AMSTERDAM, Sept. 16, 2016 /PRNewswire/ -- VimpelCom
Ltd. (NASDAQ: VIP) -- VimpelCom Ltd. ("VimpelCom" or "Company"), a
leading global provider of telecommunications and digital services
headquartered in Amsterdam and
serving over 200 million customers, today announced the
pricing of an offering by selling shareholder Telenor East Holding
II AS ("Telenor") of 142,500,000 American Depositary Shares
("ADSs"), each representing one common share of the Company, at a
public offering price of $3.50 per
ADS. Telenor has granted the underwriters a 30-day option to
purchase up to 21,375,000 additional ADSs at the offering price,
less underwriting discounts and commissions. The offering is
expected to close on September 21,
2016. In addition, in a transaction outside the United States to non-US persons pursuant
to Regulation S under the U.S. Securities Act, Telenor has priced a
USD 1,000,000,000 0.25 per cent bond
due 2019 that will be exchangeable under certain conditions for up
to a total of 204,081,633 ADSs (subject to adjustment) at an
exchange price representing a premium of 40 per cent to the public
offering price of the ADSs. The bond is expected to be issued
on or about September 21, 2016.
VimpelCom will not receive any proceeds from the sale of the
ADSs by Telenor, and Telenor's sale of the ADSs will not result in
dilution of the Company's issued and outstanding shares.
Morgan Stanley and J.P. Morgan are acting as joint global
coordinators and joint bookrunners and Citigroup and Credit Suisse
are acting as joint bookrunners for the offering.
The offering is being made pursuant to the Company's shelf
registration statement on Form F-3 initially filed with the
Securities and Exchange Commission (the "SEC") on May 23, 2014, as amended and most recently
declared effective on April 20, 2016
(the "Registration Statement"). The ADSs are being offered only by
means of a prospectus and an accompanying prospectus supplement
forming a part of the effective Registration Statement. Prospective
investors should read the prospectus included in the Registration
Statement, the preliminary prospectus supplement and other
documents that the Company has filed with the SEC for more complete
information about the Company and the offering. The Registration
Statement, the preliminary prospectus supplement and the documents
incorporated by reference therein are available on the SEC's
website at: http://www.sec.gov.
Copies of the preliminary prospectus supplement and the
accompanying prospectus may be obtained from Morgan Stanley &
Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus
Department; J.P. Morgan Securities LLC, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (866) 803-9204,
email: prospectus-eq_fi@jpmchase.com; Citigroup Global Markets
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, toll-free:
(800) 831-9146; or Credit Suisse Securities (USA), LLC, Attn: Prospectus Department, One
Madison Avenue, New York, NY
10010, Phone: (800) 221-1037, Email:
newyork.prospectus@credit-suisse.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or other jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
About VimpelCom
VimpelCom (NASDAQ: VIP) is an international communications and
technology company, headquartered in Amsterdam, and driven by a vision to unlock
new opportunities for customers as they navigate the digital world.
Present in some of the world's most dynamic markets, VimpelCom
provides more than 200 million customers with voice, fixed
broadband, data and digital services. VimpelCom's heritage as a
pioneer in technology is the driving force behind a major
transformation focused on bringing the digital world to each and
every customer. VimpelCom offers services to customers in 14
markets including Russia,
Italy, Algeria, Pakistan, Uzbekistan, Kazakhstan, Ukraine, Bangladesh, Kyrgyzstan, Tajikistan, Armenia, Georgia, Laos, and Zimbabwe. VimpelCom, whose licenses cover 10%
of the world's population, operates under the "Beeline", "WIND",
"Djezzy", "Mobilink", "Kyivstar", "banglalink" and "Telecel"
brands. Follow us on Twitter @VimpelCom,
visit blog.vimpelcom.com or visit our
website www.vimpelcom.com.
For readers in the European Economic Area:
In any EEA Member State that has implemented the Prospectus
Directive, this communication is only addressed to and directed at
qualified investors in that Member State within the meaning of the
Prospectus Directive. The term "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in each relevant Member
State), together with any relevant implementing measure in the
relevant Member State.
For readers in the United
Kingdom:
This communication is being directed only at (i) persons who are
outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) ("Investment
professionals") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) certain
high value persons and entities who fall within Article 49(2)(a) to
(d) ("High net worth companies, unincorporated associations etc.")
of the Order; or (iv) any other person to whom it may lawfully be
communicated (all such persons in (i) to (iv) together being
referred to as "relevant persons"). The ADSs are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such ADSs will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
Disclaimer
This press 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, the completion of the transaction described above. The
forward-looking statements included in this press release are based
on management's best assessment of VimpelCom's strategic and
financial position and of future market conditions, trends and
other potential developments. Forward-looking statements involve
risks and uncertainties, including, without limitation, the risk
that the transaction described above will not be completed. If such
risks or uncertainties materialize or such assumptions prove
incorrect, actual results could differ materially from those
expressed or implied by such forward-looking statements or
assumptions. Certain other factors that could cause actual results
to differ materially from those discussed in any forward-looking
statements include the risk factors described in VimpelCom's Annual
Report on Form 20-F for the year ended December 31, 2015 and other public filings made
by VimpelCom with the SEC. The forward-looking statements included
in this press release are made only as of the date hereof, and
VimpelCom disclaims any obligation to update them or to announce
publicly any revision to any of the forward-looking statements
contained in this press release, or to make corrections to reflect
future events or developments.
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SOURCE VimpelCom Ltd.