VEON enters into agreement to sell its Russian operations

Amsterdam, Netherlands, 24 November 2022 13:25 - VEON Ltd. (NASDAQ: VEON, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, today announces that following a competitive process, it has entered into an agreement to sell VEON's Russian operations to certain senior members of the management team of PJSC VimpelCom ( VimpelCom ), led by its current CEO Aleksander Torbakhov.

The management buy-out of VimpelCom implies an expected enterprise value of approximately RUB 370 billion, representing an expected enterprise value / 2022E EBITDA multiple of 3.2x. On a standalone basis, for the twelve months ended 30 September 2022, VimpelCom generated revenue of RUB 339 billion and EBITDA of RUB 115 billion.

Under the agreement, VEON will receive total consideration of RUB 130 billion (approximately USD 2.1 billion[1]). It is expected that the total consideration will be paid primarily by VimpelCom taking on and discharging certain VEON Holdings B.V. debt, thus significantly deleveraging VEON's balance sheet. The transaction is subject to customary closing conditions, including receipt of requisite regulatory approvals, licenses from relevant government authorities and any required consent from VEON creditors. The target completion date for the transaction is on or before 1 June 2023, with options on both sides for extensions in case any required regulatory license has not yet been received.

After considering numerous options, I am confident that the agreed sale of VEON's Russian operations to the VimpelCom management team represents an optimal solution for VEON, its Russian operations and the stakeholders of both companies, including customers, shareholders and creditors, as well as employees both in and outside of Russia. VEON is committed to ensuring the transaction is seamless for staff and customers in Russia, with no disruption to the services currently provided, said Kaan Terzio lu, CEO of VEON Group. This transaction will be equity accretive, result in significant deleveraging of VEON's balance sheet and will enhance VEON's credit profile.

As part of the transaction, ownership of VEON's Kazakhstan operations will be transferred to VEON Holdings B.V. and certain inter-company loans will be extinguished. This will ensure that VEON will continue to consolidate its Kazakhstan operations, with VEON Holdings B.V. taking direct ownership of the Group's 75% stake in Kar-Tel, which operates under the Beeline brand.

The agreement also includes a customary provision that enables VEON to benefit from a potential subsequent event, including a sale of VimpelCom at a higher valuation, for a period of 30 months following closing, and provides for typical termination rights in favor of VEON in case of a change in control of the buyer entity (JSC Kopernik-Invest 3). The agreement is governed by Russian law and provides for international dispute resolution.

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[1] USD/RUB rate of 60.5043, source: Central Bank of Russia FX rate as of 24 November 2022

LINK:	https://www.veon.com/media/media-releases/2022/veon-enters-into-agreem...
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