designed to create committed long-term relationships with its key MNO customers and to
provide a sustainable platform for long-term revenue and margin growth.
As a supplier of essential network services to MNOs, the Group’s principal focus is providing flexible and varying
solutions in order to maximise the potential benefit from its customers’ growing requirements for network
expansion and densification in response to demand for communications services that is being driven by
underlying demographic and macroeconomic growth in each of its present markets. The Group seeks to grow
its revenue and margins by adding tenancies, primarily through colocation, building new towers for customers
and amending customers’ existing contracts to enable MNOs to lease more or different tower space. In addition,
the Group believes there are opportunities to add tower portfolios to its current assets, as well as to develop
initiatives to address increasing data communications and storage demand in the form of small-cell solutions,
fibre connectivity to towers and data centres.
The Group provides space on its towers and related services under individual customer tower contracts
governed by long-term MLAs of typically 10 to 15 years in duration, with provision for subsequent multiple
renewals. As of 31 December 2017, the lease-weighted average remaining life of all the Group’s customer tower
contracts was approximately 8.3 years without taking into account renewal provisions, and the Group had total
contracted revenue under agreements with its customers of approximately US$3.1 billion without taking into
account any escalation of fees. Following the award of a 15-year contract with Airtel-Tigo in Ghana in February
2018, which replaces the previous arrangements with Tigo and Airtel, as at 28 February 2018 the Group had
total contracted revenue of approximately US$3.3 billion without taking into account any escalation fees and a
lease-weighted average life across tower contracts of 8.8 years excluding renewal provisions. The fees the
Group’s customers pay under these long-term MLAs are typically indexed to a CPI as well as fuel and electricity
prices to allow for escalation over the life of the agreement and provide a partial hedge against inflation and
diesel and electricity prices, which are strongly correlated with the U.S. dollar. For the year ended 31 December
2017, 87.7 per cent. of the Group’s revenue was attributable to MNO operating subsidiaries of five of the largest
MNO holding companies in Sub-Saharan Africa (Airtel, Millicom, MTN, Orange and Vodacom), each with a long
history of operating in multiple Sub-Saharan African jurisdictions and an investment-grade or near investment-
grade credit rating. An additional 10.9 per cent. of the Group’s revenue for the year ended 31 December 2017
was attributable to subsidiaries of Viettel and Africell, which are more recent but fast-growing entrants to the
mobile market in Sub-Saharan Africa. The Group is well insulated from local currency volatility in its countries
of operation, as revenues and expenses that the Group considers to be U.S. dollar or euro-based contributed
approximately 70 per cent. of the Group’s Adjusted EBITDA for the year ended 31 December 2017.
The Group believes its geographically diverse tower portfolios, leading market positions, diversified customer
base, committed long-term customer relationships, experienced management team and strong operational
capabilities leave it well positioned to capitalise on what the Group expects to be steady high demand for space
on existing and new tower sites in its fast-growing markets. The Group plans to meet this demand primarily by
adding colocation tenancies to its existing tower portfolios. Additional colocations are highly accretive to the
Group’s operating margins, adding significant incremental revenue without requiring a significant increase in
operating expense and typically requiring minimal capital expenditure. Having extended service to an average
of 750 colocations per year (excluding acquired colocations) from 1 January 2011 through 31 December 2017,
the Group had an average annualised lease-up rate (“ALU”) of 0.20x during such period. In addition, the Group
expects that underlying demand for tower space will be reflected in contract amendments as MNOs seek to
upgrade antennae and/or place additional equipment on towers where such MNOs already have a tenancy, to
better enable them to serve the increased data usage of their subscribers.
As a result of the growth in the Group’s overall site portfolio and number of tenancies, the Group’s revenue has
grown from US$196.6 million for the year ended 31 December 2015 to US$282.5 million for the year ended 31
December 2016 and US$345.0 million for the year ended 31 December 2017, and the Group’s Adjusted EBITDA
has increased from US$53.8 million for the year ended 31 December 2015 to US$105.2 million for the year
ended 31 December 2016 and US$146.0 million for the year ended 31 December 2017. The Group has entered
into a number of agreements with its customers regarding future colocation commitments, which provide greater
visibility on contracted revenue. As of 31 December 2017, these agreements, together with existing contracted
revenues, represented US$350.6 million, US$354.4 million and US$365.8 million of total contractually
committed revenue during the years ending 31 December 2018, 2019 and 2020, respectively. The Group
believes that there will be continued opportunities to negotiate such advance colocation commitments with its
customers, furthering its success in securing committed contract revenue and expected Adjusted EBITDA
growth.
Board of Directors
Allan Cook – Chairman
Allan Cook has been a director of HTA since December 2017 and chairman since January 2018. Previously,
Mr. Cook was a non-executive director and chairman of WS Atkins plc from September 2009 to July 2017, when
it was acquired by SNC-Lavalin. He is a chartered engineer with more than 40 years of international experience
in the automotive, aerospace and defence industries. He was chief executive of Cobham plc until December
2009. He has been chairman of Finmeccanica UK Ltd and Selex ES until the end of December 2014. He has
also held senior roles at GEC-Marconi, BAE Systems and Hughes Aircraft. He was deputy chairman of Marshall
of Cambridge (Holdings) Limited until December 2015 and is a member of the operating executive board of JF
Lehman & Company. Mr. Cook is the Industry co-chair of the Defence Growth Partnership. He has been the
lead Non-Executive Member of the Department for Business, Innovation and Skills (until August 2016),
chairman of the UK Trade & Investment’s Advanced Engineering Sector Advisory Board (until October 2013),
chairman of the Sector Skills Council for Science, Engineering and Manufacturing Technologies (until March
2017), president of the Aerospace and Defence Industries Association of Europe and president of the Society
of British Aerospace and Defence Companies. He is a fellow of the Royal Academy of Engineering, where he
was Vice President and served as a trustee until September 2017. He also chairs the Academy’s employer-
focused Diversity Leadership Group. Mr. Cook became a Fellow of the China 48 Group Club in December 2015.
He was awarded a CBE in the Queen’s New Year’s Honours list in 2008 and received an honorary Doctorate
in Science from Cranfield University in 2016.
Kash Pandya – Chief Executive Officer
Kash Pandya has been a director of HTA since August 2015. Previously, Mr. Pandya was at Aggreko, where
he was Managing Director of Aggreko International, with responsibility for Africa, South America, Central
America, India, Asia, Australasia and the Middle East. During his four years in this role, Mr. Pandya expanded
the international business, overseeing launches in over 10 African countries, with Aggreko’s international
business doubling in size throughout this period. Mr. Pandya began his career at the age of 16 through an
engineering apprenticeship. He then went on to complete a master’s degree in Technology Engineering. He
began his progression through engineering and manufacturing companies in 1989, starting at Jaguar before
moving to roles with General Electric and Caradon. In 1999, Mr. Pandya joined APW Ltd., a global technically
enabled manufacturing services company, to lead all operations outside the United States and took the business
through a process of re-engineering and consolidation across 23 factories. In 2004, Mr. Pandya became the
CEO of Johnston Group, a publicly quoted company.
Tom Greenwood – Chief Financial Officer
Tom Greenwood joined the Group in 2010 and has been Chief Financial Officer of HTA since September 2015.
Mr. Greenwood is responsible for all finance and IT activities at the Group. Mr. Greenwood has been
instrumental in raising and managing over US$1.5 billion in gross debt and equity for the Group, as well as
overseeing tower asset portfolio acquisitions and the establishment of new operating companies. Under Mr.
Greenwood’s direction, the Group has established a single SAP group-wide accounting and financial reporting
system, and a centralised financial control function based in London to which all the Group’s operating
companies report. Prior to joining HTA in 2010, Mr. Greenwood was at PricewaterhouseCoopers in the TMT
Transaction Services team, focusing on M&A and refinancings, mainly in the telecommunications sector. Mr.
Greenwood is a qualified chartered accountant of the Institute of Chartered Accountants of England and Wales
(“ICAEW”).
Richard Byrne – Independent Non-Executive Director
Richard Byrne has been a director of HTA since December 2010. Mr. Byrne co-founded TowerCo in 2004 and
has served as President and Chief Executive Officer and has been a member of the board of directors of
TowerCo from its beginning. Prior to that, he served as president of the tower division of SpectraSite
Communications, which grew from 125 towers to more than 8,000 during his tenure. Mr. Byrne served as
national director of business development at Nextel Communications Inc. and was responsible for bringing the
industry’s first major portfolio of wireless carrier towers to market. Mr. Byrne started his wireless career
performing site acquisitions for AT&T Wireless (then McCaw Cellular) in the New York metropolitan area. He
currently serves on the board of directors of WIA, the wireless infrastructure trade association in the USA.
Alison Baker – Independent Non-Executive Director
Alison Baker was appointed a director of the Company on 20 February 2018. She has a background of over 25
years in auditing, capital markets and assurance services with extensive emerging markets experience,
including Africa. She is currently a non-executive director at KAZ Minerals plc and Centamin plc and is a member
of the Strategic Advisory Board at Emperor, a leading UK creative communication agency. Ms. Baker was, until
January 2017, a Partner at PriceWaterhouseCoopers LLP and prior to that, a Partner at Ernst & Young LLP.
She is a qualified chartered accountant of the ICAEW and earned a BSc in Mathematical Sciences from Bath
University. Ms. Baker is also a Trustee of the Restoration of Appearance and Function Trust (RAFT) charity.
Hixonia Nyasulu – Independent Non-Executive Director
Hixonia Nyasulu was appointed as a Director of the Company on 20 February 2018. Ms. Nyasulu has global
experience across multiple sectors in South Africa and Europe for blue-chip companies, and also on the Banking
Enquiry panel for the South African Competition Commission. She held numerous management roles at
Unilever in South Africa between 1978 and 1984, and subsequently founded two highly successful companies.
Ms. Nyasulu has substantial experience as a non-executive director and served on the board of Unilever plc for
nine years until 2016 and was a non-executive director and subsequently chairman of Sasol Ltd between 2006
and 2013. She has also served on the boards of Anglo Platinum Ltd and the Development Bank of Southern
Africa, been vice-Chairman of Nedbank and served as a member of the JPMorgan Advisory Board for South
Africa until October 2013. Ms. Nyasulu earned a BA degree in Social Work and Honours Psychology from the
University of Zululand. She also completed programmes at the IMD in Lausanne and the Arthur D. Little
Management Institute in Cambridge, Massachusetts.
Temitope Lawani – Non-Executive Director
Temitope Lawani was a founder of Helios Towers and has been a director of HTA since February 2010. He is
a co-founder and Managing Partner of Helios Investment Partners, an Africa-focused private investment firm
with over US$3 billion in capital commitments. Prior to forming Helios Investment Partners, he was a Principal
at TPG Capital, a leading global private equity firm, where he had a lead role in the execution of several
leveraged buyout and venture capital investments, including the acquisitions of Burger King Corp., Debenhams
plc., J. Crew Group, and Scottish & Newcastle Retail. Mr. Lawani began his career as a Mergers & Acquisitions
and Corporate Development Analyst at the Walt Disney Company. He serves on the Boards of Directors of Vivo
Energy, Bayport Management Limited, Mall for Africa, Off Grid Electric, OVH Energy, and Axxela. He also
serves as a member of the Harvard Law School Dean’s Advisory Board, the MIT School of Engineering Dean’s
Advisory Council, and on the Boards of Directors for the Emerging Markets Private Equity Association and The
END Fund. He has previously served on the Overseers’ Visiting Committee of the Harvard Business School
and the MIT OpenCourseWare Advisory Board. Mr. Lawani received a B.S. in Chemical Engineering from the
Massachusetts Institute of Technology, a Juris Doctorate (cum laude) from Harvard Law School and an MBA
from Harvard Business School.
Waldemar Szlezak – Non-Executive Director
Waldemar Szlezak has been a director of HTA since January 2010. Mr. Szlezak is also a Senior Managing
Director at Soros Fund Management LLC (“SFM”), where he is a member of the Strategic Investments Group
focusing on the Telecommunications, Media and Technology and Real Estate sectors. Mr. Szlezak joined SFM
in 2006, serving as a Principal and Managing Director in the private equity group of SFM. Prior to SFM, Mr.
Szlezak served as an Associate at Soros Private Equity Investors / TowerBrook Capital Partners L.P. and prior
to that, in the Mergers & Acquisitions Investment Banking group at Credit Suisse First Boston. Mr. Szlezak
currently serves on the board of directors of Spear Cayman GP LLC (parent of euNetworks Group Lmtd.),
Hyperoptic Ltd, TowerCo IV LLC, Atlantica Investment Holdings Ltd, GSRP LLC, Quattro Parent LLC and as an
advisory board member to Encore Housing Opportunity Fund, L.P and GP Invitation Fund I. Mr. Szlezak formerly
served on the boards of Guinness Peat Group plc (LSE: GPG), Coats plc (LSE: COA), Diamond Resorts
International (NYSE: DRII), TowerCo LLC (acquired by SBA Communications), TowerCo II LLC (acquired by
SBA Communications), TowerCo 2013 LLC (acquired by Grain Infrastructure II, L.P.), ExteNet Systems Inc.
(acquired by Digital Bridge Holdings and Stonepeak Infrastructure Partners) and Salt Creek Hospitality, LLC.
Mr. Szlezak earned his B.S. Industrial Engineering and Operations Research from Columbia University and his
B.A. in Mathematics from Knox College in Galesburg.
Definitions of Non-IFRS Measures
Adjusted EBITDA
Loss for the period, adjusted for loss for the period from discontinued operations, additional tax, income tax,
finance costs, other gains and losses, investment income, share-based payment charges, loss on disposal of
property, plant and equipment, amortisation and impairment of intangible assets, depreciation and impairment
of property, plant and equipment, deal costs relating to unsuccessful tower acquisition transactions or successful
tower acquisition transactions that cannot be capitalised, and exceptional items. Exceptional items are material
items that are considered exceptional in nature by management by virtue of their size and/or incidence.
Adjusted EBITDA Margin
Adjusted EBITDA divided by revenue.
Net Debt
The Group’s total borrowings (non-current loans and current loans), lease liabilities less cash and cash
equivalents.
Disclaimer
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company,
has been approved by Merrill Lynch International solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000 (as amended).
The information contained in this announcement is for background purposes only and does not purport to be
full or complete. No reliance may be placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United States and the District of Columbia), Australia,
Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation
of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for,
or otherwise invest in, securities in the United States, Australia, Canada, Japan or in any jurisdiction to whom
or in which such offer or solicitation is unlawful. The Shares referred to herein may not be offered or sold in the
United States unless registered under the United States Securities Act of 1933 (the “Securities Act”) or offered
in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and
sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to
herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in the
United States, Australia, Canada, Japan, or elsewhere.
This announcement does not constitute or form a part of any offer or invitation to sell or issue or any solicitation
of any offer or advertisement to purchase and/or subscribe for Shares or any other securities in South Africa,
including an offer to the public for the sale of, or subscription for, or the solicitation of an offer to buy and/or
subscribe for, shares as defined in the South African Companies Act No. 71 of 2008 (“South African Companies
Act”), as amended and will not be distributed to any person in South Africa in any manner that could be
construed as an offer to the public in terms of the South African Companies Act. In South Africa, the Offer will
only be made by way of separate private placements to: (i) persons falling within one of the specified categories
listed in section 96(1)(a) of the South African Companies Act; or (ii) persons who subscribe, as principal, for
Shares at a minimum aggregate subscription price of R1,000,000, as envisaged in section 96(1)(b) of the South
African Companies Act (collectively, “South African Qualifying Investors”), and to whom the Offer will specifically
be addressed, and only by whom the Offer will be capable of acceptance. Accordingly: (i) the information
contained in this announcement does not constitute, nor form part of, any offer or invitation to sell or issue, or
any solicitation of any offer or invitation to purchase any Shares or any other securities and is not an offer to the
public as contemplated in the South African Companies Act; and (ii) this announcement does not, nor does it
intend to, constitute a “registered prospectus”, as contemplated by the South African Companies Act. This
announcement is not an “advertisement” as contemplated in section 98 of the South African Companies Act.
The information contained in this announcement constitutes factual information as contemplated in section
1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended and
should not be construed as an express or implied recommendation, guide or proposal that any particular
transaction in respect of the Shares or in relation to the business or future investments of the Company is
appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and
nothing in this announcement should be construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa.
In any member state of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this
announcement and any offer if made subsequently is directed only at persons who are “qualified investors”
(“Qualified Investors”) within the meaning of the Prospectus Directive (Directive 2003/71/EC and any
amendments thereto, including Directive 2010/73/EU), and any implementing measures in each Relevant
Member State (the “Prospectus Directive”). In the United Kingdom, this announcement is being distributed only
to and is directed only at Qualified Investors who (i) 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”), (ii) fall within Article 49(2)(A) to (D) of the Order, or (iii) are persons to
whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be
engaged in with such persons and it should not be relied on by anyone other than such persons.
This announcement may include 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 “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or,
in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements reflect the Company’s current view with respect to future
events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating
to the Company’s business, results of operations, financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.
Each of the Company, Merrill Lynch International, Credit Suisse Securities (Europe) Limited, The Standard
Bank of South Africa Limited and Jefferies International Limited and their respective affiliates as defined under
Rule 501(b) of Regulation D of the Securities Act (“affiliates”), expressly disclaims any obligation or undertaking
to update, review or revise any forward looking statement contained in this announcement whether as a result
of new information, future developments or otherwise.
Any subscription or purchase of Shares in the proposed Offer should be made solely on the basis of the
information contained in the Prospectus to be issued by the Company in connection with the Offer. The
information in this announcement is subject to change. Before subscribing for or purchasing any Shares,
persons viewing this announcement should ensure that they fully understand and accept the risks which will be
set out in the Prospectus when published. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness. This announcement does not constitute or
form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for
any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of,
or be relied on in connection with, any contract therefor.
The dates of UK Admission and JSE Admission may be influenced by a variety of factors which include market
conditions. There is no guarantee that Admission will occur and you should not base your financial decisions
on the Company’s intentions in relation to Admission at this stage. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons
considering making such investments should consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation concerning the Offer. The value of
shares can decrease as well as increase. Potential investors should consult a professional advisor as to the
suitability of the Offer for the person concerned.
None of Merrill Lynch International, Credit Suisse Securities (Europe) Limited, The Standard Bank of South
Africa Limited and Jefferies International Limited or any of their respective 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 the
Company, its 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 the announcement
or its contents or otherwise arising in connection therewith.
Each of Merrill Lynch International, Credit Suisse Securities (Europe) Limited, The Standard Bank of South
Africa Limited and Jefferies International Limited is acting exclusively for the Company and no-one else in
connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer
and will not be responsible to anyone other than the Company for providing the protections afforded to their
respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
Each of Merrill Lynch International and Credit Suisse Securities (Europe) Limited is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority
in the United Kingdom. Jefferies International Limited is authorised and regulated by the Financial Conduct
Authority. The Standard Bank of South Africa Limited is regulated by the South African Reserve Bank.
In connection with the Offer, each of Merrill Lynch International, Credit Suisse Securities (Europe) Limited, The
Standard Bank of South Africa Limited and Jefferies International Limited and any of their respective affiliates,
may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer
to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related
investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once
published, to the Shares being issued, 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 Merrill Lynch
International, Credit Suisse Securities (Europe) Limited, The Standard Bank of South Africa Limited and
Jefferies International Limited and any of their respective affiliates acting in such capacity. In addition, Merrill
Lynch International, Credit Suisse Securities (Europe) Limited, The Standard Bank of South Africa Limited,
Jefferies International Limited and any of their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with which they may from time to time
acquire, hold or dispose of Shares. None of Merrill Lynch International, Credit Suisse Securities (Europe)
Limited, The Standard Bank of South Africa Limited and Jefferies International Limited nor any of their respective
affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
In connection with the Offer, Merrill Lynch International, as stabilisation manager, or any of its agents, may (but
will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other
transactions with a view to supporting the market price of the Shares at a level higher than that which might
otherwise prevail in the open market. Merrill Lynch International is not required to enter into such transactions
and such transactions may be effected on any stock market, over-the-counter market, stock exchange or
otherwise and may be undertaken at any time during the period commencing on the date of the commencement
of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days
thereafter. However, there will be no obligation on Merrill Lynch International or any of its agents to effect
stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such
stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will
measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or
regulation, neither Merrill Lynch International nor any of its agents intends to disclose the extent of any over-
allotments made and/or stabilisation transactions conducted in relation to the Offer.
In connection with the Offer, Merrill Lynch International at stabilisation manager, may, for stabilisation purposes,
over-allot Shares up to a maximum of 15% of the total number of Shares comprised in the Offer. For the
purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of
Shares effected by it during the stabilisation period, Merrill Lynch International will enter into over-allotment
arrangements pursuant to which Merrill Lynch International may purchase or procure purchasers for additional
Shares up to a maximum of 15% of the total number of Shares comprised in the Offer (the “Over Allotment
Shares”) at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice
by Merrill Lynch International, at any time on or before the 30th calendar day after the commencement of
conditional trading of the Shares on the London Stock Exchange. Any Over-allotment Shares made available
pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made
or paid on the Shares, will be purchased on the same terms and conditions as the Shares being issued or sold
in the Offer and will form a single class for all purposes with the other Shares.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II
Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Shares have been subject to a product approval process, which has
determined that the 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 as defined in MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may
decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no
capital protection; and an investment in the 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the 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 MiFID II; 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 Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and
determining appropriate distribution channels.
2 March 2018
Date: 02/03/2018 08:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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