VEON HOLDINGS B.V. AND VIP FINANCE IRELAND DAC ANNOUNCE CASH TENDER OFFER FOR CERTAIN OUTSTANDING DEBT SECURITIES AND CONCURRENT CONSENT SOLICITATION

13 Nov 2018

VEON Holdings B.V. And VIP Finance Ireland DAC Announce Cash Tender Offer For Certain Outstanding Debt Securities And Concurrent Consent Solicitation Amsterdam, Netherlands, 13 November 2018-VEON Holdings B.V. (the Company ), a wholly-owned subsidiary of VEON Ltd. ( VEON ),announced today that it commenced a cash tender offer (the Tender Offer ) for:

any and all of the outstanding:

(i) 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) (the 2021 Notes );

(ii) U.S.$1,500,000,000 7.5043% Guaranteed Notes due 2022 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) (the 2022 Notes ) and unconditionally and irrevocably guaranteed by Public Joint Stock Company Vimpel-Communications ; and

(iii) U.S.$1,000,000,000 5.95% Notes due 2023 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) (the 2023 Notes , and, together with the 2021 Notes and the 2022 Notes, the Any and All Consent Notes );

an amount such that the consideration payable (excluding accrued interest) is not to exceed the Capped Notes Tender Consideration (as defined below) of the:

outstanding U.S.$900,000,000 4.950% Notes due 2024 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) (the 2024 Notes or the Capped Notes, and together with the Any and All Consent Notes, the Notes ),

in all cases subject to the terms and conditions set out in a tender offer and consent solicitation memorandum (the Tender Offer and Consent Solicitation Memorandum ) dated today.

In addition, the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only), subject to the terms and conditions set out in the Tender Offer and Consent Solicitation Memorandum, are soliciting consents (the Consent Solicitation and together with the Tender Offer, the Tender Offer and Consent Solicitation ) with respect to the Any and All Consent Notes from holders of the Any and All Consent Notes (each a Holder and together with holders of any series of Notes, the Holders ) to amend by extraordinary resolution (i) the trust deeds pursuant to which the Any and All Consent Notes were constituted (the Trust Deeds ) to remove and amend certain covenants therein; (ii) the terms and conditions of the 2022 Notes and the 2023 Notes to remove the negative pledge covenants contained therein; and (iii) the loan agreement dated February 1, 2011 (the Loan Agreement ) between Public Joint Stock Company Vimpel-Communications as borrower and VIP Finance Ireland DAC as lender in respect of the 2021 Notes, all as more fully set out in the relevant extraordinary resolution (each, an Extraordinary Resolution ) (the Proposed Amendments ). Holders of Any and All Consent Notes that do not wish to participate in the Tender Offer may submit an instruction voting in favour or against the Proposed Amendments (each a Voting Only Instruction ).

Offer for the Any and All Consent Notes

Title of Security

ISINs

CUSIP

Maturity Date

Principal Amount Outstanding(1)

Tender Offer Consideration(2)

Early Tender Premium(3)

Total Consideration(4)

Consent Payment(5)

Amount subject to Tender Offer

U.S.$1,000,000,000 7.748% Loan Participation Notes issued by VIP Finance Ireland DAC (formerly VIP Finance Ireland Limited) (the 2021 Notes) US918242AD06

(Rule 144A)

XS0587031096

(Reg S) 918242 AD0 February 2, 2021 U.S.$376,705,000 U.S.$1,061.25 U.S.$30.00 U.S.$1,091.25 U.S.$5.00 Any and all

U.S.$1,500,000,000 7.5043% Guaranteed Notes issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) (the 2022 Notes) US92718WAB54

(Rule 144A)

XS0643183220

(Reg S) 92718W AB5 March 1, 2022 U.S.$628,463,000 U.S.$1,071.25 U.S.$30.00 U.S.$1,101.25 U.S.$5.00 Any and all

U.S.$1,000,000,000 5.95% Notes issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) (the 2023 Notes) US92718WAE93

(Rule 144A)

XS0889401724

(Reg S) 92718W AE9 February 13, 2023 U.S.$982,875,000 U.S.$1,007.50 U.S.$30.00 U.S.$1,037.50 U.S.$5.00 Any and all

Offer for the Capped Notes

Title of Security

ISINs

CUSIP

Maturity Date

Principal Amount Outstanding(1)

Tender Offer Consideration(2)

Early Tender Premium(3)

Total Consideration(4)

Amount subject to Tender Offer

U.S.$900,000,000 4.950% Notes issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) US92718WAG42

(Rule 144A)

XS1625994618

(Reg S) 92718W AG4 June 16, 2024 U.S.$900,000,000 U.S.$932.50 U.S.$30.00 U.S.$962.50 A principal amount of Capped Notes that may be purchased for an aggregate consideration (including any Early Tender Premium payable but excluding any Accrued Interest payable) which is equal to the Capped Notes Tender Consideration.

(1) Aggregate principal amount of Notes outstanding as at the date hereof.

(2) Per U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn (and which are received by the Tender and Tabulation Agent) after the Early Tender Time (as defined herein) and at or prior to the Expiration Time (as defined herein) and accepted for purchase. Does not include the Early Tender Premium. Does notinclude Accrued Interest (as defined herein), which will be paid on allNotes accepted for purchase.

(3) Per U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to (and which are received by the Tender and Tabulation Agent at or prior to) the Early Tender Time and accepted for purchase.

(4) Per U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to (and which are received by the Tender and Tabulation Agent at or prior to) the Early Tender Time and accepted for purchase. Includes the Tender Offer Consideration and the Early Tender Premium. Does not include Accrued Interest, which will be pai

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