VEON announces the pricing of US$1,500,000,000 senior notes in two tranches

14 Jun 2017

VEON announces the pricing of US$1,500,000,000 senior notes in two tranches Amsterdam, 14 June 2017 - VimpelCom Holdings B.V. (the Issuer ), a subsidiary of VEON Ltd. ( VEON ), announces the pricing of its US$600,000,000 3.95% Senior Notes due 2021 and US$900,000,000 4.95% Senior Notes due 2024 (collectively, the Notes ), which will be issued subject to market and other customary conditions (the Offering ). The Issuer intends to use the net proceeds of the Offering (i) to finance the purchase of the: (x) US$1,000,000,000 9.125% Loan Participation Notes due 2018, (y) US$1,000,000,000 7.748% Notes due 2021, in each case issued by VIP Finance Ireland Limited and (z) US$1,500,000,000 7.5043% Notes due 2022, issued by the Issuer (together, the Existing Notes ), tendered and accepted for purchase in accordance with the terms and conditions of a tender offer launched by the Issuer on 30 May 2017 pursuant to an offer to purchase of the same date and (ii) for general corporate purposes. The completion of the Offering is a condition to the purchase of the Existing Notes in the tender offer, and the settlement date for the Offering is expected to be 16 June 2017.

Important NoteIn member states of the European Economic Area, this press release is for distribution only to and directed only at persons who are qualified investors within the meaning of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the Prospectus Directive ). In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a Relevant Member State ), the investment contemplated by this press release is not being made, and will not be made, to the public in that Relevant Member State, other than to any legal entity that is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive. Each potential investor located within a Relevant Member State of the European Economic Area will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive.

Within the United Kingdom, this press release is for distribution only to and directed only at persons who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order ), (b) are persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations, etc ) of the Financial Promotion Order, (c) are outside the United Kingdom, or (d) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the investment may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons ). The investment is not being offered to the public in the United Kingdom. This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. The investment or investment activity to which this press release relates is only available to, and will only be engaged in with, relevant persons and any person who receive this press release who is not a relevant person should not rely or act upon it.

DisclaimerThe Issuer considers portions of this announcement to be forward-looking statements. Forward-looking statements can be identified by the use of words such as may , will , plan , should , expect , anticipate , estimate , continue or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Issuer cannot predict with accuracy and some of which the Issuer might not even anticipate. Although the Issuer believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, the Issuer can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties.

The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Issuer does not undertake to publicly update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events.

The information contained in this announcement constitutes inside information with respect to VimpelCom Holdings B.V. and VIP Finance Ireland Limited for the purposes of Regulation (EU) No. 596/2014 on market abuse.

Contact information

Investor Relations

Bart Morselt

ir@veon.com

Media and Public Relations

Maria Piskunenko

pr@veon.com

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