AMSTERDAM,
Dec. 14, 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), announced today an adjournment
of the Meetings (as defined in the tender and consent solicitation
memorandum dated 13 November 2018
(the "Tender Offer and Consent Solicitation Memorandum")) 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) (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.) (ISIN: Rule 144A US92718WAB54/Reg S
XS0643183220) (the "2022 Notes") and unconditionally and
irrevocably guaranteed by Public Joint Stock Company
"Vimpel-Communications"; and
- U.S.$1,000,000,000 5.95%
Notes due 2023 issued by VEON Holdings B.V. (formerly VimpelCom
Holdings B.V.) (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" or the
"Notes").
As set out in the Tender Offer and Consent Solicitation
Memorandum, 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) announced on 13 November 2018
that it was soliciting consents 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 and/or remove
certain covenants, by way of separate Extraordinary Resolutions (as
defined below), of each of:
(i) the
trust deed constituting the 2021 Notes dated 2 February 2011;
(ii)
the trust deed constituting the 2022 Notes dated 29 June 2011;
(iii)
the trust deed constituting the 2023 Notes dated 13 February 2013;
(iv)
the terms and conditions of the 2022 Notes and the 2023
Notes; and
(v) the loan agreement
dated 1 February 2011 between Public
Joint Stock Company "Vimpel-Communications" as borrower and VIP
Finance Ireland DAC (formerly VIP Finance Ireland Limited) as
lender,
as described in more detail in the
Tender Offer and Consent Solicitation Memorandum (the "Consent
Solicitation").
Further to the Company's original announcement of the
Tender Offer and Consent Solicitation dated 13 November 2018, 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) separately announced on 28 November 2018 the extension of the early
tender time to 10:00 a.m.
(London time) on 12 December 2018 (the "Extended Early Tender
Time").
Further to the Company's original announcement of the
Tender Offer and Consent Solicitation dated 13 November 2018, 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) separately announced on 13 December 2018 the extension of the expiration
time for the Any and All Consent Notes until 10:00 a.m. (London time) on 26
December 2018 (the "Extended Expiration Time") and
the extension of the Voting Deadline 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").
Further to the Company's original announcement of the
Tender Offer and Consent Solicitation dated 13 November 2018, notice is hereby given to the
Holders that each of the Meetings of the Holders of the 2021 Notes,
the 2022 Notes and the 2023 Notes held at the offices of Latham
& Watkins LLP, 99 Bishopsgate, London EC2M 3XF on 14
December 2018 was adjourned for lack of quorum. 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) has separately
announced in notices dated 14 December
2018 that it has adjourned each of the Meetings until
28 December 2018 ("Notices of
Adjourned Meeting") for the purpose of considering and, if
thought fit, passing the Extraordinary Resolution (as defined
below). Holders should review the relevant Notices of Adjourned
Meeting for information in respect of the adjourned meetings and
details of how to continue to participate in the Consent
Solicitation. Based on the number of Electronic Instruction Notices
and Forms of Sub-Proxy validly submitted prior to the Extended
Expiration Time in favour of the extraordinary resolution in
respect of the 2021 Notes (the "2021 Extraordinary
Resolution"), the extraordinary resolution in respect of the
2022 Notes (the "2022 Extraordinary Resolution") and the
extraordinary resolution in respect of the 2023 Notes (the "2023
Extraordinary Resolution" and together with the 2021
Extraordinary Resolution and the 2022 Extraordinary Resolution, the
"Extraordinary Resolutions") set out in the relevant notice
of meeting to the Holders dated 13 November
2018, 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) expects to satisfy the quorum requirements and pass the
Extraordinary Resolutions at each of the adjourned meetings.
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) will announce the results of the adjourned meetings on
28 December 2018.
The implementation of the Extraordinary Resolutions is
subject to the execution of the 2021 Supplemental Trust Deed, 2022
Supplemental Trust Deed, 2023 Supplemental Trust Deed and the
Amendment Deed, each as applicable to the relevant series of Notes
and as further described in the Tender Offer and Consent
Solicitation Memorandum. Holders who validly submitted Voting Only
Instructions in favour of the 2021 Extraordinary Resolution, the
2022 Extraordinary Resolution or the 2023 Extraordinary Resolution
on or prior to the Extended Early Tender Time will be eligible to
receive the Consent Payment (provided that the relevant
Extraordinary Resolution is passed). Holders can still vote until
the Extended Voting Deadline but such Holders will not be eligible
to receive the Consent Payment. Holders who have already delivered
Voting Only Instructions need take no action as a result of this
announcement.
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.
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.
View original
content:http://www.prnewswire.com/news-releases/veon-holdings-bv-and-vip-finance-ireland-dac-announce-adjournment-of-meetings-300765675.html
SOURCE VEON Ltd.