VEON HOLDINGS B.V. AND VIP FINANCE IRELAND DAC ANNOUNCE EXTENSION OF EARLY TENDER TIME FOR CERTAIN OUTSTANDING DEBT SECURITIES

28 Nov 2018

VEON Holdings B.V. And VIP Finance Ireland DAC Announce Extension Of Early Tender Time For Certain Outstanding Debt Securities Amsterdam, Netherlands, 28 November 2018-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), announced today an extension of the early tender time relating to the Company's previously announced tender offer (in relation to all the Notes) and consent solicitation (in relation to the Any and All Consent Notes only) in respect 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) with a Principal Amount Outstanding of U.S.$376,705,000(1)(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.) with a Principal Amount Outstanding of U.S.$628,463,000(1)(ISIN: Rule 144A US92718WAB54/Reg S XS0643183220) (the 2022 Notes ) and unconditionally and irrevocably guaranteed by Public Joint Stock Company Vimpel-Communications ;

U.S.$1,000,000,000 5.95% Notes due 2023 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) with a Principal Amount Outstanding of U.S.$982,875,000(1)(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 ); and

U.S.$900,000,000 4.950% Notes due 2024 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) with a Principal Amount Outstanding of U.S.$900,000,000(1)(ISIN: 144A US92718WAG42/Reg S XS1625994618 ) (the 2024 Notes and together with the Any and All Consent Notes, the Notes ),

(1)Aggregate principal amount outstanding as at 13 November 2018.

in each case until 10:00 a.m. (London time) on 12 December 2018 (the Expiration Time ). Notes validly tendered at or prior to the Expiration Time will be eligible for the Early Tender Premium (as defined in the tender offer and consent solicitation memorandum dated 13 November 2018 (the Tender Offer and Consent Solicitation Memorandum )) and Voting Only Instructions received at or prior to the Expiration Time will be eligible for the Consent Fee (each as defined in the Tender Offer and Consent Solicitation Memorandum).

In addition, the maximum amount payable by the Company in respect of 2024 Notes accepted for purchase in the Tender Offer will no longer be the Capped Notes Tender Consideration but will instead be based on a maximum tender consideration of U.S.$400,000,000 (including the Early Tender Premium but excluding accrued interest payable thereon). The Company confirms that the tender consideration payable in respect of the Any and All Consent Notes will not be subject to any cap.

The previously announced withdrawal deadline of 10:00 p.m. (London time) on 27 November 2018 in respect of the Notes has passed and will not be extended. As a result, holders who have previously tendered Notes and holders who tender Notes at or before the Expiration Time may not withdraw those Notes. Holders who have already tendered Notes or delivered Voting Only Instructions need take no action as a result of this announcement.

If any of the Meetings in respect of the Any and All Consent Notes (which are scheduled to occur on 14 December 2018) is adjourned, the Company reserves the right to settle the Tender Offer in respect of (i) any of the Any and All Consent Notes that are not subject to an adjourned meeting and/or (ii) the 2024 Notes, in each case on the originally anticipated Settlement Date (as defined in the Tender Offer and Consent Solicitation Memorandum and which may be amended in the sole discretion of the Company). Accordingly, the Settlement Dates for the three series of Any and All Consent Notes may be different. Any extension of a Settlement Date in respect of one or more series of Any and All Consent Notes will not result in an extension of the Settlement Date in respect of the 2024 Notes unless otherwise announced by the Company. All references to any of the foregoing in the Tender Offer and Consent Solicitation Memorandum shall be deemed to be amended accordingly.

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: exchange.gats@citi.com). 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: liability.management@barclays.com); 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: liabilitymanagement.europe@citi.com); or Merrill Lynch International, at (Telephone: 44 20 7996 5420; Email: DG.LM_EMEA@baml.com).

This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities or a solicitation of consents. The terms and conditions of the tender offer and consent solicitation are set out in the Tender Offer and Consent Solicitation Memorandum. Other than the amendments described above, the terms contained in the Tender Offer and Consent Solicitation Memorandum remain unchanged.

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, c

LINK:	https://veon.com/media-center/Press-releases/2018/VEON-HOLDINGS-BV-AND...
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