Amsterdam, Netherlands, 9 December 2022 21:15
CET: VEON Ltd. (Nasdaq: VEON, Euronext Amsterdam: VEON)
(“VEON” or, together with its subsidiaries, the
“Group”), a global digital operator that provides
converged connectivity and online services, and its subsidiary VEON
Holdings B.V. (the “Company”) refer to the
announcement dated 24 November 2022 relating to the launch of the
Company’s proposed scheme of arrangement (the
“Scheme”) in respect of the 5.95% notes due
February 2023 and 7.25% notes due April 2023 issued by the Company
(together, the “2023 Notes”) and the issuance of
the Practice Statement Letter on the same date (the
“Initial Practice Statement Letter”). The Company
has today issued a supplemental Practice Statement Letter in
connection with the Scheme (the “Supplemental Practice
Statement Letter”).
Capitalised terms used but not otherwise defined
herein shall have the meaning given to them in the Initial Practice
Statement Letter, which is available via the Scheme Website at
https://deals.is.kroll.com/veon.
As set out in the announcement of 24 November
2022, the Scheme originally proposed the following amendments to
the 2023 Notes:
- an eight-month extension of the respective maturity dates of
the February 2023 Notes and April 2023 Notes to October 2023 and
December 2023 respectively;
- an amendment of the consent and quorum thresholds for ordinary
matters and Reserved Matters (as defined in the 2023 Notes Trust
Deeds) and excluding beneficial owners of the 2023 Notes who are
the target of applicable sanctions laws or regulations that
prohibit them from dealing with the 2023 Notes from counting in the
consent and quorum thresholds; and
- payment of an amendment fee of 75bps payable on the 2023 Notes
outstanding on their respective amended maturity dates (the
“Amendment Fee”).
Following feedback from certain of the 2023 Noteholders, the
Company has today informed the Scheme Creditors, by the
Supplemental Practice Statement Letter, which is also available via
the Scheme Website at https://deals.is.kroll.com/veon, that it has
amended the terms of the proposal set out in the Scheme. The
enhancements to the terms of the proposed Scheme set out in the
Supplemental Practice Statement Letter are:
- an increase in the Amendment Fee to 200bps (which will be
payable on the new maturity dates of the 2023 Notes on the 2023
Notes outstanding at that time); and
- the inclusion of a put right (the “Put Right”)
requiring the Company to repurchase 2023 Notes in an aggregate
amount of USD 600 million (or, if the principal amount of the 2023
Notes exercising the Put Right is less than USD 600 million, such
lower amount), subject to:
- compliance by the Company with all applicable laws and
regulations, including Sanctions laws and regulations; and
- VEON Ltd., together with VEON Amsterdam B.V. and the Company,
having an aggregate cash balance in their accounts in excess of USD
1 billion (net of the aggregate amount drawn under the Company’s
multicurrency revolving facility, which as of today is USD
1,055,000,000) at 9:00 a.m. (CET) on the business day immediately
preceding the later to occur of (A) 2 May 2023, and (B) the date
the amendments to the 2023 Notes pursuant to the Scheme become
effective (the “Cash Balance Test Date”).
If the above conditions are
satisfied, the Put Right will be exercisable from the first
business day following the Cash Balance Test Date. The 2023
Noteholders will then have ten calendar days to exercise the Put
Right by complying with procedures specified by the
Company.
The Put Right will be exercisable at
a purchase price of 101 per cent. of the principal amount, together
with accrued and unpaid interest.
To the extent the aggregate amount of
2023 Notes with respect to which the Put Right has been validly
exercised exceeds USD 600 million, the repurchase shall be made on
a pro rata basis by reference to the principal amount of 2023 Notes
that exercise the Put Right.
The Company will undertake pursuant
to the Scheme and the amended 2023 Notes Trust Deeds not to (and
not to permit any of its subsidiaries, other than VimpelCom, to)
tender for any Notes until after the settlement of each validly
executed Put Right.
Further detail on those amendments to the
proposal set out in the Scheme is set out in the Supplemental
Practice Statement Letter.
Scheme of Arrangement
The Scheme is subject to obtaining the necessary
majority consents (being a majority in number, representing at
least 75% by value, of those beneficial owners of the 2023 Notes
present and voting at the Scheme meeting, either in person or by
proxy). Any sanctioned beneficial owners of the 2023 Notes and
sanctioned persons that may act as custodian for beneficial owners
of the 2023 Notes will be excluded from participating in and voting
on the Scheme.
All actions taken in connection with the
Amendments shall be in full compliance with all applicable
sanctions laws and regulations, including any economic or financial
sanctions laws or regulations as amended from time to time,
administered, enacted, or enforced by: the United States; the
United Nations; the European Union or any member states thereof;
the United Kingdom; Bermuda and other jurisdictions applicable to
the Group (excluding the Russian Federation and the Republic of
Belarus), and any necessary licenses and approvals issued by the
competent sanctions authorities of the foregoing jurisdictions.
Next Steps
Further details regarding the Scheme and the
Amendments are contained in the Initial Practice Statement Letter
and Supplemental Practice Statement Letter, each of which are
available on the Scheme Website at
https://deals.is.kroll.com/veon.
The Group is targeting the sanctioning and
effectiveness of the Scheme in late January or early February. If
the Scheme becomes effective, all of the Scheme Creditors
(irrespective of whether or not they voted in favour of the Scheme)
will be bound by the terms of the Scheme and the Scheme will alter
the rights of the Scheme Creditors. However, completion of the
Amendments will be conditional upon obtaining licenses from
competent sanctions authorities, to the extent that the Company
determines that such licenses are required.
The board of directors of the Company recommends
to the Scheme Creditors that are entitled to vote on the Scheme
that they should vote in favour of and approve the Scheme.
Any beneficial owners of the 2023 Notes who wish
to discuss the Scheme or the Amendments, and are not designated or
otherwise subject to asset freezes or equivalent blocking
restrictions under European Union, United Kingdom, United States or
other applicable sanctions regimes, are invited to contact VEON
(bonds@veon.com) and/or Moelis & Company, who are acting as
financial advisors in relation to the Scheme or the Amendments
(Marcel.Brouwer@moelis.com). Anticipated Process &
Timeline
Key Date |
Steps |
24 November 2022 |
Transaction announcement and launch of the Scheme via issuance of
the Initial Practice Statement Letter |
9 December 2022 |
Issuance of the Supplemental Practice Statement Letter |
20 December 2022 |
Convening hearing |
On or after 20 December 2022 |
Issuance of explanatory statement (and accompanying documents),
voting and proxy forms, and notice of Scheme meeting |
On or after 24 January 2023 |
Scheme meeting* |
On or after 30 January 2023 |
Sanction hearing, filing of sanction order and implementation of
the Amendments* |
*Subject to receipt of any necessary licenses and/or approvals
from competent sanctions authorities, if relevant.
Important Notice
This announcement is for informational purposes
only and shall not constitute a prospectus or an offer to sell or
the solicitation of an offer to buy securities in the United States
or any other jurisdiction, nor shall there be any offer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
applicable securities laws. This presentation is not a prospectus
for the purposes of Regulation (EU) 2017/1129.
This communication or information contained
herein is not an offer, or an invitation to make offers, to sell,
exchange or otherwise transfer securities in the Russian Federation
and does not constitute an advertisement or offering of securities
in the Russian Federation within the meaning of Russian securities
laws. Information contained in this communication or any part
hereof is not intended for any persons in the Russian Federation
who are not "qualified investors" within the meaning of Article
51.2 of Federal Law No. 39-FZ "On the Securities Market" dated 22
April 1996, as amended (the "Russian QIs"), and
must not be distributed or circulated into Russia or made available
in Russia to any persons who are not Russian QIs, unless and to the
extent they are otherwise permitted to access such information
under Russian law. No securities have been and will be registered
in Russia and are intended for "placement" or "circulation" in
Russia (each as defined in Russian securities laws) unless and to
the extent otherwise permitted under Russian law.
Elements of this presentation contain or may
contain “inside information” as defined under the Market Abuse
Regulation (EU) No. 596/2014.
Disclaimer
This announcement has been prepared by VEON
solely for informational purposes.
This announcement contains certain
forward-looking statements. These forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms “believes”, “estimates”, “anticipates”, “expects”, “intends”,
“plans”, “may” or “will” or, in each case, their negative or other
variations or comparable terminology or by their context. These
forward-looking statements include all matters that are not
historical facts, and include statements relating to, among other
things, the Scheme and the closing of the transactions described
above. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements speak only as at the date of this
announcement and the Group expressly disclaims any obligations or
undertaking to release any update of, or revisions to, any
forward-looking statements in this announcement. There can be no
guarantee that any contemplated transactions or activities
described in this announcement will occur on the terms described
herein or at all.
This announcement does not constitute, and
should not be construed as, part of any offer or invitation for the
sale or purchase of securities and it is not intended to provide
the basis of any investment decision nor does it or is it intended
to form the basis of any contract for acquisition of or investment
in any member of the Group, financial promotion, or any offer or
invitation in relation to any acquisition of or investment in any
member of the Group in any jurisdiction, nor does it purport to
give legal, tax or financial advice. Nothing herein shall be taken
as constituting the giving of investment advice and this
announcement is not intended to provide, and must not be taken as,
the basis of any decision and should not be considered as a
recommendation to acquire or sell any securities of the Group. The
recipient must make its own independent assessment and such
investigations as it deems necessary. The information, statements
and opinions contained in this announcement do not constitute a
public offer under any applicable legislation or an offer to sell
or a solicitation of an offer to buy any securities.
No representation or warranty, express or
implied, is made or given, and no responsibility is accepted, by or
on behalf of the Group or any of its shareholders, affiliates,
directors, officers or employees or any other person as to the
accuracy, adequacy, usefulness, completeness or fairness of the
information or opinions contained in these materials or as to the
reasonableness of any assumptions on which any of the information
herein is based. The Group shall have no liability to any party for
the quality, accuracy, timeliness, continued availability, or
completeness of any information contained in this announcement.
Any transaction entered into as part of the
Scheme or the Amendments must be in compliance with all applicable
sanctions laws and regulations, including the sanctions laws and
regulations administered by the European Union, the United Kingdom
and the United States, and including securing any necessary
licenses and approvals from competent sanctions authorities.
Developments with respect to applicable sanctions and export
control laws and regulations following the date of this
announcement could materially impact the transactions presented
herein.
About VEON
VEON is a global digital operator that currently
provides converged connectivity and online services to over 200
million customers in seven dynamic markets. We are transforming
people’s lives, empowering individuals, creating opportunities for
greater digital inclusion and driving economic growth across
countries that are home to more than 8% of the world’s population.
Headquartered in Amsterdam, VEON is listed on NASDAQ and
Euronext.For more information visit: https://www.veon.com.
Contact Information
VEONGroup Director Investor RelationsNik
Kershawbonds@veon.com
Moelis & CompanyManaging DirectorMarcel
BrouwerMarcel.Brouwer@moelis.com
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