Amsterdam, Netherlands, 17
January 2023: 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”) refers to its prior announcements in
relating to 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”). The Company has
today provided an update on voting on the Scheme.
Capitalised terms used but not otherwise defined
herein shall have the meaning given to them in the Explanatory
Statement, which is available via the Scheme Website at
https://deals.is.kroll.com/veon.
As set out in the Explanatory Statement, in
order to vote at the Scheme Meeting, eligible 2023 Noteholders are
required to submit to the Information Agent validly completed
Voting and Proxy Forms by 5pm London time on 20 January 2023. The
Voting and Proxy Form is available on the Scheme Website and may be
submitted by completing the electronic form on the Scheme Website
or by submitting a pdf of the completed Voting and Proxy Form to
the Information Agent at veon@is.kroll.com.
Following feedback from certain 2023
Noteholders, the Company is aware that certain intermediaries or
custodians may not have processed custody instructions received in
respect of the Scheme prior to the Custody Instruction Deadline at
5pm on 13 January 2023. To facilitate voting on the Scheme, the
Company has therefore agreed to, subject to receipt of acceptable
proof of holdings as outlined below by the Information Agent,
accept otherwise validly completed Voting and Proxy Forms that are
submitted to the Information Agent via the Scheme Website or by pdf
submission to veon@is.kroll.com.
As a result, any 2023 Noteholder holding in
Euroclear or Clearstream (but not through an Account Holder,
Intermediary, custodian or other member or participant in the
Clearing Systems that is a Sanctions Disqualified Person) or DTC
who was unable to submit custody instructions to block their 2023
Notes in the Clearing Systems prior to the Custody Instruction
Deadline may now provide proof of holding for 2023 Noteholders to
the Instruction Agent directly. The forms of proof of holdings
which can be provided by any such 2023 Noteholder include:
(a) a Statement of Account for the Purpose of
Proof of Holding (a “STAC”) or screenshot from
Euroclear, Clearstream, Luxembourg or DTC;
(b) a statement of account from an Account
Holder in Euroclear, Clearstream, Luxembourg or DTC (in the case of
DTC, also known as a DTC Participant) confirming (i) the name of
the Account Holder in Euroclear or Clearstream, Luxembourg or the
DTC Participant name and in each case, the account number, (ii) the
full name or legal entity name of the 2023 Noteholder, (iii) the
security and/or ISIN held, (iv) the aggregate amount of the
respective February 2023 Notes and/or April 2023 Notes held and (v)
the date on which the evidence was gathered; or
(c) a statement of account or holdings reports
from such other intermediary (including brokers, depositories,
custodians and subcustodians) being the immediate custodian of the
account where the relevant 2023 Notes are being held by the 2023
Noteholder submitting the Voting and Proxy Form.
2023 Noteholders should contact their Account
Holder in Euroclear or Clearstream, Luxembourg or their DTC
Participant, bank, securities broker or other intermediary through
which they hold their respective 2023 Notes as soon as possible to
obtain a proof of their holdings.
2023 Noteholders may contact the
Information Agent via email at
veon@is.kroll.com if they require
assistance with any of the above.
For the avoidance of doubt, Voting and Proxy
Forms that are validly completed, signed and delivered to the
Information Agent on or before the Voting Instruction Deadline will
be taken into consideration (subject to sanctions screening and
unless revoked in accordance with the procedure set out in the
Explanatory Statement).
For the avoidance of doubt, subject to provision
of an acceptable form of proof of holding, 2023 Noteholders do not
need to complete the Custody Instruction Reference Number in the
Voting and Proxy Form.
Any 2023 Noteholder holding in Euroclear or
Clearstream through an Account Holder, Intermediary, custodian or
other member or participant in the Clearing Systems that is a
Sanctions Disqualified Person should refer to the Explanatory
Statement for details of how they should provide proof of their
holdings.
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.
Moelis & Company UK
LLP as the Company’s Financial Adviser
Email: Project_Verona_Ext@moelis.com
Attention: Matthew Prest & Marcel
Brouwer
Kroll Information Services
Limited as the Information Agent
Telephone: +44 20 7704 0880
Email: veon@is.kroll.com
Scheme Website:
https://deals.is.kroll.com/veon/
Attention: Paul Kamminga
Akin Gump LLP as English
legal counsel to the Company
Email: AkinProjectVerona@akingump.com
Attention: Emma Simmonds, Carone Huang, Abigail
Beardsworth and Matthew Finnie
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.
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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