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VEON Holdings B.V. - Consent Solicitation 2024 (& Exchange) (XS/US) - Update
VEON HOLDINGS B.V. announces results Settlement Date in respect of the Consent Solicitations
28 JUNE 2024
Full announcement including disclaimers and offer restrictions available via Luxse
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"The Issuer has previously announced the results of the relevant Meetings on 7 May 2024, in respect of April 2025 Notes and 2027 Notes, and on 21 May 2024, in respect of the June 2025 Notes. In addition, U.S.$465,331,000in aggregate nominal amount of the New April 2025 Notes, RUB7,227,600,000 in aggregate nominal amount of the New June 2025 Notes and U.S.$1,001,249,000 in aggregate nominal amount of the New 2027 Notes have been issued in exchange for the relevant Series of Notes."
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"Confirmation of Settlement Date
The Issuer is now able to confirm that the Settlement Date in respect of each Consent Solicitations is 28 June 2024, and that the Issuer has executed the Supplemental Trust Deed in respect of each Series of Notes in order to implement the relevant Consent Solicitation which includes, amongst other things, that the Issuer will make no further payments of principal or interest on the Notes listed above.
Eligible Noteholders who hold the Notes as of today’s date are directed to the Issuer’s announcement dated 25 June 2024 (including the distribution restrictions included therein) for details on how to exchange their Notes for applicable New Notes in accordance with the terms of the relevant Consent Solicitation."
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Announcement regarding the extension of the period to exchange Remaining Euroclear/Clearstream Notes of the below Series of Notes following the completion of VEON Holdings B.V.’s Consent Solicitations
25 JUNE 2024
Full announcement including disclaimers and offer restrictions available via Luxse
"On 5 June 2024, VEON Holdings B.V. (the Issuer) notified Holders of the Remaining Euroclear/Clearstream Notes that such Noteholders can still arrange for the exchange of their Remaining Euroclear/Clearstream Notes for an equal aggregate principal amount of applicable New Notes by delivering an Exchange Instruction and complying with the requirements as set out in that announcement by 4.00 p.m. (London time) on 24 June 2024 (the Original Expiration Deadline), as further discussed in that announcement (the Original Exchange Announcement) and the Consent Solicitation Memorandum dated 18 April 2024 (the Consent Solicitation Memorandum).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum and/or the Original Exchange Announcement.
The Issuer is now announcing an extension to the Expiration Deadline for delivering a valid Exchange Instruction (as defined below) in order to participate in such exchange to 4.00 p.m. (London time) on 15 July 2024, as further discussed in “Participating in the Exchange” below.
Such exchange will then settle on the July Delayed Settlement Date, which is expected to occur on 17 July 2024.
Notes in respect of which valid Exchange Instructions have been delivered prior to the Original Expiration Deadline will be exchanged for applicable New Notes on the original Delayed Settlement Date, being 26 June 2024 (the June Delayed Settlement Date)."
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Announcement regarding the exchange of Remaining Euroclear/Clearstream Notes of the below Series of Notes following the completion of VEON Holdings B.V.’s Consent Solicitations
05 JUNE 2024
Full announcement including disclaimers and offer restrictions available via Luxse
"Pursuant to the Consent Solicitations described in the Consent Solicitation Memorandum dated 18 April 2024 (the Consent Solicitation Memorandum), VEON Holdings B.V. (the Issuer) is notifying Holders of the April 2025 Notes, the June 2025 Notes and the 2027 Notes that did not participate in the Consent Solicitations and therefore whose Notes are due to remain outstanding following the settlement of the Consent Solicitations (as further described in the Consent Solicitation Memorandum, the Remaining Euroclear/Clearstream Notes) and on which the Issuer will not be required to make any further payments (of principal or interest) once the changes to the Remaining Euroclear/Clearstream Notes are implemented (save as set out in the section titled “Consent Solicitations” of the Consent Solicitation Memorandum), that such Noteholder can still arrange for the exchange of their Remaining Euroclear/Clearstream Notes for an equal aggregate principal amount of applicable New Notes, as further discussed in this announcement and the Consent Solicitation Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.
The Expiration Deadline for delivering a valid Exchange Instruction (as defined below) in order to participate in such exchange is 4.00 p.m. (London time) on 24 June 2024, as further discussed in “Participating in the Exchange” below.
Such exchange will then settle on the Delayed Settlement Date, which is expected to occur on 26 June 2024."
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VEON HOLDINGS B.V. announces results of noteholders’ adjourned meetings in respect of its outstanding Notes
21 MAY 2024
Full announcement including disclaimers and offer restrictions available via Luxse
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"Results of Adjourned Meetings of the June 2025 Notes and the 2026 Notes
NOTICE IS HEREBY GIVEN to:
(a) the holders of the June 2025 Notes that (i) at the Adjourned Meeting of the holders of the June 2025 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed and the Eligibility Condition was satisfied; and (ii) the Resolution Inter-conditionality has been waived and accordingly the Proposals will be implemented on the Settlement Date. The Issuer will announce the Settlement Date as soon as reasonably practicable. As the Issuer currently expects the Settlement Date to occur later than 27 May 2024, the Early Exchange Date in respect of the relevant Exchange Eligible Notes is expected to occur on 28 May 2024; and
(b) the holders of the 2026 Notes that at the Adjourned Meeting of the holders of the 2026 Notes, the necessary quorum was achieved but the Extraordinary Resolution was not passed and the Proposals will not be implemented; and
Early Exchange Date in respect of the April 2025 Notes and the 2027 Notes
NOTICE IS HEREBY ALSO GIVEN to holders of the April 2025 Notes and the 2027 Notes which are also Exchange Eligible Notes that the Early Exchange Date is respect of such Notes is expected to occur on 28 May 2024."
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VEON HOLDINGS B.V. announces results of noteholders’ meetings in respect of its outstanding Notes
07 MAY 2024
Full announcement including disclaimers and offer restrictions available via Luxse
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"Results of Meetings of the April 2025 Notes, the September 2025 Notes and the 2027 Notes
NOTICE IS HEREBY GIVEN to:
(a) the holders of the April 2025 Notes that (i) at the Meeting of the holders of the April 2025 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed and the Eligibility Condition was satisfied; and (ii) the Resolution Inter-conditionality has been waived and accordingly the Proposals will be implemented on the Settlement Date. The Issuer will announce the Settlement Date as soon as reasonably practicable. As the Issuer currently expects the Settlement Date to occur later than 13 May 2024, the Early Exchange Date in respect of the relevant Exchange Eligible Notes will be announced by the Issuer in due course (and will be announced no later than 2 Business Days prior to the date on which the Early Exchange Date will fall);
(b) the holders of the 2027 Notes that (i) at the Meeting of the holders of the 2027 Notes, the necessary quorum was achieved, the Extraordinary Resolution was passed and the Eligibility Condition was satisfied; and (ii) the Resolution Inter-conditionality has been waived and accordingly the Proposals will be implemented on the Settlement Date. The Issuer will announce the Settlement Date as soon as reasonably practicable. As the Issuer currently expects the Settlement Date to occur later than 13 May 2024, the Early Exchange Date in respect of the relevant Exchange Eligible Notes will be announced by the Issuer in due course (and will be announced no later than 2 Business Days prior to the date on which the Early Exchange Date will fall); and
(c) the holders of the September 2025 Notes that at the Meeting of the holders of the September 2025 Notes, the necessary quorum was achieved but the Extraordinary Resolution was not passed and the Proposals will not be implemented; and
Early Exchange Eligible Notes
All Eligible Noteholders who have submitted valid Consent Instructions pursuant to the relevant Consent Solicitation (whether, in favour of, or against, the relevant Extraordinary Resolution) (in respect of each such Series, the Early Exchange Eligible Notes) will on the Early Exchange Date, receive in exchange for their Notes of the relevant Series and conditional on the cancellation of such Notes (including in the case of any Early Exchange Eligible Notes that are DTC Notes, the delivery of such DTC Notes to the Issuer or the Principal Paying Agent, as applicable, for cancellation), an equal aggregate principal amount of applicable New Notes (as defined in the Consent Solicitation Memorandum) of the relevant Series (the Early Exchange Settlement).
Adjournment of the Meetings in respect of the June 2025 Notes and the 2026 Notes
NOTICE IS HEREBY GIVEN to the holders of the June 2025 Notes and the 2026 Notes that the quorum required for the Meetings of the holders of each of the June 2025 Notes and the 2026 Notes was not obtained, and accordingly such Meetings have been adjourned. "
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"The Issuer will not extend the Voting Deadline for the Consent Solicitation in respect of the June 2025 Notes.
The Voting Deadline for the Consent Solicitation in respect of the 2026 Notes is extended to 4.00 p.m. (London time) on 16 May 2024, and (for the purposes of such Consent Solicitation) references in the Consent Solicitation Memorandum to the Voting Deadline must be read accordingly. The Expiration Time in respect of each Consent Solicitation shall be extended to 12.00 p.m. (London time) on 22 May 2024."
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VEON HOLDINGS B.V. announces Consent Solicitations in respect of certain Notes
18 APRIL 2024
Full announcement including disclaimers and offer restrictions available via Luxse
18 April 2024. VEON Holdings B.V. (the Issuer) announced today invitations to Eligible Noteholders (as defined below) of each series of Notes described in the table below (together the Notes, and each series of Notes a Series) to consent to certain proposals, as described under “Proposals” below (each such invitation a Consent Solicitation and collectively the Consent Solicitations).
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Details of the Notes
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