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VEON provides update on voting on Scheme

VEON Ltd.
VEON Ltd.

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

VEON
Group Director Investor Relations
Nik Kershaw
bonds@veon.com

Moelis & Company
Managing Director
Marcel Brouwer
Marcel.Brouwer@moelis.com