IHS Netherlands Holdco B.V. Announcement of Consent Solicitation for USD Notes

Announcement of Solicitation of Consents relating to

June 14, 2021 — IHS Netherlands Holdco B.V. (the “Issuer”), a wholly-owned subsidiary of IHS Holding Limited (the “Company”), has announced today that it has commenced a consent solicitation (the “Solicitation”) in respect of all of their outstanding 7.125% Senior Notes due 2025 (the “2025 Notes”) and 8.000% Senior Notes due 2027 (the “2027 Notes”, and with the 2025 Notes, the “Notes”). The Solicitation will expire at 5:00 p.m. (New York time) on June 18, 2021 (the “Expiration Time”), unless extended, amended or terminated.

The Issuer is soliciting consents from the holders (the “Holders”) of the Notes for certain amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) such that the Company would become the parent of the “restricted group” under the Notes, which would result in the expansion of the “restricted group” to encompass the Company and all of the Company’s subsidiaries (other than any unrestricted subsidiaries), including, for the avoidance of doubt, the Nigeria Group (as defined in the Consent Solicitation Statement) (the “Company Group”), which would be subject to the covenants and events of default under the Indenture (as amended).  The terms and conditions of the Solicitation are as set forth in a consent solicitation statement dated June 14, 2021 (the “Consent Solicitation Statement”). Capitalized terms used in this announcement and not defined herein have the meanings given to them in the Consent Solicitation Statement.

Upon the terms and subject to the satisfaction or waiver of all of the applicable conditions set forth in this Consent Solicitation Statement, the total consideration for each U.S.$1,000 in principal amount of Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Revocation Deadline will be U.S.$5.00 which will be payable within three (3) Business Days following the Expiration Time by the Issuer in consideration for and in respect of the consents relating to the Proposed Amendments.

For a detailed statement of the terms and conditions of the Solicitation, Holders of the Notes should refer to the Consent Solicitation Statement in respect of the Notes.

The Consent Solicitation Statement will be made available to the Holders of the Notes by Lucid Issuer Services Limited, the Tabulation Agent for the Solicitation. The Issuer has engaged Goldman Sachs Bank Europe SE and Standard Chartered Bank to act as the Solicitation Agents for the Solicitation.

Copies of the Consent Solicitation Statement may be obtained from Lucid Issuer Services Limited, the Tabulation Agent for the Solicitation at:

The Company’s website address is www.ihstowers.com. The site provides access to the Company’s historical financial information and an investor presentation dated June 14, 2021. The content of the Company’s website is not incorporated by reference into this announcement.

Under no circumstances shall the Solicitation constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for any Notes in any jurisdiction. 

Cautionary Statement

This notice is for informational purposes only and the Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement. The Solicitation is not made, and consents are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such Solicitation or grant such consent.