VEON announces final tender offer results

27 Jun 2017

VEON announces final tender offer results Amsterdam, 27 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 ( VEON ), today announces the aggregate principal amount of Notes (as defined below) validly tendered and not validly withdrawn pursuant to the Companys previously announced offer to purchase (the Offer , subject to the terms and conditions set out in the offer to purchase dated 30 May 2017 (the Offer to Purchase )) in relation to 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 the Company (the 2022 Notes and together with the 2018 Notes and the 2021 Notes, the Notes ).

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.

Further to the announcement of the Offer on 30 May 2017 and the announcement of the early tender results for the Offer on 13 June 2017, and the satisfaction of the Financing Condition on 19 June 2017, the Company hereby informs holders of the Notes (each a Holder and together, the Holders ) that, as at the Expiration Time (being 4.59 a.m. London time on 27 June 2017 (11.59 p.m. New York time on 26 June 2017)), the aggregate principal amount of each series of Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase by the Company is set out in the seventh column of the table below under the heading Aggregate Principal Amount of Notes Tendered since the Early Tender Time and Accepted for Purchase . The aggregate principal amount of each series of Notes validly tendered and accepted for purchase in the Offer is set out in the ninth column under the heading Aggregate Principal Amount Accepted for Purchase in the Offer , representing U.S. $1,258,656,000 in aggregate principal amount, or 51.8% of the total principal amount of the Notes. The consideration payable (excluding Accrued Interest (defined below)) by the Company in respect of the Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase, is set out in the eighth column of the table below under the heading Consideration payable at the Final Payment Date . Accrued Interest (as defined below) will also be paid.

ISINs CUSIP Title of Security Maturity Date Principal Amount Outstanding(1) Consideration Paid at the Early Payment Date(2) Aggregate Principal Amount of Notes Tendered since the Early Tender Time and Accepted for Purchase Consideration payable at the Final Payment Date(3) Aggregate Principal Amount Accepted for Purchase in the Offer Aggregate Principal Amount Outstanding following settlement of the Offer

US918242AB40 (Rule 144A)/

XS0361041808 (Reg S) 918242 AB4 U.S.

$1,000,000,000 9.125% Loan Participation Notes issued by VIP Finance Limited (the 2018 Notes) 30 April 2018 U.S.

$499,149,000 U.S.

$356,182,670 U.S.

$350,000 U.S.

$364,000 U.S.

$333,231,000 U.S.

$165,918,000

US918242AD06 (Rule 144A)/

XS0587031096 (Reg S) 918242 AD0 U.S.

$1,000,000,000 7.748% Loan Participation Notes issued by VIP Finance Ireland Limited (the 2021 Notes) 2 February 2021 U.S.

$650,570,000 U.S.

$315,287,081 U.S.

$0 U.S.

$0 U.S.

$273,865,000 U.S.

$376,705,000

US92718WAB54 (Rule 144A)/

XS0643183220 (Reg S) 92718W AB5 U.S.

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

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

$752,354,531 U.S.

$875,000 U.S.

$985,469 U.S.

$651,560,000 U.S.

628,463,000

Total - - - U.S.

$2,429,742,000 U.S.

$1,423,824,283 U.S.

$1,225,000 U.S.

$1,349,469 U.S.

$1,258,656,000 U.S.

$1,171,086,000

Aggregate principal amount of Notes outstanding as at the date of this announcement.

Consideration paid in respect of the Notes at the Early Payment Date is the aggregate Early Tender Purchase Price in respect of all Notes validly tendered at or prior to the Early Tender Time and accepted for purchase. Does not include Accrued Interest.

Consideration payable in respect of the Notes at the Final Payment Date is the aggregate Final Purchase Price in respect of all Notes validly tendered after the Early Tender Time and before the Expiration Time and accepted for purchase. Does not include Accrued Interest.

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

SettlementThe expected settlement date for Notes validly tendered after the Early Tender Time and not validly withdrawn pursuant to the Offer as at the Expiration Time is 29 June 2017 (the Final Payment Date ).

Holders who validly tendered Notes after the Early Tender Time and before the Expiration Time shall receive, on the Final Payment Date, the applicable Final 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 Final Payment Date ( Accrued Interest ), rounded upwards or downwards, at the Company's discretion, to the nearest cent.

The Final Purchase Price for each U.S.$1,000 in principal amount of 2018 Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time and accepted for purchase by the Company pursuant to the Offer is U.S.$1,040.00. Holders also receive Accrued Interest with respect to any 2018 Notes validly tendered and accepted for purchase in the Offer.

The Final Purchase Price for each U.S.$1,000 in principal amoun

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