IHS Holding raises $207.9M in 2030 senior notes
Rhea-AI Filing Summary
IHS Holding Ltd (IHS) is refinancing part of its debt stack by agreeing to sell an additional $200,000,000 principal amount of 7.875% Senior Notes due 2030 in a Regulation S private placement. The new notes price at 101.7500%, for gross proceeds of $207,875,000, and will form a single series with the existing $550,000,000 7.875% notes issued in 2024 after a 40‑day Regulation S period. The notes mature on May 29, 2030, pay semi‑annual interest at 7.875%, and are expected to yield 7.3239% to maturity.
IHS intends to use the new proceeds primarily for the redemption of its 5.625% Senior Notes due 2026, plus related fees and expenses, with any remainder for general corporate purposes. In a separate conditional notice, IHS calls for the redemption of the entire outstanding $200 million principal of the 2026 notes on or after September 9, 2026 at 100.000% of principal plus about $3,125,000 of accrued interest, subject to receiving sufficient financing proceeds. The 2030 notes include standard high‑yield features such as make‑whole and call schedules, an equity claw of up to 40% before November 29, 2026, and a Change of Control put at 101%.
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Filing Explained
The refinancing is not yet complete: both the new notes and the proposed 2026-note redemption remain contingent on financing and closing conditions.
The announced refinancing is not complete: the new notes remain subject to customary closing conditions, while redemption of the 2026 notes depends on IHS receiving sufficient financing cash.
If that condition is not satisfied or waived by
Until the condition is satisfied or waived, the 2026 notes are not deemed due and payable. The new notes are expected to consolidate with the existing series about 40 days after the
Key Figures
Key Terms
Regulation S regulatory
Make-Whole Call financial
Equity Claw financial
Change of Control financial
Yield to Maturity financial
Additional Amounts financial
FAQ
What new debt is IHS (IHS) issuing in this 6-K?
What are the key pricing terms of the new IHS (IHS) 2030 notes?
How will IHS (IHS) use the proceeds from the new note issuance?
What does the conditional redemption of IHS’s 2026 notes involve?
When is the expected redemption date for IHS (IHS) 2026 notes?
What call and change of control protections apply to the new IHS 2030 notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2026
Commission File Number: 001-40876
IHS Holding Limited
(Exact Name of Registrant as Specified in Its Charter)
1 Cathedral Piazza
123 Victoria Street
London SW1E 5BP
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On August 25, 2026 IHS Holding Limited (the “Company”) issued (1) an announcement regarding the sale of an additional U.S.$200,000,000 principal amount of its 7.875% Senior Notes due 2030 (the “New Notes Announcement”), and (2) a conditional notice of redemption of the Company’s outstanding 5.625% Senior Notes due 2026 (the “Redemption Notice”). The New Notes Announcement and the Redemption Notice are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, hereto.
| Exhibit No. |
Description | |
| 99.1 | New Notes Announcement | |
| 99.2 | Redemption Notice | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IHS Holding Limited | ||
| Date: August 25, 2026 | By: | /s/ Steve Howden |
| Steve Howden | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
August 25, 2026
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
IHS Holding Limited announces sale of additional U.S.$200,000,000 principal amount of its 7.875% Senior Notes due 2030
IHS Holding Limited (the “Issuer”) announces that it has agreed to sell an additional U.S.$200,000,000 principal amount of its 7.875% Senior Notes due 2030 (the “New Notes”) in a private placement. The terms of the New Notes are set forth in the attached annex.
The issuance of the New Notes is subject to customary closing conditions and settlement is expected to occur on or around September 9, 2026. The New Notes will be issued under the Issuer’s existing indenture dated November 29, 2024 and will be part of the same series of notes as the Issuer’s existing U.S.$550,000,000 7.875% Senior Notes due 2030 (the “Existing Notes” and together with the “New Notes”, the “Notes”).
The New Notes will be issued in reliance on Regulation S under the Securities Act (as defined below) and will initially bear a temporary Common Code and temporary ISIN that differ from those of the Existing Notes. After the time period specified in Regulation S, which is expected to be 40 days after the issue date of the New Notes, the New Notes will be consolidated and form a single series with the Existing Notes.
The Issuer intends to use the proceeds from the offering of the New Notes for (i) redemption of the Issuer’s outstanding 5.625% Senior Notes due 2026 (the “2026 Notes”); (ii) payment of fees and expenses relating to the redemption of the 2026 Notes and the offering of the New Notes; and (iii) general corporate purposes.
Application will be made to The International Stock Exchange Authority Limited for the listing of and permission to deal in the New Notes on the Official List of The International Stock Exchange.
For further information please email investorrelations@ihstowers.com or visit www.ihstowers.com
Important Notice
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The Notes and the related guarantees thereof (together, the “Securities”) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. The Issuer does not intend to register any portion of the offering of the Securities in the United States or to conduct a public offering of the Securities in the United States.
Promotion of the Securities in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Securities are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Securities will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In Member States of the European Economic Area and the United Kingdom, the Securities are being offered solely to “qualified investors” as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) and accordingly the offer of Securities is not subject to the obligation to publish a prospectus within the meaning of the Prospectus Regulation or the POATRs.
This announcement contains certain forward-looking statements with respect to certain of the Issuer’s current expectations and projections about future events. These statements reflect management’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Issuer does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.
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ANNEX
3
EXECUTION VERSION
| STRICTLY PRIVATE AND CONFIDENTIAL NOT AN OFFER OR SALE OF SECURITIES IN ANY JURISDICTION |
|
IHS Holding Limited
$200,000,000 7.875% Senior Notes due 2030
expected to be consolidated and form a single series with the existing $550,000,000 7.875% Senior Notes due 2030 issued on November 29, 2024 (the “Original Notes”)
| $200,000,000 7.875% Senior Notes due 2030 | |
| Issuer: | IHS Holding Limited |
| Guarantors: | IHS Mauritius NG Holdco Limited (formerly IHS Netherlands Holdco B.V.), IHS Towers NG Limited, IHS Mauritius NG1 Limited (formerly IHS Netherlands NG1 B.V.), IHS Mauritius NG2 Limited (formerly IHS Netherlands NG2 B.V.), IHS Nigeria Limited, IHS INT Mauritius Limited (formerly Nigeria Tower Interco B.V.), INT Towers Limited and INT Towers NG Finco 1 Plc |
| Distribution: | Regulation S Category 2 (without registration rights) |
| Currency: | U.S. dollars |
| Aggregate Principal Amount: | $200,000,000 |
| Issue Price: | 101.7500% (plus accrued and unpaid interest, if any, from May 29, 2026) |
| Title of Securities: | Senior Notes due 2030 (the “New Notes”, together with the Original Notes, the “Notes”) |
| Gross Proceeds: | $207,875,000 |
| Use of Proceeds: | The Issuer intends to use the proceeds from the offering of the New Notes for (i) redemption of the Issuer’s outstanding 5.625% Senior Notes due 2026 (the “2026 Notes”); (ii) payment of fees and expenses relating to the redemption of the 2026 Notes and the offering of the New Notes; and (iii) general corporate purposes. |
| Maturity: | May 29, 2030 |
| Coupon: | 7.875% |
| Yield to Maturity: | 7.3239% |
| Interest Payment Dates: | Semi-annually on May 29 and November 29 of each year, commencing November 29, 2026 |
| Interest Record Dates: | The Business Day immediately preceding each interest payment date |
| Redemption Provisions: | As per the Original Notes |
| Make-Whole Call: | At any time prior to November 29, 2026, at a discount rate of UST plus 50 bps |
| First call date: | November 29, 2026 |
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EXECUTION VERSION
| Redemption Prices: | November 29, 2026: 103.9375% |
| November 29, 2027: 101.96875% | |
| November 29, 2028, and thereafter: 100.0000% | |
| Equity Claw: | Prior to November 29, 2026, up to 40% may be redeemed at 107.875% plus accrued and unpaid interest with the proceeds of certain equity offerings provided that at least 50% of the aggregate principal amount of the Notes remain outstanding. |
| Change of Control: | Put at 101% of the principal amount, plus accrued and unpaid interest and additional amounts, if any, unless such Change of Control is a Specified Change of Control. |
| Trade Date: | August 25, 2026 |
| Settlement Date: |
September 9, 2026 (T+10)
Thereafter, the New Notes are expected to be consolidated and form a single series with the Original Notes on the date falling 40 days after the Settlement Date; i.e., on or about October 19, 2026.
|
| Clearing: | Euroclear Bank SA/NV and Clearstream, S.A. |
| Regulation S Codes: | Temporary ISIN: XS3469216090; and following consolidation with the Original Notes: XS2941354487 |
| Temporary Common Code: 346921609; and following consolidation with the Original Notes: 294135448 | |
| Denominations: | $200,000 minimum, with integral multiples of $1,000 in excess thereof |
| Indicative Ratings*: |
B+ by Standard & Poor’s Rating Services B+ by Fitch Ratings
|
| Listing / Trading: | Application will be made to The International Stock Exchange Authority Limited for the listing of and permission to deal in the New Notes on the Official List of the International Stock Exchange (the “Exchange”). There can be no assurance that the New Notes will be listed on the Official List of the Exchange, that such permission to deal in the New Notes will be granted or that such listing will be maintained. |
| Sole Initial Purchaser: | Standard Chartered Bank |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
******
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EXECUTION VERSION
******
This information does not purport to be a complete description of these NEW Notes or the offering. Please refer to the indenture dated NOVEMBER 29, 2024, governing the original notes, together with this pricing term sheet.
This PRICING TERM SHEET is intended for the sole use of ISSUER AND STANDARD CHARTERED BANK. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY securities BY ANY PERSON IN ANY JURISDICTION.
The NEW Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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Exhibit 99.2
CONDITIONAL NOTICE OF REDEMPTION
IHS
Holding Limited
August 25, 2026
U.S.$500,000,000 5.625% Senior Notes due 2026 (the “Notes”)
(Regulation S Notes ISIN/Common Code: XS2413632360 / 241363236; Rule 144A Notes CUSIP/ISIN: 44963H AA3 / US44963HAA32)
Conditional Notice of Redemption
NOTICE IS HEREBY GIVEN in accordance with Section 3.03 of the indenture dated November 29, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) among IHS Holding Limited, an exempted company with limited liability incorporated and registered by way of continuation in the Cayman Islands (the “Issuer”), the Guarantors (as defined in the Indenture), Kroll Trustee Services Limited (formerly Lucid Trustee Services Limited), as trustee (the “Trustee”), and Citibank, N.A., London Branch, as Paying Agent, Transfer Agent and Registrar (the “Paying Agent”), that, in accordance with Section 3.07(d) of the Indenture and paragraph 5(d) of the Notes, the Issuer has exercised its right to redeem, and does hereby call for redemption and will redeem on September 9, 2026 (the “Redemption Date”) (subject to the conditionality in paragraph 1 below), all Notes at a redemption price of 100.000% of the principal amount of such Notes, plus accrued and unpaid interest thereon, to (but excluding) the Redemption Date (the “Redemption”).
The terms and conditions of the Redemption are as follows:
| 1. | The Issuer hereby gives notice that the entire outstanding $200 million in aggregate principal amount of the Notes will be redeemed on the Redemption Date in accordance with Section 3.07(d) of the Indenture. The Issuer’s obligation to redeem any of the Notes on the Redemption Date is conditional upon the Issuer receiving sufficient cash proceeds under certain financing arrangements to fund the Redemption (the “Condition”). In the event that the Condition shall not have been satisfied (or waived by the Issuer in its sole discretion) on or by the Redemption Date, the Redemption may not occur and this Conditional Notice of Redemption may be rescinded. Additionally, the Issuer may, in its sole discretion, delay the Redemption Date until such time as the Condition is satisfied, provided however that any such delayed Redemption Date shall not be more than 60 days from the date hereof. Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Condition is satisfied or waived by the Issuer in its sole discretion. If the Condition is not satisfied or waived, any Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof. The Issuer will provide notice to the Trustee and the Paying Agent of any such revocation of this Conditional Notice of Redemption on or before the Redemption Date. Subject to the satisfaction or waiver of the Condition, the Redemption Date for the Notes to be redeemed will be the later of (i) September 9, 2026 and (ii) if the Condition has not been satisfied or waived on or by September 9, 2026, one business day following the satisfaction or waiver of the Condition and notified to Holders by the Issuer. | |
| 2. | In accordance with Section 3.07(d) of the Indenture and paragraph 5(d) of the Notes, the Redemption price will be 100.000% of the principal amount of the Notes to be redeemed plus $3,125,000.00 of accrued and unpaid interest and Additional Amounts (as defined in the Indenture), if any, to (but excluding) the Redemption Date (the “Redemption Price”). | |
| 3. | The Notes called for Redemption must be surrendered (in accordance with the practices of DTC, Euroclear and Clearstream, Luxembourg) to Citibank, N.A., London Branch as Paying Agent, at Citigroup Centre, 25 Canada Square, Canary Wharf, London E14 5LB, United Kingdom, to collect the Redemption Price. | |
| 4. | Unless the Issuer defaults in making such redemption payment, interest on Notes called for Redemption will become due and payable on the Redemption Date and interest and Additional Amounts, if any, on the Notes to be redeemed will cease to accrue on and after the Redemption Date. | |
| 5. | The Redemption payments will be made on the same day as the Redemption Date. The record date shall be the business day in New York before the Redemption Date. | |
| 6. | The CUSIP, ISIN or Common Code numbers, as applicable, in relation to the Notes being redeemed are as set forth above. No representation as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers listed in this notice is made. |
All capitalized terms used and not otherwise defined in this Conditional Notice of Redemption have the meaning given to them in the Indenture.
This Notice is given by:
IHS Holding Limited, the Issuer.
Enquiries about the above notice should be directed to the Issuer at investorrelations@ihstowers.com
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