June 17, 2021 - Further to its announcement on June 14, 2021, IHS Netherlands Holdco B.V. (the 'Issuer'), a wholly-owned subsidiary of IHS Holding Limited (the 'Company'), announces that it has obtained consents to certain amendments (the 'Proposed Amendments') from Holders of a majority in aggregate principal amount of its 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') to amend 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) (the 'Company Group'), which would be subject to the covenants and events of default under the Indenture (as amended).

Accordingly, today the Issuer, the Company, the Trustee and certain guarantors executed a supplemental indenture giving effect to the Proposed Amendments (the 'Supplemental Indenture'). Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the consent solicitation statement dated June 14, 2021 (the 'Consent Solicitation Statement').

The Solicitation will expire at 5:00 p.m. (New York time) on June 18, 2021 (the 'Expiration Time'). If it elects for the Proposed Amendments to become operative, the Issuer will make consent payments of U.S.$5.00 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 (the 'Consent Payment') 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. If the Consent Payment has not been paid on or prior to such time, then the Proposed Amendments shall not be given operative effect and the rights of all Holders will continue as they were set forth in the Indenture immediately prior to the Effective Time. Subject to the satisfaction (or waiver) of the Relevant Conditions, including the payment of the Consent Payment, the Proposed Amendments set forth in the Supplemental Indenture will be binding on all Holders of the Notes whether or not such Holders have consented to the Proposed Amendments.

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

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Wendel SE published this content on 17 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 June 2021 08:00:03 UTC.