AMSTERDAM, Dec. 13, 2018
/PRNewswire/ -- 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), announce today an
extension of the Expiration Time and the Voting Deadline (each as
defined in the tender and consent solicitation memorandum dated
13 November 2018 (the "Tender
Offer and Consent Solicitation Memorandum")) in respect
of:
(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) with a Principal Amount Outstanding of U.S.$376,705,000(1) (ISIN: Rule 144A
US918242AD06/Reg S XS0587031096) (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.) 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"; and
(iii) 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").
(1) Aggregate principal amount outstanding as at
13 November 2018.
The Expiration Time for the Any and All Consent Notes will
extend until 10:00 a.m. (London time) on 26
December 2018 (the "Extended Expiration Time") and
the Voting Deadline will extend until 10.00
a.m. (London Time) on 26 December
2018 for the 2021 Notes, 10.15
a.m. (London time) on 26
December 2018 for the 2022 Notes and 10.30 a.m. (London time) on 26 December 2018 for the
2023 Notes (the "Extended Voting Deadline").
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer and Consent Solicitation Memorandum.
The previously announced extended early tender time of
10.00 a.m. (London time) on 12
December 2018 (the "Extended Early Tender Time") has
passed. As a result, Holders of the Any and All Consent Notes
validly tendered at or prior to the Extended Early Tender Time are
eligible to receive the Early Tender Premium and Voting Only
Instructions which were received at or prior to the Extended Early
Tender Time are eligible to receive the Consent Payment.
Holders of the Any and All Consent Notes validly tendered at or
prior to the Extended Expiration Time but after the Extended Early
Tender Time will be eligible to receive the Tender Offer
Consideration but will not be eligible to receive the Early Tender
Premium and Voting Only Instructions received at or prior to the
Extended Voting Deadline but after the Extended Early Tender Time
will not be eligible to receive the Consent Payment. The Consent
Payment will be payable to a Holder only in the event that,
inter alia, the relevant Extraordinary Resolution is
approved, if the Holder has voted in favour of the applicable
Extraordinary Resolution and if the other Offer Conditions are
satisfied.
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 Extended
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.
The new Settlement Date for each series of the Any and All
Consent Notes will be 3 January 2019.
All references to any of the foregoing in the Tender Offer and
Consent Solicitation Memorandum shall be deemed to be amended
accordingly.
The Company also hereby informs Holders that, further to the
announcement of the 2024 Tender Offer (as defined below) on
13 November 2018 and to the
announcement amending the maximum tender consideration of the 2024
Notes on 28 November 2018:
(i) The tender offer (the "2024 Tender Offer") of
the Company's U.S.$900,000,000 4.950%
Notes due 2024 (ISIN: 144A US92718WAG42/Reg S XS1625994618 ) (the
"2024 Notes") has expired as of 10.00
a.m. (London time) on
12 December 2018 (the "Expiration
Time"); and
(ii) as at the Expiration Time, the aggregate principal
amount of the 2024 Notes validly tendered and accepted for purchase
by the Company (subject to (a) the terms and conditions set out in
the Tender Offer and Consent Solicitation Memorandum and (b) the
announcement by the Company on 28 November
2018, whereby the Company announced (i) the maximum amount
payable by the Company in respect of the 2024 Notes 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), and (ii) the
extension of the early tender time for the 2024 Notes to the
Extended Early Tender Time) is set out in the sixth column of the
table below under the heading "Aggregate Principal Amount Accepted
for Purchase", representing U.S.$367,462,000 of principal amount of the 2024
Notes. The consideration payable (including any Early Tender
Premium but excluding Accrued Interest (defined below)) by the
Company in respect of the 2024 Notes validly tendered and accepted
for purchase is set out in the eighth column of the table below
under the heading "Consideration payable", and amounts to
U.S.$353,682,175 in aggregate.
Accrued Interest payable in respect of the 2024 Notes (per
U.S.$1,000 in nominal amount of
Notes) validly tendered and accepted for purchase is set out in the
ninth column of the table below under the heading "Accrued
Interest". All 2024 Notes validly tendered in the 2024 Tender Offer
have been accepted in full and there will be no pro-ration.
2024 Notes
ISINs
|
CUSIP
|
Title of
Security
|
Maturity
Date
|
Principal
Amount
Outstanding(1)
|
Aggregate
Principal
Amount
Accepted
for
Purchase
|
Aggregate
Principal
Amount
Outstanding
following
settlement
of the
Offer
|
Consideration
payable(2)
|
Accrued
Interest(3)
|
US92718WAG42 (Rule
144A)
XS1625994618
(Reg S)
|
92718W AG4
|
U.S.$900,000,000
4.950% Notes issued by VEON Holdings B.V. (formerly VimpelCom
Holdings B.V.)
|
June 16,
2024
|
U.S.$900,000,000
|
U.S.$367,462,000
|
U.S.$532,538,000
|
U.S.$353,682,175
|
U.S.$0.1375
|
(1) Aggregate principal amount of 2024 Notes outstanding as
at the date of this announcement.
(2) Consideration
payable in respect of the 2024 Notes is the Tender Offer
Consideration in respect of 2024 Notes validly tendered and
accepted for purchase plus, if applicable, any Early Tender
Premium. Does not include Accrued Interest.
(3) Accrued
Interest in respect of the 2024 Notes (per U.S.$1,000 in nominal amount of Notes) consists of
interest accrued but unpaid from the previous interest payment date
up to, but not including, the Settlement Date.
No 2024 Notes purchased pursuant to the 2024 Tender Offer will
be reissued or resold.
Settlement
The expected settlement date for the 2024 Tender Offer is
17 December 2018 (the "Settlement
Date").
Holders of 2024 Notes who validly tendered and did not withdraw
their 2024 Notes before the Extended Early Tender Time will receive
the Total Consideration (as defined in the Tender Offer and Consent
Solicitation Memorandum) on the Settlement Date, which includes the
Early Tender Premium of U.S.$30 per
U.S.$1,000 principal amount of 2024
Notes validly tendered and accepted for purchase.
Subject to the conditions set out in the Tender Offer and
Consent Solicitation Memorandum, the Company will pay to the
holders of the 2024 Notes in cash on the Settlement Date (i) the
Total Consideration and (ii) accrued interest up to, but not
including, the Settlement Date ("Accrued Interest").
The 2024 Tender Offer has now expired and no further 2024 Notes
can be tendered for purchase pursuant to the Offer.
2024 Notes that have not been tendered and accepted for purchase
by the Company pursuant to the 2024 Tender Offer will remain
outstanding and will remain subject to the terms and conditions of
such 2024 Notes.
For further information
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 is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell with respect to the Notes. The Tender Offer and Consent
Solicitation is being made only pursuant to the Tender Offer and
Consent Solicitation Memorandum and only in such jurisdictions as
is permitted under applicable law.
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," "could," "would," "should,"
"expect," "plan," "anticipate," "intend," "seek," "believe,"
"estimate," "predict," "potential," "continue," "contemplate,"
"possible" and other similar words. Forward-looking statements are
inherently subject to risks and uncertainties, many of which the
Company cannot predict with accuracy and some of which the Company
might not even anticipate. Although the Company believes that the
expectations reflected in such forward-looking statements are based
upon reasonable assumptions at the time made, these assumptions are
inherently uncertain and involve a number of risks and
uncertainties that are beyond the Company's control; therefore, the
Company 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,
including, without limitation, possible changes in the timing and
consummation of the Tender Offer and Consent Solicitation.
Holders are therefore cautioned not to place undue reliance on
these forward-looking statements. The Company assumes no obligation
to update and supplement forward-looking statements that become
untrue because of subsequent events, new information or otherwise
except as may be required under Rule 14e-l under the Exchange Act
or any other applicable laws.
Such forward-looking statements contained in this announcement
and the Tender Offer and Consent Solicitation Memorandum or any
document incorporated by reference therein speak only as of the
date of this announcement and the Tender Offer and Consent
Solicitation Memorandum or such document incorporated by reference
therein. Accordingly, the Company does not undertake any obligation
to 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.
Holders should, however, consult any further disclosures of a
forward-looking nature made in the documents incorporated by
reference in the Tender Offer and Consent Solicitation Memorandum.
These cautionary statements qualify all forward-looking statements
attributable to the Company, or persons acting on its behalf.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer and Consent
Solicitation Memorandum constitutes an invitation to participate in
the Tender Offer and Consent Solicitation in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such invitation or for there to be such participation under
applicable securities laws. The distribution of this announcement
and the Tender Offer and Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer and Consent
Solicitation Memorandum comes are required by the Company, the
Dealer Managers and the Tender and Tabulation Agent to inform
themselves about and to observe any such restrictions.
United Kingdom
This announcement and the Tender Offer and Consent Solicitation
Memorandum and any other documents or materials relating to the
Tender Offer and Consent Solicitation (including memoranda,
information circulars, brochures or similar documents) have not
been approved by an authorised person in the United Kingdom for the purposes of Section 21
of the FSMA. Accordingly, such documents and/or materials relating
to the Tender Offer and Consent Solicitation are not being
distributed to, and must not be passed onto, the general public in
the United Kingdom. Such documents
and/or materials are for distribution only to persons who (i) have
professional experience in matters relating to investments (being
investment professionals falling within Article 19(5) of the
Financial Promotion Order), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom, or
(iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the FSMA)
may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This announcement and the Tender Offer and Consent
Solicitation Memorandum is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this
announcement or the Tender Offer and Consent Solicitation
Memorandum relates is available only to relevant persons and will
be engaged in only with relevant persons. No part of this
announcement or the Tender Offer and Consent Solicitation
Memorandum should be published, reproduced, distributed or
otherwise made available in whole or in part to any other
person.
No person may communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the FSMA) received by it in connection
with the issue or sale of the securities other than in
circumstances in which Section 21(1) of the FSMA does not
apply.
Republic of Italy
None of this announcement, the Tender Offer and Consent
Solicitation Memorandum or any other documents or materials
relating to the Tender Offer and Consent Solicitation Memorandum
and/or the Tender Offer and Consent Solicitation have been or will
be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations. The Tender Offer and Consent
Solicitation is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May
1999, as amended (the "Issuers' Regulation"), as the
case may be.
Accordingly, Holders or beneficial owners of the Notes that are
located or resident in Italy can
tender the Notes for purchase pursuant to the Tender Offer through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time,
and Legislative Decree No. 385 of 1
September 1993, as amended from time to time) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer and Consent
Solicitation.
The Republic of France
The Tender Offer and Consent Solicitation is not being made,
directly or indirectly, to the public in the Republic of
France ("France"). This announcement, the Tender
Offer and Consent Solicitation Memorandum or any other
documentation or material relating to the Tender Offer and Consent
Solicitation (including memoranda, information circulars, brochures
or similar documents) have not been distributed to, and or are not
being distributed to, the general public in France. Only (i) persons that provide
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de
tiers) and/or (ii) qualified investors (investisseurs
qualifiés) (that are not individuals), in each case acting on
their own account, and all as defined in and pursuant to articles
L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et
Financier, are eligible to participate in the Tender Offer and
Consent Solicitation. This announcement, the Tender Offer and
Consent Solicitation Memorandum and any other documents or
materials relating to the Tender Offer and Consent Solicitation
have not been submitted for clearance to or approved by of the
Autorité des Marchés Financiers.
Ireland
This announcement and the Tender Offer and Consent Solicitation
is not being made, directly or indirectly, to the public in
Ireland and no offers or sales of
any Notes under or in connection with the Tender Offer and Consent
Solicitation may be effected and this announcement and the Tender
Offer and Consent Solicitation Memorandum may not be distributed in
Ireland except in conformity with
the provisions of Irish law including (i) the Companies Act 2014
(as amended), (ii) the European Union (Markets in Financial
Instruments) Regulations 2017 (as amended), including without
limitation, Regulation 5 (Requirements for authorisation (and
certain provisions concerning MTFs and OTFs)) or any codes of
conduct issued in connection therewith, and the provisions of the
Investor Compensation Act 1998 (as amended), (iii) the Market Abuse
Regulation (EU 596/2014) (as amended) and any rules and guidance
issued under Section 1370 of the Companies Act 2014, and (iv) the
Central Bank Acts 1942 to 2015 and any codes of practice made under
Section 117(1) of the Central Bank Act 1989 (as amended).
General
The Dealer Managers, the Tender and Tabulation Agent, BNY Mellon
Corporate Trustee Services Limited ("BNYM") and Citibank,
N.A., London Branch
("Citibank" and together with BNYM, the "Trustees")
(or their respective directors, officers, employees, agents or
affiliates) have not separately verified the information contained
herein or in the Tender Offer and Consent Solicitation Memorandum
(or incorporated by reference therein) and make no representations,
warranties, undertakings or recommendations (express or implied)
whatsoever regarding this announcement, the Tender Offer and
Consent Solicitation Memorandum or any other information provided
in connection with the Tender Offer and Consent Solicitation. The
Dealer Managers, the Tender and Tabulation Agent and the Trustees
(or their respective directors, officers, employees, agents or
affiliates) accept no liability or responsibility as to the
accuracy or completeness of the information contained in the Tender
Offer and Consent Solicitation Memorandum, this announcement or any
other information provided in connection with the Tender Offer and
Consent Solicitation.
This announcement and the Tender Offer and Consent Solicitation
Memorandum or the electronic transmission thereof does not
constitute an offer to buy any securities or the solicitation of a
Tender Instruction or Voting Only Instruction in any jurisdiction
in which such offer or solicitation is unlawful, and Tender
Instructions or Voting Only Instructions by Holders originating
from any jurisdiction in which such offer or solicitation is
unlawful will be rejected. In those jurisdictions where the
securities laws, "blue sky" laws or other applicable laws require
this announcement and/or the Tender Offer and Consent Solicitation
to be made by a licensed broker or dealer and any Dealer Manager or
any of its respective affiliates is such a licensed broker or
dealer in such jurisdiction, the Tender Offer and Consent
Solicitation shall be deemed to be made on behalf of the Company by
such Dealer Manager or affiliate (as the case may be) in such
jurisdiction and the Tender Offer and Consent Solicitation is not
made in any such jurisdiction where either a Dealer Manager or any
of its affiliates is not licensed. The delivery of this
announcement, the delivery of the Tender Offer and Consent
Solicitation Memorandum or any purchase of Notes shall not, under
any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof, or that
the information herein is correct as of any time subsequent to the
date hereof.
Each Holder participating in the Tender Offer and Consent
Solicitation will be deemed to give certain representations in
respect of the jurisdictions referred to above, and generally, on
submission of a Tender Instruction or a Voting Only Instruction, as
the case may be, in the Tender Offer and Consent Solicitation. Any
submission of a Tender Instruction, or delivery of a Voting Only
Instruction, as the case may be, pursuant to the Tender Offer and
Consent Solicitation from a Holder that is unable to make these
representations may be rejected. Each of the Company, the Dealer
Managers and the Tender and Tabulation Agent reserves the right, in
its absolute discretion, to investigate, in relation to any Tender
Instruction or Voting Only Instruction, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender may be rejected.
The information contained in this announcement constitutes
inside information with respect to VEON Holdings B.V. and VIP
Finance Ireland DAC for the purposes of Regulation (EU) No.
596/2014 on market abuse.
About VEON
VEON is a NASDAQ and Euronext
Amsterdam-listed global provider of connectivity and internet
services.
For more information visit: www.veon.com.
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SOURCE VEON Ltd.