Amsterdam, Netherlands, 30 May 2017. VimpelCom Holdings B.V. (the “Company”) a wholly-owned subsidiary of VEON Ltd. (“VEON”) announced today that it commenced a cash tender offer (the “Offer”) for 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 VimpelCom Holdings B.V. (the “2022 Notes” and together with the 2018 Notes and the 2021 Notes, the “Notes”).

The Offer is made pursuant to an Offer to Purchase dated today, which sets out a comprehensive description of the terms of the Offer.

The Company has separately announced today that it intends to offer new senior unsecured notes (the “New Notes” and the “New Notes Offering”). Completion of the Offer is subject to the successful completion (as determined by the Company at its sole discretion) of the New Notes Offering (the “Financing Condition”), as well as certain other conditions as set out in the Offer to Purchase.

The purpose of the Offer is to acquire any and all of the Notes, provided that the Financing Condition is satisfied, which will be funded principally by the issuance of the New Notes and would have the effect of extending the maturity profile of a portion of the VEON Group’s indebtedness. Notwithstanding the potential offering of New Notes, the Group may fund a portion of the Offer with available cash. Notes accepted for purchase by the Company pursuant to the Offer will be cancelled.

When allocating the New Notes to investors, the Company, among other factors, intends to look favourably upon investors that have validly tendered or indicated a firm intention to tender their Notes pursuant to the Offer. However, no assurances can be given that any holder of the Notes (each a “Holder” and together, the “Holders”) that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. Any allocation of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. For more information about the New Notes Offering, eligible Holders may contact Barclays Bank PLC at the contact details as set out below.  

Purchases of New Notes are subject to all applicable securities laws and regulations in force in any relevant jurisdiction. In particular, Holders must be qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or non-U.S. persons (as defined in Regulation S under the Securities Act in order to purchase New Notes.  For more information, please refer to the Offer to Purchase.

Neither this announcement nor the Offer to Purchase constitutes an offer to sell or a solicitation of an offer to buy the New Notes. No assurances can be given that the Company will in fact complete the New Notes Offering. For the avoidance of doubt, in the event that a Holder validly tenders Notes pursuant to the Offer, then such Offer to Sell will still remain valid irrespective of whether such Holder receives all, part or none of any allocation of New Notes for which it has applied.

The Offer will expire at 4.59 a.m., London time on 27 June 2017 (11.59 p.m. New York time on 26 June 2017), unless extended, re-opened or earlier terminated by the Company in its sole discretion (such date and time, as the same may be extended, the “Expiration Time”). Holders of Notes must validly tender and not validly withdraw their Notes at or prior to 10.00 p.m., London time (5.00 p.m. New York time), on 12 June 2017 (such date and time, as the same may be extended, the “Early Tender Time”) to be eligible to receive the Early Tender Purchase Price (defined below). Holders of Notes who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the applicable Final Purchase Price (defined below) for their Notes.

The applicable Early Tender Purchase Price will be payable after the Early Tender Time (the date of such payment, the “Early Payment Date”). The Early Payment Date is currently expected to be 19 June 2017.

The applicable Final Purchase Price will be payable promptly following the Expiration Date (the date of such payment, the “Final Payment Date”). The Final Payment Date is currently expected to be 29 June 2017.

The “Early Tender Purchase Price” payable for each U.S.$1,000 in principal amount of 2018 Notes, 2021 Notes and 2022 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time/Withdrawal Time and accepted for purchase pursuant to the Offer is set out in the table below. Holders will also receive accrued and unpaid interest on such Notes (“Accrued Interest”) from and including the last interest payment date applicable to such Notes to, but not including, the Early Payment Date with respect to any such 2018 Notes, 2021 Notes and 2022 Notes validly tendered and accepted for purchase in the Offer.

The “Final Purchase Price” payable for each U.S.$1,000 in principal amount of 2018 Notes, 2021 Notes and 2022 Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time and accepted for purchase pursuant to the Offer is set out in the table below. Holders will also receive Accrued Interest applicable to such Notes to, but not including, the Final Payment Date with respect to any such 2018 Notes, 2021 Notes and 2022 Notes validly tendered and accepted for purchase in the Offer.

Notes tendered before the Early Tender Time may be validly withdrawn by delivery of a withdrawal instruction that is received by the Tender Agent at any time before 10.00 p.m., London time (5:00 p.m. New York time), on 12 June 2017, unless extended by the Company in its sole discretion (the “Withdrawal Time”), but not thereafter. Notes tendered after the Early Tender Time may not be withdrawn.

Title of Security

  

ISINs

  

CUSIP

  

Maturity Date

  

Principal Amount Outstanding(3)

  

Early Tender Purchase Price(1)

  

Final Purchase Price(2)

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

  

US918242AB40 (Rule 144A)/
XS0361041808 (Reg S)

  

918242 AB4

  

30 April 2018

  

U.S.$499,149,000

  

U.S.$1,070.00

  

U.S.$1,040.00

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

  

US918242AD06 (Rule 144A)/
XS0587031096 (Reg S)

  

918242 AD0

  

2 February 2021

  

U.S.$650,570,000

  

U.S.$1,151.25

  

U.S.$1,121.25

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

  

US92718WAB54 (Rule 144A)/
XS0643183220 (Reg S)

  

92718W AB5

  

1 March 2022

  

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

  

U.S.$1,156.25

  

U.S.$1,126.25

Notes:

  1. Per U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined herein) and accepted for purchase. Does not include Accrued Interest (as defined herein), which will be paid on all Notes accepted for purchase.
  2. Per U.S.$1,000 principal amount of Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase. Does not include Accrued Interest (as defined herein), which will be paid on all Notes accepted for purchase.
  3. Aggregate principal amount of Notes outstanding as at the date of this announcement.

The Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including the Financing Condition. The complete terms and conditions of the Offer, including the procedures for participating in the Offer, are set forth in the Offer to Purchase, dated 30 May 2017. Holders of the Notes are urged to read the Offer to Purchase carefully before making any decision with respect to the Offer.

Indicative Timetable for the Offer:

Events

 

Times and Dates

Commencement of Offer Period:

 

 

Commencement of the Offer upon the terms and subject to the Offer Conditions set out in the Offer to Purchase.

 

30 May 2017

Early Tender Time: 

 

 

The last time for Holders to tender Notes pursuant to the Offer in order to receive the applicable Early Tender Purchase Price.

 

12 June 2017, 10:00 p.m. London time (5:00 p.m. New York time)

Withdrawal Time:

 

 

The last time that Holders may validly withdraw any Notes previously tendered. 

 

12 June 2017, 10:00 p.m. London time (5:00 p.m. New York time)

Announcement of the principal amount of Notes of each series validly tendered and not validly withdrawn pursuant to the Offer as at the Early Tender Time:

 

13 June 2017, at or around 9:00 a.m. London time (4:00 a.m. New York time)

Announcement of the expected satisfaction of the Financing Condition:

 

14 June 2017

Early Payment Date:

 

Expected to be 19 June 2017

Expiration Time:

 

 

The last time for Holders to tender Notes pursuant to the Offer in order to receive the applicable Final Purchase Price.

 

27 June 2017, 4:59 a.m. London time (26 June 2017, 11:59 p.m. New York time)

Announcement of final results of the Offer and the principal amount of Notes of each series accepted for purchase:

 

27 June 2017

Final Payment Date:

 

Promptly after the Expiration Time, and expected to be 29 June 2017

The Company reserves the right to extend the Offer with respect to the Notes, if necessary, so that the Expiration Time occurs upon or shortly after the satisfaction or waiver of the conditions to the Offer.

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). 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 is being 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, including, without limitation, possible changes in the timing and consummation of the Offer. Holders are cautioned not to place undue reliance on these forward-looking statements.

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. 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.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Offer 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 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.

United Kingdom

This announcement and the Offer to Purchase are for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) may otherwise lawfully be communicated or caused to be communicated (including, in respect of the 2022 Notes, persons falling within Article 43 of the Financial Promotion Order) (all such persons together being referred to as “relevant persons”). This announcement and the Offer to Purchase are directed in the United Kingdom only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement and the Offer to Purchase relates is available only to relevant persons and will be engaged in only with relevant persons.

Republic of Italy

None of this announcement, the Offer to Purchase or any other documents or materials relating to this announcement and the Offer to Purchase have been or will be submitted to the clearance procedure of theCommissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “Issuers’ Regulation”), as the case may be. The Offer to Purchase is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers’ Regulation.  
A Holder located in the Republic of Italy can tender the Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

Belgium

The offer restriction below applies only to the 2018 Notes.

In Belgium, the Offer will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors referred to in Article 10, § 1 of the Belgian law on the public offering of investment instruments and the admission of investment instruments to trading on regulated markets dated 16 June 2006, as amended from time to time (the “Belgian Prospectus Law”). This announcement and the Offer to Purchase or any other documentation or material relating to the Offer have not been and will not be submitted to the Financial Services and Markets Authority (“Authorité des services et marches financiers / Autoriteit voor financiële diensten en markten”) for approval. Accordingly, in Belgium, the Offer may not be made by way of a public offer within the meaning of article 3 of the Belgian Prospectus Law and article 3 of the Belgian act on public takeover offers dated 1 April 2007, as amended from time to time (the “Belgian Takeover Act”). Therefore, the Offer may not be promoted vis-à-vis, and are not being made to, any person in Belgium (with the exception of “qualified investors” within the meaning of article 10, § 1 of the Belgian Prospectus Law that are acting for their own account and without prejudice to the application of article 6 § 4 of the Takeover Act). This announcement and the Offer to Purchase and any other documentation or material relating to the Offer (including memorandums, information circulars, brochures or similar documents) have not been forwarded or made available to, and are not being forwarded or made available to, directly or indirectly, any such person. With regard to Belgium, this announcement and (where applicable) the Offer to Purchase have been transmitted only for personal use by the aforementioned qualified investors and only for the purpose of the Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or be transmitted to any other person in Belgium (without prejudice to the application of article 6 § 4 of the Takeover Act).

The Republic of France

This announcement and the Offer are not being made, directly or indirectly, to the general public in the Republic of France. This announcement, the Offer to Purchase or any other documentation or material relating to the Offer (including memorandums, information circulars, brochures or similar documents) have not been distributed to, and or are not being distributed to, the general public in the Republic of France. Only (i) persons that provide investment services in the field of portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) (that are not individuals) acting for their own account, in each case as defined in or pursuant to articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, may participate in the Offer. This announcement and the Offer to Purchase have not been submitted to the clearance procedures of the Autorité des marchés financiers.

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.

The Dealer Managers and the Tender Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Offer to Purchase or the Offer. The Tender Agent is the agent of the Company and owes no duty to any Holder. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation as to whether or not Holders should participate in the Offer or refrain from taking any action in the Offer with respect to any of such Notes, and none of them has authorised any person to make any such recommendation.

Neither this announcement nor the Offer to Purchase constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Holders) in any circumstances or jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of the Company in such jurisdiction and the Offer is not made in any such jurisdiction where either a Dealer Manager or any of its affiliates is not licensed.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above, and generally, on submission of the Notes for tender in the Offer. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. Each of the Company, the Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender may be rejected.

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
Tel: +31 20 79 77 200 (Amsterdam) 

Media and Public Relations
VEON Ltd.
Ben Novick
pr@vimpelcom.com
Tel: +44 207 487 25 83 (London)

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