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28 Nov 2018

VEON HOLDINGS B.V. AND VIP FINANCE IRELAND DAC ANNOUNCE EXTENSION OF EARLY TENDER TIME FOR CERTAIN OUTSTANDING DEBT SECURITIES

Amsterdam, Netherlands, 28 November 2018–VEON Holdings B.V. (the “Company”), a wholly-owned subsidiary of VEON Ltd. (“VEON”),and VIP Finance Ireland DAC (in respect of the 2021 Notes (as defined below) only), announced today an extension of the early tender time relating to the Company’s previously announced tender offer (in relation to all the Notes) and consent solicitation (in relation to the Any and All Consent Notes only) in respect of:

  • U.S.$1,000,000,000 7.748% Loan Participation Notes due 2021 issued by, but with limited recourse to, VIP Finance Ireland DAC (formerly VIP Finance Ireland Limited) with a Principal Amount Outstanding of U.S.$376,705,000(1)(ISIN: Rule 144A US918242AD06/Reg S XS0587031096) (the “2021 Notes”);
  • U.S.$1,500,000,000 7.5043% Guaranteed Notes due 2022 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) with a Principal Amount Outstanding of U.S.$628,463,000(1)(ISIN: Rule 144A US92718WAB54/Reg S XS0643183220) (the “2022 Notes”) and unconditionally and irrevocably guaranteed by Public Joint Stock Company “Vimpel-Communications”;
  • U.S.$1,000,000,000 5.95% Notes due 2023 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) with a Principal Amount Outstanding of U.S.$982,875,000(1)(ISIN: Rule 144A US92718WAE93/Reg S XS0889401724) (the “2023 Notes”, and, together with the 2021 Notes and the 2022 Notes, the “Any and All Consent Notes”); and 
  • U.S.$900,000,000 4.950% Notes due 2024 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) with a Principal Amount Outstanding of U.S.$900,000,000(1)(ISIN: 144A US92718WAG42/Reg S XS1625994618 ) (the “2024 Notes” and together with the Any and All Consent Notes, the “Notes”),

(1)Aggregate principal amount outstanding as at 13 November 2018.

in each case until 10:00 a.m. (London time) on 12 December 2018 (the “Expiration Time”). Notes validly tendered at or prior to the Expiration Time will be eligible for the Early Tender Premium (as defined in the tender offer and consent solicitation memorandum dated 13 November 2018 (the “Tender Offer and Consent Solicitation Memorandum”)) and Voting Only Instructions received at or prior to the Expiration Time will be eligible for the Consent Fee (each as defined in the Tender Offer and Consent Solicitation Memorandum).

In addition, the maximum amount payable by the Company in respect of 2024 Notes accepted for purchase in the Tender Offer will no longer be the Capped Notes Tender Consideration but will instead be based on a maximum tender consideration of U.S.$400,000,000 (including the Early Tender Premium but excluding accrued interest payable thereon). The Company confirms that the tender consideration payable in respect of the Any and All Consent Notes will not be subject to any cap.

The previously announced withdrawal deadline of 10:00 p.m. (London time) on 27 November 2018 in respect of the Notes has passed and will not be extended. As a result, holders who have previously tendered Notes and holders who tender Notes at or before the Expiration Time may not withdraw those Notes. Holders who have already tendered Notes or delivered Voting Only Instructions need take no action as a result of this announcement.

If any of the Meetings in respect of the Any and All Consent Notes (which are scheduled to occur on 14 December 2018) is adjourned, the Company reserves the right to settle the Tender Offer in respect of (i) any of the Any and All Consent Notes that are not subject to an adjourned meeting and/or (ii) the 2024 Notes, in each case on the originally anticipated Settlement Date (as defined in the Tender Offer and Consent Solicitation Memorandum and which may be amended in the sole discretion of the Company). Accordingly, the Settlement Dates for the three series of Any and All Consent Notes may be different. Any extension of a Settlement Date in respect of one or more series of Any and All Consent Notes will not result in an extension of the Settlement Date in respect of the 2024 Notes unless otherwise announced by the Company. All references to any of the foregoing in the Tender Offer and Consent Solicitation Memorandum shall be deemed to be amended accordingly.

Requests for documents and questions on procedures for participating in the Tender Offer and Consent Solicitation may be directed to the Tender and Tabulation Agent, Citibank, N.A., London Branch at (Telephone: +44 207 508 3867; Email: exchange.gats@citi.com). Questions regarding the Tender Offer and Consent Solicitation may be directed to Barclays Bank PLC, at (Telephone: (800) 438-3242 (toll free) or (212) 528-7581 (collect) within the U.S. and +44 20 3134 8515 outside the U.S.; Email: liability.management@barclays.com); Citigroup Global Markets Limited, at (Telephone: (800) 558 3745 (toll free) or (212) 723 6106 (collect) within the U.S. and +44 20 7986 8969 outside the U.S.; Email: liabilitymanagement.europe@citi.com); or Merrill Lynch International, at (Telephone: +44 20 7996 5420; Email: DG.LM_EMEA@baml.com).

This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities or a solicitation of consents. The terms and conditions of the tender offer and consent solicitation are set out in the Tender Offer and Consent Solicitation Memorandum. Other than the amendments described above, the terms contained in the Tender Offer and Consent Solicitation Memorandum remain unchanged.

Forward-Looking Statements

The Company considers portions of this announcement and the Tender Offer and Consent Solicitation Memorandum and the documents incorporated by reference therein to be forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” and other similar words. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, these assumptions are inherently uncertain and involve a number of risks and uncertainties that are beyond the Company’s control; therefore, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties, including, without limitation, possible changes in the timing and consummation of the Tender Offer and Consent Solicitation.

Holders are therefore cautioned not to place undue reliance on these forward-looking statements. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise except as may be required under Rule 14e-l under the Exchange Act or any other applicable laws.

Such forward-looking statements contained in this announcement and the Tender Offer and Consent Solicitation Memorandum or any document incorporated by reference therein speak only as of the date of this announcement and the Tender Offer and Consent Solicitation Memorandum or such document incorporated by reference therein. Accordingly, the Company does not undertake any obligation to update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events. Holders should, however, consult any further disclosures of a forward-looking nature made in the documents incorporated by reference in the Tender Offer and Consent Solicitation Memorandum. These cautionary statements qualify all forward-looking statements attributable to the Company, or persons acting on its behalf. 

The information contained in this announcement constitutes inside information with respect to VEON Holdings B.V. and VIP Finance Ireland DAC for the purposes of Regulation (EU) No. 596/2014 on market abuse. 

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer and Consent Solicitation Memorandum constitutes an invitation to participate in the Tender Offer and Consent Solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer and Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer and Consent Solicitation Memorandum comes are required by the Company, the Dealer Managers and the Tender and Tabulation Agent to inform themselves about and to observe any such restrictions.

Contacts

Investor Relations:
Richard James
ir@veon.com 
Tel: +31 20 79 77 200

Corporate Communications:
Kieran Toohey
pr@veon.com
Tel: +31 20 79 77 200

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