VimpelCom Holdings B.V. announces cash tender offer for certain outstanding debt securities

30/05/2017

30 May 2017

VimpelCom Holdings B.V. announces cash tender offer for certain outstanding debt securities 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.

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