VEON Ltd.
and
VEON Holdings B.V.
Proposed Scheme of Arrangement of VEON
Holdings B.V.
Invitation to Submit Voting and Proxy
Forms and Notice of Scheme Meeting
Amsterdam, Netherlands, 21 December 2022
19:50 CET: Further to the announcement made today
regarding the Court order granting the Company permission to
convene the Scheme Meeting and the issuance of the Explanatory
Statement and accompanying documentation via the Scheme Website,
VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON), a global digital
operator that provides converged connectivity and online services,
and its subsidiary, VEON Holdings B.V. (the
“Company”) hereby give notice that the Scheme
Meeting will take place virtually by webinar, via Zoom, on 24
January 2023 at 10:00 a.m. (London time) (or such later time or
date as the Company may decide and notify to Scheme Creditors) upon
the Company being satisfied that it has obtained all necessary
Authorisations for the Scheme Meeting to be held (including the
OFAC Licence on terms that would authorise the Company to proceed
with the Scheme Meeting). All Scheme Creditors are requested to
attend the Scheme Meeting, via Zoom (either in person, by duly
authorised representative if a corporation, or by proxy).
The Notice of Scheme Meeting, which provides
further information in relation to the Scheme Meeting, is appended
hereto as Annexure 1.
To participate and vote at the Scheme Meeting,
provided they are not precluded from doing so by law or regulation,
Scheme Creditors (or their DTC Participant on their behalf, as
applicable) must have submitted validly completed Voting and Proxy
Forms to Kroll Issuer Services Limited (as the Company’s
information agent) by the Voting Instruction Deadline (currently
anticipated to be 5:00 p.m. (London time) on 19 January 2023).
Accordingly, the Company has today made
available to Scheme Creditors (via the Scheme Website at
https://deals.is.kroll.com/veon) the Voting and Proxy Form and
hereby invites Scheme Creditors (including the ultimate beneficial
owners of the 2023 Notes issued by the Company), provided they are
not precluded from doing so by law or regulation, to submit (or
procure that their DTC Participant submits on their behalf, as
applicable) their Voting and Proxy Forms in accordance with the
instructions set out in the Explanatory Statement well in advance
of 5:00 p.m. (London time) on 19 January 2023 (being the Voting
Instruction Deadline). Instructions for completing the Voting and
Proxy Form are set out in the Voting and Proxy Form. Validly
completed Voting and Proxy Forms can be submitted to Kroll Issuer
Services Limited (as the Company’s information agent) online
via https://deals.is.kroll.com/veon or by email in pdf form
to veon@is.kroll.com.
Scheme Creditors should be aware that Clearing
Systems, DTC Participants, other Account Holders and/or
Intermediaries may have earlier deadlines that they (and their
Account Holders) may be required to comply with.
Scheme Creditors that have questions in relation
to the Explanatory Statement and accompanying documentation, the
Voting and Proxy Form or the Scheme Meeting may contact Kroll
Issuer Services Limited (as the Company’s information agent) by
email to veon@is.kroll.com or by telephone on + 44 20 7704
0880.
Scheme Creditors and/or Account Holders
requiring any assistance in completing their Voting and Proxy Forms
should contact the Information Agent by email to veon@is.kroll.com
or by telephone on + 44 20 7704 0880.
Capitalised terms used but not defined in this
announcement have the meaning given to them in the Explanatory
Statement.
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.
Important Notice
This release 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 press release 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
to or for the benefit of any Russian person or entity and does not
constitute an advertisement or offering of securities in the
Russian Federation within the meaning of Russian securities
laws.
Elements of this press release contain or may
contain “inside information” as defined under the Market Abuse
Regulation (EU) No. 596/2014.
Disclaimer
This release contains “forward-looking
statements,” as the phrase is defined in Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. Forward-looking
statements are not historical facts, and include statements
relating to, among other things, VEON’s intent to convene the
Scheme Meeting. Forward looking statements are inherently subject
to risks and uncertainties, many of which VEON cannot predict with
accuracy and some of which VEON might not even anticipate. The
forward-looking statements contained in this release speak only as
of the date of this release. VEON disclaims any obligation to
update them or to announce publicly any revision to any of the
forward-looking statements contained in this release, or to make
corrections to reflect future events or developments.
Any steps taken in respect of the Scheme and in
connection with 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
licences and approvals from competent sanctions authorities.
Contact Information
VEONGroup Director Investor RelationsNik
Kershawbonds@veon.com
Annexure 1
No. CR‑2022-004748
IN THE HIGH COURT OF JUSTICEBUSINESS
AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (ChD)
In the Matter of VEON Holdings
B.V.
and
In the Matter of the Companies Act
2006
USD1,000,000,000 5.95 per cent. notes
due 13 February 2023 (ISIN: US92718WAE93 and XS0889401724) (the
“February 2023 Notes”) and USD700,000,000
7.25 per cent. notes due 26 April 2023 (ISIN:
US36251BAB18 and XS1400710726) (the “April 2023
Notes” and, together with the February 2023 Notes,
the “2023 Notes”) issued by VEON Holdings B.V.
NOTICE IS HEREBY GIVEN that, by
an order dated 21 December 2022 made in the above matter, the High
Court of Justice of England and Wales (the
“Court”) has directed that a single meeting (the
“Scheme Meeting”) be convened of the Scheme
Creditors (being the 2023 Noteholders and the 2023 Notes Trustees)
of VEON Holdings B.V. (the “Company”) for the
purposes of considering and, if thought fit, approving (with or
without modification, addition or condition approved or imposed by
the Court and/or agreed by the Company) a scheme of arrangement
proposed to be made between the Company and the Scheme Creditors in
respect of the 2023 Notes (the
“Scheme”).
The Scheme Meeting will be held at 10.00 a.m.
(London time) on 24 January 2023 (or such later time or date as the
Company may decide and notify to Scheme Creditors via
https://deals.is.kroll.com/veon/ (the “Scheme
Website”) and the Clearing Systems) upon the Company being
satisfied that it has obtained all necessary Authorisations for the
Scheme Meeting to be held (including the OFAC Licence on terms that
would authorise the Company to proceed with the Scheme
Meeting).
The Record Time for the Scheme is 5:00 p.m. (New
York time) on the date falling two (2) Business Days before the
Scheme Meeting.
A copy of the Scheme and a copy of the statement
required to be furnished pursuant to section 897 of the
Companies Act (the “Explanatory Statement”) are
available on the Scheme Website. Capitalised terms not
defined herein shall have the meaning given to them in the
Explanatory Statement.
Voting on the Scheme
The 2023 Noteholders, being the beneficial
owners of the 2023 Notes, and the 2023 Notes Trustees are the
Scheme Creditors.
Any Scheme Creditor intending to attend (in
person by webinar or, if a corporation, by a duly authorised
representative, or by proxy) and vote on the Scheme at the Scheme
Meeting must submit (or, if the Scheme Creditor holds their 2023
Notes through the DTC, procure that their DTC Participant submits
on their behalf) validly completed Voting and Proxy Forms to the
Information Agent before the Voting Instruction Deadline (5.00 pm
London time on 19 January 2023). Voting and Proxy Forms are
available on the Scheme Website and at Appendix 6 of the
Explanatory Statement. Validly completed Voting and Proxy
Forms can be submitted to the Information Agent via the Scheme
Website or by sending a scanned pdf to the Information Agent at
veon@is.kroll.com.
Scheme Creditors who hold through Euroclear or
Clearstream (and not otherwise holding through a Sanctions
Disqualified Person, including the NSD), must contact their Account
Holder (through any Intermediaries, if applicable) and instruct
their Account Holder to submit Custody Instructions to block their
2023 Notes by no later than the Custody Instruction Deadline (5.00
pm local time in the place of the relevant Clearing System on 13
January 2023) and submit a validly completed Voting and Proxy Form
to the Information Agent by the Voting Instruction Deadline.
Scheme Creditors who hold through the DTC must
ensure their Voting and Proxy Form is executed by their DTC
Participant (whose signature must be guaranteed by an Eligible
Institution by the application of the Eligible Institution’s DTC
medallion signature guarantee) and submitted to the Information
Agent on their behalf by the Voting Instruction Deadline.
Failure of a 2023 Noteholder to submit a validly
completed Voting and Proxy Form by the Voting Instruction Deadline
will mean that the voting instructions contained in that Voting and
Proxy Form will, subject to the Chair’s discretion described at
paragraph 4.18 (Chair’s Discretion to Accept Voting and Proxy Forms
Received before close of voting) of Section 4 (Summary of actions
to be taken by 2023 Noteholders) of the Explanatory Statement, be
disregarded for the purposes of voting at the Scheme Meeting and
the 2023 Noteholder will not be entitled to attend or vote at the
Scheme Meeting.
Subject to submission of a validly completed
Voting and Proxy Form, Scheme Creditors may attend the Scheme
Meeting personally, or may, if a corporation, attend by a duly
authorised representative or appoint proxies to vote at the Scheme
Meeting by completing Section A item 1 (Attendance at the Scheme
Meeting) of Part 3 (Voting Instructions and Elections) of the
Voting and Proxy Form. If a Scheme Creditor is a corporation,
it must appoint an authorised representative or proxy to vote on
its behalf at the Scheme Meeting by completing Section A item 1
(Attendance at the Scheme Meeting) of Part 3 (Voting Instructions
and Elections) of the Voting and Proxy Form in order to vote at the
Scheme Meeting. Scheme Creditors may appoint the Chair of the
Scheme Meeting as a proxy to vote on their behalf.
Compliance with applicable Sanctions
laws and regulations
Any steps taken in respect of the Scheme
Meeting, the Scheme and in connection with the Amendments must be
in compliance with all applicable Sanctions laws and regulations,
including securing any necessary licences and approvals from
competent Sanctions Authorities. “Sanctions” means
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 any other jurisdiction
applicable to the Company (excluding the Russian Federation and the
Republic of Belarus).
Scheme Creditors who are not Sanctions
Disqualified Persons, and are not acting for, on behalf of, at the
direction of or through Sanctions Disqualified Persons may submit
Voting and Proxy Forms and participate and vote at the Scheme
Meeting. Scheme Creditors who are, or are acting for, on
behalf of, at the direction of or through, Sanctions Disqualified
Persons are not permitted to participate or vote at the Scheme
Meeting, whether in person by webinar or by proxy. In
addition, Scheme Creditors who are not Sanctions Disqualified
Persons but who hold their 2023 Notes through Sanctions
Disqualified Person Account Holders, Intermediaries, custodians or
other members or participants in the Clearing Systems can, subject
to submitting a validly completed Voting and Proxy Form before the
Voting Instruction Deadline, participate or vote at the Scheme
Meeting (provided that they do not submit their Voting and Proxy
form, or participate or vote at the Scheme Meeting through the
Sanctions Disqualified Person Account Holder, Intermediary,
custodian or other member or participant in the Clearing
Systems). For the avoidance of doubt, a Scheme Creditor shall
not be a Sanctions Disqualified Person solely because it holds its
2023 Notes through the NSD.
Attendance and Representation at the
Scheme Meeting
The Scheme Meeting will not take place in a
physical setting and will be held virtually by webinar, via
Zoom.
Scheme Creditors who have submitted validly
completed Voting and Proxy Forms may contact the Information Agent
at veon@is.kroll.com, prior to the date of the Scheme Meeting, to
obtain the instructions for joining the Scheme Meeting.
Registration and Attending the Scheme
Meeting
Each Scheme Creditor or proxy will be required
to register their attendance at the Scheme Meeting prior to the
commencement of the Scheme Meeting so that they can be included on
a pre-prepared registration sheet which will expedite their
admission to the Scheme Meeting. Scheme Creditors who are unable to
adequately verify their identity in advance, or on the date of the
Scheme Meeting, will not be granted access to the Scheme
Meeting.
Registration will commence at 9.00 am (London
time) on the date of the Scheme Meeting and each Scheme Creditor
and each proxy must be registered no later than 15 minutes prior to
the commencement of the Scheme Meeting unless the Chair of the
Scheme Meeting determines otherwise in his or her sole discretion.
A Scheme Creditor who wishes to be represented in person at the
Scheme Meeting (or its proxy) is required to have a copy of their
validly completed Voting and Proxy Form and passport as proof of
personal identity, and the passport number must match that on the
Scheme Creditor's Voting and Proxy Form.
Upon following the meeting virtual link, Scheme
Creditors will initially be admitted to a virtual “waiting
room”. Scheme Creditors or, if a corporation, their
representative, or the proxy attending the Scheme Meeting on their
behalf will be required to verify their entitlement to attend the
Scheme Meeting as a Scheme Creditor before they will be granted
access to the Scheme Meeting by a representative of the Information
Agent.
The Chair is not required to furnish copies of
any Voting and Proxy Forms pursuant to which he or she was
appointed as the proxy to attend and vote on behalf of such Scheme
Creditor at the Scheme Meeting.
By the order referred to above, the Court has
appointed Jochem Benjamin Postma or, failing him, Asabi Omiyinka
Doris to act as Chair of the Scheme Meeting and has directed the
Chair to report the result of the Scheme Meeting to the Court.
The Scheme will be subject to the subsequent
approval of the Court and will be conditional on all other elements
of the Amendments being effected.
For further information of a general nature
regarding the scheme please contact Moelis & Company UK LLP,
the Company’s financial advisers, and for further information on
the voting procedure please contact Kroll Issuer Services Limited,
the Information Agent, and/or Akin Gump LLP, the English legal
counsel to the Company, using the following contact details:
Moelis & Company UK LLP as
the Company’s Financial AdviserEmail: Project_Verona_Ext@moelis.com
Attention: Matthew Prest & Marcel Brouwer
Kroll Information Services
Limited as the Information AgentTelephone: +44 20 7704
0880 Email: veon@is.kroll.comScheme Website:
https://deals.is.kroll.com/veon/ Attention: Paul Kamminga
Akin Gump LLP as English legal
counsel to the CompanyEmail:
AkinProjectVerona@akingump.comAttention: Emma Simmonds, Carone
Huang & Abigail Beardsworth
Dated
VEON Holdings B.V.
Neither this notice nor any part hereof
constitutes an offer to distribute, issue or sell, or a
solicitation of an offer to subscribe for or purchase or dispose
of, the Amended 2023 Notes or any other securities or right or
interest therein in any jurisdiction in which such distribution,
issue, sale or solicitation is not permitted and neither this
notice nor any part hereof may be used for or in connection with an
offer to, or the solicitation by, any person in any jurisdiction or
in any circumstances in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such
offer or solicitation. The Securities subject to the Scheme will
not be registered with the U.S. Securities and Exchange Commission
(“SEC”) under the U.S. Securities Act, or the securities law of any
state or other jurisdiction, and, to the extent there is any deemed
delivery of securities pursuant to the Scheme, are being
transferred and delivered in reliance upon certain exemptions from
the registration requirements of the U.S. Securities Act.
This notice includes statements, estimates,
opinions and projections that are, or may be deemed to be,
“forward-looking statements”. The words “believe”, “estimate”,
“target”, “anticipate”, “expect”, “could”, “would”, “intend”,
“aim”, “goal”, “plan”, “predict”, “continue”, “assume”,
“positioned”, “may”, “will”, “should”, “will”, “risk”, their
negatives and other similar expressions that are predictions of or
indicate future events and future trends identify forward-looking
statements. 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. Each
forward-looking statement speaks only as of the date of this notice
and is not intended to give any assurances as to future results.
The Company will comply with its obligations to publish updated
information as required by applicable law and/or by any regulatory
authority, but assumes no further obligation to publish additional
information.
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