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VEON Holdings B.V. and VIP Finance Ireland DAC Announce Cash Tender Offer for Certain Outstanding Debt Securities and Concurrent Consent SolicitationAMSTERDAM, Nov. 13, 2018 /PRNewswire/ -- VEON Holdings B.V. (the "Company"), a wholly-owned subsidiary of VEON Ltd. ("VEON"), announced today that it commenced a cash tender offer (the "Tender Offer") for:
in all cases subject to the terms and conditions set out in a tender offer and consent solicitation memorandum (the "Tender Offer and Consent Solicitation Memorandum") dated today. In addition, 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), subject to the terms and conditions set out in the Tender Offer and Consent Solicitation Memorandum, are soliciting consents (the "Consent Solicitation" and together with the Tender Offer, the "Tender Offer and Consent Solicitation") with respect to the Any and All Consent Notes 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 extraordinary resolution (i) the trust deeds pursuant to which the Any and All Consent Notes were constituted (the "Trust Deeds") to remove and amend certain covenants therein; (ii) the terms and conditions of the 2022 Notes and the 2023 Notes to remove the negative pledge covenants contained therein; and (iii) the loan agreement dated February 1, 2011 (the "Loan Agreement") between Public Joint Stock Company "Vimpel-Communications" as borrower and VIP Finance Ireland DAC as lender in respect of the 2021 Notes, all as more fully set out in the relevant extraordinary resolution (each, an "Extraordinary Resolution") (the "Proposed Amendments"). Holders of Any and All Consent Notes that do not wish to participate in the Tender Offer may submit an instruction voting in favour or against the Proposed Amendments (each a "Voting Only Instruction").
The Tender Offer and Consent Solicitation is made pursuant to the Tender Offer and Consent Solicitation Memorandum dated today, which sets out a comprehensive description of the Tender Offer and Consent Solicitation. Capitalised terms used but not defined herein shall have the respective meanings given to them in the Tender Offer and Consent Solicitation Memorandum. The purpose of the Tender Offer is to use cash on-hand from the proceeds of the sale of VEON's 50% stake in Wind Tre in order to reduce the principal amount outstanding under the Notes and associated interest expenses. In line with many other any and all tender offers for U.S. dollar bonds, concurrently with the Tender Offer, the Company is seeking to amend or remove certain covenants of the Notes which are the subject of the Consent Solicitation. The Tender Offer and Consent Solicitation will commence on November 13, 2018. The Tender Offer will expire at 5:00 a.m. New York time (10:00 a.m. London time) on December 12, 2018 (the "Tender Offer Period"), unless extended, re-opened or earlier terminated by the Company in its sole discretion (such time and date of expiry, as the same may be extended in respect of any series of Notes, the "Expiration Time") and the period for the delivery of Voting Only Instructions in respect of the Consent Solicitation will end at 10:00 a.m. in respect of the 2021 Notes, 10:15 a.m. in respect of the 2022 Notes and 10:30 a.m. in respect of the 2023 Notes (in each case, London time) on December 12, 2018 (the "Consent Solicitation Period"), unless in each case it is extended or terminated (in respect of any series of Notes) earlier as described in the Tender Offer and Consent Solicitation Memorandum. In respect of Notes accepted for purchase, payment for Notes validly tendered and not validly withdrawn in the Tender Offer and Consent Solicitation is expected to be made on December 17, 2018 (the "Settlement Date"). Subject to the terms and conditions set forth in the Tender Offer and Consent Solicitation Memorandum, Holders of Any and All Consent Notes that validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m. New York time (10:00 p.m. London time) on November 27, 2018 (such time and date, as may be extended in respect of any series of Notes, the "Early Tender Time") (and providing such tender is received by the Tender and Tabulation Agent (as defined below) at or prior to the Early Tender Time), will be eligible to receive, on the Settlement Date, the Early Tender Premium (as further described herein) plus the Tender Offer Consideration (as further described herein) (the "Total Consideration"). No separate Consent Payment will be payable to Holders of Any and All Consent Notes that receive the Total Consideration or Tender Offer Consideration. Holders of Any and All Consent Notes that validly tender their Notes after the Early Tender Time and do not validly withdraw their Notes after the Early Tender Time and at or prior to the Expiration Time (and providing such tender is received by the Tender and Tabulation Agent at or prior to the Expiration Time) will be eligible to receive the Tender Offer Consideration on the Settlement Date but will not be eligible to receive the Early Tender Premium. Subject to the terms and conditions set forth in the Tender Offer and Consent Solicitation Memorandum, Holders of Any and All Consent Notes that validly deliver (and do not validly revoke) a Voting Only Instruction in favour of the relevant Extraordinary Resolution at or prior to (and which is received by the Tender and Tabulation Agent at or prior to) the Early Tender Time will be entitled to receive the Consent Payment, provided, that, inter alia, the relevant Extraordinary Resolution is approved and the Offer Conditions are satisfied. The Consent Payment will be paid in cash on the Settlement Date. Holders of Any and All Consent Notes who deliver a Voting Only Instruction voting against the Proposed Amendments or who attend the relevant meeting convening Holders of the Any and All Consent Notes (each, a "Meeting") in person or who appoint a proxy other than an employee of the Tender and Tabulation Agent to attend and vote at the relevant Meeting on their behalf (as opposed to voting via the delivery of Voting Only Instructions in favour of the Proposed Amendments) will not be entitled to receive the Consent Payment. Holders of Any and All Consent Notes who validly submit Voting Only Instructions after the Early Tender Time will not be eligible to receive the Consent Payment (or, for the avoidance of doubt, the Tender Offer Consideration or Early Tender Premium). For the avoidance of doubt, the Tender Offer is not conditional upon the success of the Consent Solicitation and the payment of the Tender Offer Consideration and/or the Early Tender Premium in respect of any series of Any and All Consent Notes will not be conditional on the approval of the Extraordinary Resolution relating to such series. Holders of Capped Notes that validly tender and do not validly withdraw their Notes at or prior to, and which are received by the Tender and Tabulation Agent at or prior to, the Early Tender Time will, to the extent their Notes are accepted for purchase, receive the Total Consideration on the Settlement Date. Holders of Capped Notes that validly tender and do not validly withdraw their Notes after the Early Tender Time, but at or prior to (and which are received by the Tender and Tabulation Agent at or prior to) the Expiration Time, will, to the extent their Notes are accepted for purchase, receive the Tender Offer Consideration on the Settlement Date, but will not be eligible to receive the Early Tender Premium. Notes tendered prior to the Early Tender Time may be withdrawn at any time prior to 5:00 p.m. New York time (10:00 p.m. London time) on November 27, 2018, unless extended by the Company in respect of any series of Notes (such time and date, as the same may be extended in respect of any series of Notes, the "Withdrawal Time") but not thereafter. Notes that are accepted for purchase by the Company pursuant to this Tender Offer and Consent Solicitation will be cancelled. The terms and conditions concerning revocability of Voting Only Instructions are set out in full in the Tender Offer and Consent Solicitation Memorandum and Holders submitting Voting Only Instructions should refer to such provisions therein. Deadlines set by any intermediary or clearing system will be earlier than these deadlines. Notes tendered after the Withdrawal Time may not be withdrawn except in the limited circumstances described herein. The aggregate principal amount of Capped Notes accepted for purchase in the Tender Offer will be based on a maximum tender consideration (including any Early Tender Premium payable, but excluding any Accrued Interest payable) of U.S.$1,350,000,000 (the "Maximum Tender Consideration") less the consideration payable for the aggregate principal amount of Any and All Consent Notes accepted for purchase (such consideration excluding any Accrued Interest payable for such Notes). The Any and All Consent Notes will be accepted for purchase before the Capped Notes. Capped Notes that are validly tendered in the Tender Offer and Consent Solicitation will be accepted in an amount up to a maximum tender consideration (including any Early Tender Premium payable, but excluding any Accrued Interest payable) of the Maximum Tender Consideration less the aggregate amount of the Tender Offer Consideration and the Early Tender Premium payable in respect of all Any and All Consent Notes accepted for purchase (but excluding any Accrued Interest payable on such Any and All Consent Notes) (the "Capped Notes Tender Consideration"). For the avoidance of doubt, the Tender Offer in respect of Any and All Consent Notes is not subject to any maximum tender amount. If the aggregate consideration (including any Early Tender Premium payable, but excluding any Accrued Interest payable) for the Any and All Consent Notes accepted for purchase in the Tender Offer is equal to or exceeds the Maximum Tender Consideration, then none of the Capped Notes will be accepted for purchase. The Company, in its sole discretion, may increase or modify the Maximum Tender Consideration and/or the Capped Notes Tender Consideration. If the Company accepts any validly tendered Any and All Consent Notes for purchase then all such Any and All Consent Notes validly tendered (and not validly withdrawn) will be accepted for purchase in full without pro-ration, in accordance with the terms and conditions of the Tender Offer and Consent Solicitation. Capped Notes validly tendered (and not validly withdrawn) may be accepted for purchase in accordance with the terms and conditions of the Tender Offer and Consent Solicitation Memorandum but may be subject to pro-ration so that the Company will only accept for purchase an amount of Capped Notes resulting in an aggregate consideration payable (excluding Accrued Interest) up to the Capped Notes Tender Consideration. More information on priority of purchase and pro-ration is provided in the Tender Offer and Consent Solicitation Memorandum. In addition to the Tender Offer Consideration or the Total Consideration, as the case may be, the Company will pay in respect of the Notes accepted for purchase in the Tender Offer and Consent Solicitation accrued interest from (and including) the immediately preceding interest payment date for the respective Notes up to but excluding the Settlement Date ("Accrued Interest"). No tenders of Notes received by the Tender and Tabulation Agent after the Early Tender Time will be eligible for the Early Tender Premium. No tenders of Notes will be valid if received by the Tender and Tabulation Agent after the Expiration Time. Indicative Timetable for the Tender Offer and Consent Solicitation:
Subject to applicable law and the terms of the Trust Deeds, the Company may, in its sole discretion, in respect of any series of Notes, extend the Expiration Time and/or Tender Offer Period and/or the Consent Solicitation Period, postpone the Early Tender Time, the Voting Deadline (in the case of the Any and All Consent Notes), the Announcement Date and/or the Settlement Date, re-open the Tender Offer and Consent Solicitation, amend any Offer Conditions and/or terminate the Tender Offer and Consent Solicitation. The Company has retained Barclays Bank PLC, Citigroup Global Markets Limited and Merrill Lynch International (together, the "Dealer Managers") to serve as the dealer managers and Citibank, N.A., London Branch to serve as the tender and tabulation agent (the "Tender and Tabulation Agent") for the Tender Offer and Consent Solicitation. 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 Ltd. 
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