Amsterdam (October 1, 2012) - VimpelCom Ltd. (“VimpelCom” or “Company”) (NYSE: VIP), a leading global provider of telecommunications services, announces that its Nominating and Corporate Governance Committee (the “Committee”) has decided to delay the registration of the requested transfer of 71,000,000 convertible preferred shares (the “Preferred Shares”) from Weather Investments II S.à r.l. (“Weather II”) to Telenor East Holding II AS (“Telenor”) until the order issued by the Moscow Arbitration Court prohibiting such transfer (the “Order”) ceases to have effect.
The Committee, acting under a unanimous delegation of authority from the Supervisory Board, met today to consider Telenor’s request to register the Preferred Shares transfer. The Committee determined that it is in the best interests of VimpelCom not to register the transfer of Preferred Shares to Telenor by Weather II at this time. The Committee took into account the potential adverse consequences for VimpelCom’s Russian business if the Order is considered by the Russian authorities to have been breached with the support and participation of VimpelCom.
As previously disclosed, in April 2012 the Moscow Arbitration Court issued the Order against Telenor and Weather based on a claim made by the Federal Antimonopoly Service in Russia (the “FAS”). The Order prohibits, among other things, Weather II from exercising its rights under an option agreement to transfer the Preferred Shares to Telenor. The Moscow Arbitration Court also issued a separate order that prohibits the payment of dividends to shareholders of OJSC VimpelCom based on the results of operations in 2011.
VimpelCom received a letter from the FAS dated September 19, 2012 which notes that FAS is engaged in negotiations with shareholders of VimpelCom. In the letter, FAS suggests that in the interests of these negotiations, VimpelCom should not register any transfer of the Preferred Shares from Weather II to Telenor. The letter also states that the Order prohibiting the transfer of the Preferred Shares is a binding judicial act and suggests that VimpelCom not participate in any breach of that Order by registering a share transfer.
The Nominating and Corporate Governance Committee consists of the three independent directors serving on the Supervisory Board.
This release contains “forward-looking statements”, as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, relating to the Committee decision to postpone the registration of the transfer of the Preferred Shares until the Order ceases to prohibit such transfer and the potential adverse impact on the VimpelCom Group of a perceived violation of the order by the Russian authorities. These forward-looking statements are based on the Company’s best assessment of the potential impact of the Preferred Share transfer in light of the Order and the Company’s legal position and obligations. The actual outcome may differ materially from these statements and there can be no assurance that Telenor or Weather will not successfully apply to the Bermuda court for a decision ordering VimpelCom to effect the transfer of the Preferred Shares on its register. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2011 and other public filings made by the Company with the SEC, which risk factors are incorporated herein by reference. The Company disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.
VimpelCom is one of the world’s largest integrated telecommunications services operators providing voice and data services through a range of traditional and broadband mobile and fixed technologies in Russia, Italy, Ukraine, Kazakhstan, Uzbekistan, Tajikistan, Armenia, Georgia, Kyrgyzstan, Cambodia, Laos, Algeria, Bangladesh, Pakistan, Burundi, Zimbabwe, Central African Republic and Canada. VimpelCom’s operations around the globe cover territory with a total population of approximately 782 million people. VimpelCom provides services under the "Beeline", "Kyivstar", "djuice", “Wind”, "Infostrada" “Mobilink”, “Leo”, “banglalink”, “Telecel”, and “Djezzy” brands. As of June 30, 2012 VimpelCom had 208 million mobile subscribers on a combined basis. VimpelCom is traded on the New York Stock Exchange under the symbol (VIP). For more information visit: http://www.vimpelcom.com
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