VEON announces early tender results

13 Jun 2017

VEON announces early tender results Amsterdam, 13 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 ( VEON ), today announces the aggregate principal amount of Notes (as defined below) validly tendered and not validly withdrawn pursuant to the Company's previously announced cash tender offer (the Offer , subject to the terms and conditions set out in the offer to purchase dated 30 May 2017 (the Offer to Purchase )) prior to the Early Tender Time. The table below sets forth the principal amount validly tendered and not validly withdrawn pursuant to the Offer as at the Early Tender Time of each of the (i) U.S.$1,000,000,000 9.125% Loan Participation Notes due 2018 issued by, but with limited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 but not otherwise defined in this announcement have the same meanings given to them in the Offer to Purchase.

Description of the Notes ISIN CUSIP Early Tender Purchase PricePer U.S.$1,000 Principal amount outstanding Amount tendered at or prior to the Early Tender Time

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 U.S.$1,070.00 U.S.$499,149,000 U.S.$332,881,000

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 U.S.$1,151.25 U.S.$650,570,000 U.S.$273,865,000

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 U.S.$1,156.25 U.S.$1,280,023,000 U.S.$650,685,000

Total - - - U.S.$2,429,742,000 U.S.$1,257,431,000

The Offer will finally expire on 27 June 2017 at 4:59 a.m. London time (26 June 2017 at 11:59 p.m. New York City time), unless extended (such time and date, as the same may be extended, the Expiration Time ). Tenders of Notes received after the Early Tender Time may not be withdrawn or revoked.

On 14 June 2017, the Company will announce whether the conditions to the Offer, including the Financing Condition, are expected to be satisfied or waived.

Subject to the conditions to the Offer, including the Financing Condition, being satisfied or waived, and to valid tenders of Notes being accepted by the Company, on 19 June 2017, holders of the Notes who validly tendered and did not withdraw their Notes before the Early Tender Time shall receive the applicable Early Tender 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 Early Payment Date ( Accrued Interest ), rounded upwards or downwards, at the Company's discretion, to the nearest cent.

On 27 June 2017, the Company will announce the principal amount of Notes of each series accepted for purchase and the aggregate principal amount of Notes that will remain outstanding following completion of the Offer.

On a date promptly following the Expiration Time, which is expected to be on or about 29 June 2017, and subject to the satisfaction or waiver of the conditions to the Offer, the holders of the Notes will be paid the Final Purchase Price plus Accrued Interest in respect of all Notes validly tendered after the Early Tender Time but at or prior to the Expiration Time. The above times and dates are subject to the rights of the Company to extend, re-open, amend, waive in whole or in part any condition to, withdraw and/or terminate any or all of the Offer (subject to applicable law).

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 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 refere

LINK:	http://www.vimpelcom.com/Media-center/Press-releases/2017/Veon-announc...
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