VEON solicits consents for five series of dollar, ruble notes

By Marisa Wong

Los Angeles, April 18 – VEON Holdings BV announced consent solicitations for five series of notes, according to a news release on Thursday.

VEON is asking holders of the following notes to consent to some proposals:

• $1 billion 4% senior notes due April 9, 2025 (ISIN: XS2058691663, US92334VAA35), with $555,808,000 principal amount outstanding;

• RUB 20 billion 6.3% senior notes due June 18, 2025 (ISIN: XS2184900186, XS2184900269), with RUB 9,186,800,000 principal amount outstanding;

• RUB 10 billion 6½% senior notes due Sept. 11, 2025 (ISIN: XS2226716392, XS2226712995), with RUB 3,273,900,000 principal amount outstanding;

• RUB 20 billion 8 1/8% senior notes due Sept. 16, 2026 (ISIN: XS2343532508, XS2343534462), with RUB 1,356,500,000 principal amount outstanding; and

• $1.25 billion 3 3/8% senior notes due Nov. 25, 2027 (ISIN: XS2252958751, US91823N2A05), with $1,092,635,000 principal amount outstanding.

The issuer is offering a 0.25% participation fee to holders who deliver consents. The participation fee will be payable in dollars.

Proposals

The purpose of each consent solicitation is to invite noteholders of each series to consider and, if thought fit, to pass a separate extraordinary resolution to, among other things

• In respect of all notes, consent to all exchange eligible notes of a series being exchanged for an equal aggregate principal amount of applicable new notes and, upon such exchange, the applicable exchange eligible notes of that series being immediately cancelled on the settlement date of the consent solicitation;

• In respect of the April 2025 notes and the 2027 notes only, consent to all notes of those series which are not exchange eligible notes and DTC notes being immediately canceled on the settlement date;

• In respect of notes of the relevant series where the holders have renounced their right to payment for the most recent interest payment date, agrees that no further payments of principal or interest (including any accrued interest) will be made on the renounced notes and consents to the cancellation of those renounced notes of the relevant series;

• Agree that, following the settlement date, no further payments of principal or interest (including any accrued interest) will be made on the notes of the relevant series which remain outstanding after the settlement date and consent to the cancellation of remaining Euroclear/Clearstream notes;

• Agree that, following the settlement date, if a holder of the remaining DTC notes prior to their cancellation or a holder of remaining Euroclear/Clearstream notes contacts the issuer and can demonstrate that it is not a sanctions restricted person and its remaining Euroclear/Clearstream notes can be cancelled as legally permitted and it can deliver its remaining Euroclear/Clearstream notes to the issuer or paying agent for cancellation or (in the case of remaining DTC notes only) can evidence their holding of the remaining DTC notes immediately prior to their cancellation on the relevant settlement date, then (a) in the case of remaining DTC notes, that holder will receive an equal aggregate principal amount of applicable new notes and (b) in the case of remaining Euroclear/Clearstream notes, those remaining Euroclear/Clearstream notes will be exchanged for an equal aggregate principal amount of applicable new notes and upon such exchange, those remaining Euroclear/Clearstream notes will be immediately cancelled;

• Acknowledge and agree that any non-payment by the issuer of any amount under the terms and conditions in respect of any renounced notes, remaining DTC notes or any remaining Euroclear/Clearstream notes (as applicable) and the cancellation of any such notes does not and, when effected, will not, amount to a breach of the conditions of the relevant series or any potential event of default or event of default in respect of the relevant series;

• In respect of all outstanding notes of each series, agree to waive any breach of certain conditions under the notes relating to the issuer’s failure to deliver financial statements and agree that such breach will not give rise to or be treated as an event of default under each of the other series, provided in each case that the issuer will use its reasonable best efforts to provide audited consolidated financial statements of for the year ended Dec. 31, 2023 to the trustee by Dec. 31, 2024; and for all outstanding September 2025, 2026 and 2027 notes, agree to waive any breach of certain conditions under the notes and agree that such breach will not give rise to or be treated as an event of default under each of the other series, provided in each case that the issuer will use its reasonable best efforts to provide audited consolidated financial statements of for the year ended Dec. 31, 2024 to the trustee by Dec. 31, 2025; and

• In the case of the acknowledgments, agreements and waivers in the last two points above, acknowledge and agree that such acknowledgements, agreements and waivers will also be reflected in the terms and conditions of the new notes.

Meetings

The quorum required at any meeting is one or more persons representing at least two-thirds of the aggregate principal amount outstanding for the relevant series.

If the quorum is not met for any meeting, the relevant meeting will be adjourned. At the adjourned meeting the quorum will be one or more persons representing at least one-third of the aggregate principal amount outstanding for the relevant series.

To be passed at the relevant meeting, an extraordinary resolution requires a majority of the votes cast.

Timetable

The voting deadline is 5 p.m. ET on May 1.

Meetings will be held starting at 5 a.m. ET on May 7.

The consent solicitations will expire at 7 a.m. ET on May 8.

Settlement is expected to be no later than the fourth business day after the meetings.

If applicable, the early exchange date will fall five business days after the meetings.

The tabulation agent is Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: Paul Kamminga / Jacek Kusion; veon@is.kroll.com; https://deals.is.kroll.com/veon).

Citibank, NA, London Branch is the paying agent.

Amsterdam-based VEON provides mobile and fixed-line telecommunications services through its subsidiaries in emerging markets.

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