VEON Holdings B.V. And VIP Finance Ireland DAC Announce Consent Solicitation And Tender Offer Results For The 2021 Notes, The 2022 Notes And The 2023 Notes

AMSTERDAM, Dec. 28, 2018 /PRNewswire/ -- 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), today announces the aggregate principal amount 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) (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.) (ISIN: Rule 144A US92718WAB54/Reg S XS0643183220) (the "2022 Notes") and unconditionally and irrevocably guaranteed by Public Joint Stock Company "Vimpel-Communications"; and
                                                             
• U.S.$1,000,000,000 5.95% Notes due 2023 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) (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" or the "Notes"),

validly tendered and not validly withdrawn pursuant to the Company's previously announced offer to purchase (subject to (a) the terms and conditions set out in the tender offer and consent solicitation memorandum dated 13 November 2018 (the "Tender Offer and Consent Solicitation Memorandum") dated 13 November 2018) (b) the announcement by the Company on 28 November 2018, whereby the early tender time for the Any and All Consent Notes was extended to 10:00 a.m. (London time) on 12 December 2018 (the "Extended Early Tender Time"), and (c) the announcement by the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) on 13 December 2018, whereby the expiration time for the Any and All Consent Notes was extended to 10:00 a.m. (London time) on 26 December 2018 (the "Extended Expiration Time") (the "Tender Offer")). 

Pursuant to the Tender Offer and Consent Solicitation Memorandum, the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) also sought to solicit consents from holders of the Any and All Consent Notes (each a "Holder" and together with holders of any series of Notes, the "Holders") to amend, by way of separate Extraordinary Resolutions (as defined below), each of:

in each case to remove and/or amend certain covenants as described in more detail in the Tender Offer and Consent Solicitation Memorandum.

Results of Consent Solicitation
On 14 December 2018, the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) notified Holders that each of the meetings of the holders of the 2021 Notes, 2022 Notes and 2023 Notes held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF on 14 December 2018 was adjourned for lack of quorum. The Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) separately announced in a notice to the Holders dated 14 December 2018 that the meetings in respect of the 2021 Notes, 2022 Notes and 2023 Notes would be adjourned to 28 December 2018.

Further to the announcement of the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) on 14 December 2018, notice is hereby given to the Holders that at each of the meetings of the Holders of the 2021 Notes, the 2022 Notes and the 2023 Notes held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF on 28 December 2018, the extraordinary resolution in respect of the 2021 Notes (the "2021 Extraordinary Resolution"), 2022 Notes (the "2022 Extraordinary Resolution") and the extraordinary resolution in respect of the 2023 Notes (the "2023 Extraordinary Resolution") set out in the notices convening such meetings were duly passed.

The effectiveness of the 2021 Extraordinary Resolution, 2022 Extraordinary Resolution and 2023 Extraordinary Resolution is subject to the execution of the 2021 Supplemental Trust Deed, 2022 Supplemental Trust Deed, 2023 Supplemental Trust Deed and the Amendment Deed on today's date, as described in the Tender Offer and Consent Solicitation Memorandum. Holders who validly submitted Voting Only Instructions in favour of the 2021 Extraordinary Resolution, 2022 Extraordinary Resolution and 2023 Extraordinary Resolution on or prior to the Extended Early Tender Time will be eligible to receive the Consent Payment.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

Results of Tender Offer

Further to the announcement of the Tender Offer on 13 November 2018 and to the announcement of the extension of the expiration time to the Extended Expiration Time on 13 December 2018, the Company hereby informs Holders that as at the Extended Expiration Time, the aggregate principal amount of the Any and All Consent Notes validly tendered and accepted for purchase by the Company is set out in the sixth column of the table below under the heading "Aggregate Principal Amount Accepted for Purchase". Accrued Interest payable in respect of Notes (per U.S.$1,000 in nominal amount of Notes) validly tendered and accepted for purchase is set out in the tenth column of the table below under the heading "Accrued Interest". All Notes validly tendered in the Tender Offer have been accepted in full and there will be no pro-ration.

Any and All Consent Notes

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

Settlement

The expected settlement date for the Tender Offer is on or before 3 January 2019 (the "Settlement Date").

Holders of Notes who validly tendered and did not withdraw their Notes before the Extended Early Tender Time will receive the Total Consideration on the Settlement Date, which includes the Early Tender Premium of U.S.$30 per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase. Holders of Notes who validly delivered and did not validly revoke a Voting Only Instruction in favour of the relevant Extraordinary Resolution at or prior to the Extended Early Tender Time (and where such Extraordinary Resolution is approved at the relevant Meeting) will receive the Consent Payment. Holders who tendered their Notes after the Extended Early Tender Time will receive the Tender Offer Consideration on the Settlement Date, which is the Total Consideration minus the Early Tender Premium.

Subject to the conditions set out in the Tender Offer and Consent Solicitation Memorandum, the Company will pay to holders of Notes in cash on the Settlement Date (i) the Total Consideration or the Tender Offer Consideration, as applicable, and (ii) accrued interest up to, but not including, the Settlement Date ("Accrued Interest").

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

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

FURTHER INFORMATION

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: [email protected]). 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: [email protected]); 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: [email protected]); or Merrill Lynch International, at (Telephone: +44 20 7996 5420; Email: [email protected]).

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. The Tender Offer and Consent Solicitation is being made only pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law.

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.

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.

United Kingdom

This announcement and the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Tender Offer and Consent Solicitation (including memoranda, information circulars, brochures or similar documents) have not been approved by an authorised person in the United Kingdom for the purposes of Section 21 of the FSMA. Accordingly, such documents and/or materials relating to the Tender Offer and Consent Solicitation are not being distributed to, and must not be passed onto, the general public in the United Kingdom. Such documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of 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 FSMA) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement and the Tender Offer and Consent Solicitation Memorandum is directed 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 or the Tender Offer and Consent Solicitation Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. No part of this announcement or the Tender Offer and Consent Solicitation Memorandum should be published, reproduced, distributed or otherwise made available in whole or in part to any other person.

No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply.

Republic of Italy

None of this announcement, the Tender Offer and Consent Solicitation Memorandum or any other documents or materials relating to the Tender Offer and Consent Solicitation Memorandum and/or the Tender Offer and Consent Solicitation have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer and Consent Solicitation is being carried out in the Republic of Italy ("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.

Accordingly, Holders or beneficial owners of the Notes that are located or resident in Italy can tender the Notes for purchase pursuant to the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in 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 from time to time) 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 Tender Offer and Consent Solicitation.

The Republic of France

The Tender Offer and Consent Solicitation is not being made, directly or indirectly, to the public in the Republic of France ("France"). This announcement, the Tender Offer and Consent Solicitation Memorandum or any other documentation or material relating to the Tender Offer and Consent Solicitation (including memoranda, information circulars, brochures or similar documents) have not been distributed to, and or are not being distributed to, the general public in France. Only (i) persons that provide investment services relating to 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), in each case acting on their own account, and all as defined in and pursuant to articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer and Consent Solicitation. This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Tender Offer and Consent Solicitation have not been submitted for clearance to or approved by of the Autorité des Marchés Financiers.

Ireland

This announcement and the Tender Offer and Consent Solicitation is not being made, directly or indirectly, to the public in Ireland and no offers or sales of any Notes under or in connection with the Tender Offer and Consent Solicitation may be effected and this announcement and the Tender Offer and Consent Solicitation Memorandum may not be distributed in Ireland except in conformity with the provisions of Irish law including (i) the Companies Act 2014 (as amended), (ii) the European Union (Markets in Financial Instruments) Regulations 2017 (as amended), including without limitation, Regulation 5 (Requirements for authorisation (and certain provisions concerning MTFs and OTFs)) or any codes of conduct issued in connection therewith, and the provisions of the Investor Compensation Act 1998 (as amended), (iii) the Market Abuse Regulation (EU 596/2014) (as amended) and any rules and guidance issued under Section 1370 of the Companies Act 2014, and (iv) the Central Bank Acts 1942 to 2015 and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended).

General

The Dealer Managers, the Tender and Tabulation Agent, BNY Mellon Corporate Trustee Services Limited ("BNYM") and Citibank, N.A., London Branch ("Citibank" and together with BNYM, the "Trustees") (or their respective directors, officers, employees, agents or affiliates) have not separately verified the information contained herein or in the Tender Offer and Consent Solicitation Memorandum (or incorporated by reference therein) and make no representations, warranties, undertakings or recommendations (express or implied) whatsoever regarding this announcement, the Tender Offer and Consent Solicitation Memorandum or any other information provided in connection with the Tender Offer and Consent Solicitation. The Dealer Managers, the Tender and Tabulation Agent and the Trustees (or their respective directors, officers, employees, agents or affiliates) accept no liability or responsibility as to the accuracy or completeness of the information contained in the Tender Offer and Consent Solicitation Memorandum, this announcement or any other information provided in connection with the Tender Offer and Consent Solicitation.

This announcement and the Tender Offer and Consent Solicitation Memorandum or the electronic transmission thereof does not constitute an offer to buy any securities or the solicitation of a Tender Instruction or Voting Only Instruction in any jurisdiction in which such offer or solicitation is unlawful, and Tender Instructions or Voting Only Instructions by Holders originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected. In those jurisdictions where the securities laws, "blue sky" laws or other applicable laws require this announcement and/or the Tender Offer and Consent Solicitation to be made by a licensed broker or dealer and any Dealer Manager or any of its respective affiliates is such a licensed broker or dealer in such jurisdiction, the Tender Offer and Consent Solicitation shall be deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdiction and the Tender Offer and Consent Solicitation is not made in any such jurisdiction where either a Dealer Manager or any of its affiliates is not licensed. The delivery of this announcement, the delivery of the Tender Offer and Consent Solicitation Memorandum or any purchase of Notes shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Holder participating in the Tender Offer and Consent Solicitation will be deemed to give certain representations in respect of the jurisdictions referred to above, and generally, on submission of a Tender Instruction or a Voting Only Instruction, as the case may be, in the Tender Offer and Consent Solicitation. Any submission of a Tender Instruction, or delivery of a Voting Only Instruction, as the case may be, pursuant to the Tender Offer and Consent Solicitation from a Holder that is unable to make these representations may be rejected. Each of the Company, the Dealer Managers and the Tender and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any Tender Instruction or Voting Only Instruction, 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 VEON Holdings B.V. and VIP Finance Ireland DAC for the purposes of Regulation (EU) No. 596/2014 on market abuse.

About VEON

VEON is a NASDAQ and Euronext Amsterdam-listed global provider of connectivity and internet services.

For more information visit: www.veon.com.

SOURCE VEON Holdings B.V.

Related Links

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