Amsterdam, 27 June 2017 - VimpelCom Holdings B.V. (the “Company”), a wholly-owned subsidiary of VEON Ltd. (“VEON”), today announces the aggregate principal amount of Notes (as defined below) validly tendered and not validly withdrawn pursuant to the Company's previously announced offer to purchase (the “Offer”, subject to the terms and conditions set out in the offer to purchase dated 30 May 2017 (the “Offer to Purchase”)) in relation to any and all of the outstanding (i) U.S.$1,000,000,000 9.125% Loan Participation Notes due 2018 issued by, but with limited recourse to, VIP Finance Ireland Limited (the “2018 Notes”), (ii) U.S.$1,000,000,000 7.748% Loan Participation Notes due 2021 issued by, but with limited recourse to, VIP Finance Ireland Limited (the “2021 Notes”) and (iii) U.S.$1,500,000,000 7.5043% Guaranteed Notes due 2022 issued by the Company (the “2022 Notes” and together with the 2018 Notes and the 2021 Notes, the “Notes”).

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.

Further to the announcement of the Offer on 30 May 2017 and the announcement of the early tender results for the Offer on 13 June 2017, and the satisfaction of the Financing Condition on 19 June 2017, the Company hereby informs holders of the Notes (each a “Holder” and together, the “Holders”) that, as at the Expiration Time (being 4.59 a.m. London time on 27 June 2017 (11.59 p.m. New York time on 26 June 2017)), the aggregate principal amount of each series of Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase by the Company is set out in the seventh column of the table below under the heading “Aggregate Principal Amount of Notes Tendered since the Early Tender Time and Accepted for Purchase”. The aggregate principal amount of each series of Notes validly tendered and accepted for purchase in the Offer is set out in the ninth column under the heading “Aggregate Principal Amount Accepted for Purchase in the Offer”, representing U.S. $1,258,656,000 in aggregate principal amount, or 51.8% of the total principal amount of the Notes. The consideration payable (excluding Accrued Interest (defined below)) by the Company in respect of the Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase, is set out in the eighth column of the table below under the heading “Consideration payable at the Final Payment Date”. Accrued Interest (as defined below) will also be paid.

ISINs  

CUSIP

 

Title of Security

  Maturity Date   Principal Amount Outstanding(1)   Consideration Paid at the Early Payment Date(2)   Aggregate Principal Amount of Notes Tendered since the Early Tender Time and Accepted for Purchase   Consideration payable at the Final Payment Date(3)   Aggregate Principal Amount Accepted for Purchase in the Offer   Aggregate Principal Amount Outstanding following settlement of the Offer
US918242AB40 (Rule 144A)/

XS0361041808 (Reg S)
 

918242 AB4

  U.S.
$1,000,000,000 9.125% Loan Participation Notes issued by VIP Finance Limited (the 2018 Notes)
  30 April 2018  

U.S.
$499,149,000

 

U.S.
$356,182,670

 

U.S.
$350,000

 

U.S.
$364,000

 

U.S.
$333,231,000

 

U.S.
$165,918,000

US918242AD06 (Rule 144A)/

XS0587031096 (Reg S)
 

918242 AD0

 

U.S.
$1,000,000,000 7.748% Loan Participation Notes issued by VIP Finance Ireland Limited (the 2021 Notes)

  2 February 2021  

U.S.
$650,570,000

 

U.S.
$315,287,081

 

U.S.
$0

 

U.S.
$0

 

U.S.
$273,865,000

 

U.S.
$376,705,000

US92718WAB54 (Rule 144A)/

XS0643183220 (Reg S)
 

92718W AB5

 

U.S.
$1,500,000,000 7.5043% Guaranteed Notes issued by VimpelCom Holdings B.V. (the 2022 Notes)

  1 March 2022  

U.S.
$1,280,023,000

 

U.S.
$752,354,531

 

U.S.
$875,000

 

U.S.
$985,469

 

U.S.
$651,560,000

 

U.S.
628,463,000

Total  

-

 

-

  -  

U.S.
$2,429,742,000

 

U.S.
$1,423,824,283

 

U.S.
$1,225,000

 

U.S.
$1,349,469

 

U.S.
$1,258,656,000

 

U.S.
$1,171,086,000

  1. Aggregate principal amount of Notes outstanding as at the date of this announcement.
  2. Consideration paid in respect of the Notes at the Early Payment Date is the aggregate Early Tender Purchase Price in respect of all Notes validly tendered at or prior to the Early Tender Time and accepted for purchase. Does not include Accrued Interest.
  3. Consideration payable in respect of the Notes at the Final Payment Date is the aggregate Final Purchase Price in respect of all Notes validly tendered after the Early Tender Time and before the Expiration Time and accepted for purchase. Does not include Accrued Interest.

  No Notes purchased pursuant to the Offer will be reissued or resold.

Settlement

The expected settlement date for Notes validly tendered after the Early Tender Time and not validly withdrawn pursuant to the Offer as at the Expiration Time is 29 June 2017 (the “Final Payment Date”). 
Holders who validly tendered Notes after the Early Tender Time and before the Expiration Time shall receive, on the Final Payment Date, the applicable Final Purchase Price plus accrued and unpaid interest on Notes accepted for purchase from and including the last interest payment date applicable to such Notes to, but excluding, the Final Payment Date (“Accrued Interest”), rounded upwards or downwards, at the Company’s discretion, to the nearest cent.

The “Final Purchase Price” for each U.S.$1,000 in principal amount of 2018 Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase by the Company pursuant to the Offer is U.S.$1,040.00. Holders also receive Accrued Interest with respect to any 2018 Notes validly tendered and accepted for purchase in the Offer.

The “Final Purchase Price” for each U.S.$1,000 in principal amount of 2021 Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase pursuant to the Offer is U.S.$1,121.25. Holders also receive Accrued Interest with respect to any 2021 Notes validly tendered and accepted for purchase in the Offer.

The “Final Purchase Price” for each U.S.$1,000 in principal amount of 2022 Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase pursuant to the Offer is U.S.$1,126.25. Holders also receive Accrued Interest with respect to any 2022 Notes validly tendered and accepted for purchase in the Offer.

The Offer has now expired and no further Notes can be tendered for purchase pursuant to the Offer.

Notes that have not been tendered and accepted for purchase by the Company pursuant to the Offer will remain outstanding and will remain subject to the terms and conditions of such Notes.

For Further Information

A complete description of the terms and conditions of the Offer is set out in the Offer to Purchase.

The Company has retained Barclays Bank PLC, Credit Suisse Securities (Europe) Limited and Merrill Lynch International (together, the “Dealer Managers”) to serve as the dealer managers and Lucid Issuer Services Limited to serve as the tender agent (the “Tender Agent”) for the Offer.

Requests for documents may be directed to the Tender Agent, Lucid Issuer Services Limited, at (Telephone: +44 20 7704 0880; Email: veon@lucid-is.com). Questions regarding the Offer 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: veon.tender@barclays.com); Credit Suisse Securities (Europe) Limited, at (Telephone: (800) 820-1653 (toll free) or (212) 538-2147 (collect) within the U.S. and +44 20 7883 8763 / +44 20 7888 9350 outside the U.S.; Email: liability.management@credit-suisse.com); or Merrill Lynch International, at (Telephone: (888) 292-0070 (toll free) or (980) 388-3646 (collect) within the U.S. and +44 20 7996 5240 outside the U.S.; Email: DG.LM_EMEA@baml.com).

Disclaimers

This announcement must be read in conjunction with the Offer to Purchase. This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell with respect to the Notes, nor is this announcement an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Offer was made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Forward-Looking Statements

The Company considers portions of this announcement and the Offer to Purchase and the documents incorporated by reference in the Offer to Purchase to be forward-looking statements. Forward-looking statements can be identified by the use of words such as “may”, “will”, “plan”, “should”, “expect”, “anticipate”, “estimate”, “continue” or comparable terminology. 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, 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.

The forward-looking statements contained in this announcement and the Offer to Purchase speak only as of the date of this announcement and the Offer to Purchase, respectively. The Company does not undertake to publicly 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 to the Offer to Purchase.

General

The distribution of this announcement and/or the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

Neither the delivery of this announcement, the Offer to Purchase nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or the date of the Offer to Purchase, or that the information herein or in the Offer to Purchase is correct as of any time subsequent to the date hereof or the date of the Offer to Purchase, as applicable.

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

Contact Information

Investor Relations
VEON Ltd.
Bart Morselt
ir@vimpelcom.com

Media and Public Relations
VEON Ltd.
Maria Piskunenko
pr@vimpelcom.com