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VEON Limited & VEON Holdings B.V. - Scheme - Update

VEON confirms that Scheme Amendment Conditions have been

satisfied

+

VEON obtains remaining licences required to amend its 2023 Notes and

extend their maturities


03 APRIL 2023


Full announcements including disclousres and disclaimers available via Euronext


"VEON confirms that Scheme Amendment Conditions have been satisfied


Amsterdam, Netherlands, 3 April 2023 07:05 CE S T VEON Ltd. ( Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, and its subsidiary, VEON Holdings B.V. (the “ Company ”), are pleased to announce that, further to the announcement issued on 31 January 2023 regarding the Scheme becoming effective, each of the Amendment Conditions has been satisfied in accordance with the terms of the Scheme, including receipt by the Company of all a uthorisations and/or licences necessary to implement the a mendments to the 2023 Notes (as se t out in the Scheme )).


The Company is therefore proceeding with the steps required to implement the amendments to the 2023 Notes in accordance with the terms of the Scheme and anticipates that the a mendments to the 2023 Notes will become effective tomorrow, 4 April The Company will provide a further announcement once the Amendment Effective Time has occurred."

 

"VEON obtains remaining licences required to amend its 2023 Notes and extend their maturities


Amsterdam, Netherlands, 3 April 2023 07:00 CE S T VEON Ltd. (Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, and its subsidiary, VEON Holdings B.V. (the Company ”), are pleased to announce that they have now received the remaining licences and regulatory confirmations required to implement the amendments to its 2023 Notes from UK, Dutch and Bermuda authorities.


In addition to the OFAC L icence received o n 2 3 December 2022 the OFSI Licence was received on 23 February 2023 a confirmation was received on 9 March 2023 from the Netherlands Ministry of Finance that a licence or authorisation is not required in connection with implementation of the amendments to the 2023 Notes and a licence was received from the Bermudan Sanctions Authority on 31 March 2023 T he Com pany is satisfied that it has now received all a uthorisations and/or licences necessary to implement the a mendments to the 2023 Notes as set out in the Scheme."

 

VEON’s Scheme approved by Court


30 January 2023


Full announcements available via Luxembourg Stock Exchange.


"Amsterdam, Netherlands, 30 January 2023 14:15 CET : VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, and its subsidiary, VEON Holdings B.V. (the

Company ”), are pleased to announce that, further to the announcement issued on 26 January 2023 regarding the Scheme Sanction Hearing, the Court has today made an order sanctioning the Scheme in respect of the Company’s 2023 Notes (the Order ”).


In addition, the Company confirms that it has received confirmation from HM Revenue & Customs that the Order is not subject to stamp duty, and VEON Ltd. and VEON Amsterdam B.V. have executed the VEON Deed Poll.


The Order will take effect when delivered to the Registrar of Companies. Following this, the Scheme will become effective in accordance with its terms and will bind the Company and all Scheme Creditors. This will include, among other things, the imposition of the Scheme Standstill, which will restrict 2023 Noteholders (and other Scheme Creditors) from taking Enforcement Action (and other related actions) in accordance with the terms described in the Scheme, as summarised in the Explanatory Statemen t issued by the Company on 21 December 2022, as

amended on 11 January 2023.


Notwithstanding the sanctioning of the Scheme by the Court, the Amendments will only become effective if and when each of the Amendment Conditions has been satisfied or waived (in accordance with the Scheme). This includes the receipt by the Company of cer tain licences, and/or confirmations that no such licences are required, as set out in the Explanatory Statement (in the event that the Company determines, in its absolute discretion, that it requires such licences or confirmations).


Capitalised terms used but not defined in this announcement have the meaning given to them in the Explanatory Statement, which is available to the Scheme Creditors on the Scheme Website at https://deals.is.krol l.com/veon

VEON Group CEO Kaan Terzioglu commented: “We welcome the approval of the scheme by C ourt which we believe is in the best interest of all stakeholders This provides our Group with additional financial flexibility and time to conclude the sale of our Russian business.

 

VEON confirms date of Scheme Hearing is 30 January 2023


26 January 2023


Full announcements available via Luxembourg Stock Exchange.


"Amsterdam, Netherlands, 26 January 2023 : VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, and its subsidiary, VEON Holdings B.V. (the “Company”) confirm that, further to the announcement issued on 24 January 2023 regarding the results of the Scheme Meeting, the Scheme Sanction Hearing is scheduled to take place before Mr. Justice Roth via webinar at 10.30 a.m. (London time) on 30 January 2023.


At the hearing, the Company will seek an order requesting the Court sanction the Scheme. If the Scheme is sanctioned by the Court at the Scheme Sanction Hearing, and the other specified conditions to the Scheme are satisfied, the Scheme will then become effective.


Any Scheme Creditor is entitled to attend the hearing to make representations to the Court, or to instruct counsel to attend and to ma ke representations to the Court on their behalf.


Scheme Creditors who wish to attend the Scheme Sanction Hearing will need to email AkinProjectVerona@akingump.com by no later than 12:00 p.m. (midday) (London time) on 27 January 2023, providing their email address. The relevant link will then be provided to the Scheme Creditor directly by the Court. If Scheme Creditors wish to make representations at the Scheme Sanction Hearing, or who wish to instruct counsel to attend and to make representations to the Court on their behalf, they should contact the Cour t or Kroll Issuer Services Limited (as the Company’s information agent) by email to veon@is.kroll.com, in each case with copy to Akin Gump LLP (as the Company's counsel on the Scheme) by email to AkinProjectVerona@akingump.com, specifying their name and em ail address, and if applicable, the name and email address of their counsel.


Capitalised terms used but not defined in this announcement have the meaning given to them in the Explanatory Statement issued by the Company on 21 December 2022, as amended on 11 January 2023, which is available on the

Scheme Website at https://deals.is.kroll.com/veon."

 

VEON - VEON provides update on voting on Scheme


17 January 2023


Full announcements available via Luxembourg Stock Exchange.


"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"

 

11 January 2023


Full announcements available via Luxembourg Stock Exchange.


"Amsterdam, Netherlands, 11 January 2023 23:50 CET: 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”) refer to the announcement dated 21 December 2022 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”), and in particular relating to the convening of a single meeting of Scheme Creditors to be held on 24 January 2023 (the “Scheme Meeting”). Reference is also made to the explanatory statement relating to the Scheme made available on the Scheme Website on 21 December 2022 (the “Original Explanatory Statement”). The Company has today issued an amended Explanatory Statement in connection with the Scheme, which amends the terms of the Scheme (the “Amended Explanatory Statement”).


Capitalised terms used but not otherwise defined herein shall have the meaning given to them in the Amended Explanatory Statement, which is available via the Scheme Website at https://deals.is.kroll.com/veon."

 

26 December 2022


Full announcements available via Luxembourg Stock Exchange.


VEON Ltd.

and

VEON Holdings B.V.

VEON Obtains OFAC License for Scheme Meeting

 

21 December 2022


Full announcements available via Luxembourg Stock Exchange.



"VEON Ltd.

and

VEON Holdings B.V.

Proposed Scheme of Arrangement of VEON Holdings B.V.

Results of Scheme Convening Hearing


Amsterdam, Netherlands, 21 December 2022 19:45 CET: VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, and its subsidiary, VEON Holdings B.V. (the “Company”), inform that, further to the announcement issued on 16 December 2022 regarding the Scheme Convening Hearing on 20 December 2022, the Court has today made an order (the “Convening Order”) convening a single meeting of the Scheme Creditors of the 2023 Notes issued by the Company for the purpose of considering and, if thought fit, approving the Scheme in respect of the 2023 Notes (the “Scheme Meeting”).


Further to the Convening Order, the Company has revised the terms of the Scheme to remove the Amendments in respect of the consent thresholds and quorum requirements under the 2023 Notes (as set out in paragraph 6.3(b) of the Practice Statement Letter dated 24 November 2022).


The Company has also today made available the Explanatory Statement, issued in connection with the Scheme in respect of the 2023 Notes, the Voting and Proxy Form and the Notice of Scheme Meeting, through the Scheme Website at https://deals.is.kroll.com/veon.


The Scheme Meeting will be held at 10.00 a.m. (London time) on 24 January 2023 (or such later time or date as the Company may decide and notify to Scheme Creditors) upon the Company being satisfied that it has obtained all necessary Authorisations for the Scheme Meeting to be held (including the OFAC Licence on terms that would authorise the Company to proceed with the Scheme Meeting). The Scheme Meeting will allow the Scheme Creditors to vote on the Scheme proposed by the Company in respect of its 2023 Notes, provided they are not precluded from doing so by law or regulation. To participate and vote at the Scheme Meeting, Scheme Creditors (or their DTC Participant on their behalf, as applicable) must have submitted validly completed Voting and Proxy Forms to Kroll Issuer Services Limited (as the Company’s information agent) by the Voting Instruction Deadline (currently anticipated to be 5:00 p.m. (London time) on 19 January 2023).


Further information regarding the Scheme Meeting and submission of Voting and Proxy Forms will be provided by the Notice of Scheme Meeting and the Voting and Proxy Forms.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Explanatory Statement.


Hard copies of the Explanatory Statement can be requested by Scheme Creditors from Kroll Issuer Services Limited (as the Company’s information agent) by email to veon@is.kroll.com.


...


VEON Ltd.

and

VEON Holdings B.V.

Proposed Scheme of Arrangement of VEON Holdings B.V.

Invitation to Submit Voting and Proxy Forms and Notice of Scheme Meeting


Amsterdam, Netherlands, 21 December 2022 19:50 CET: Further to the announcement made today regarding the Court order granting the Company permission to convene the Scheme Meeting and the issuance of the Explanatory Statement and accompanying documentation via the Scheme Website, VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, and its subsidiary, VEON Holdings B.V. (the “Company”) hereby give notice that the Scheme Meeting will take place virtually by webinar, via Zoom, on 24 January 2023 at 10:00 a.m. (London time) (or such later time or date as the Company may decide and notify to Scheme Creditors) upon the Company being satisfied that it has obtained all necessary Authorisations for the Scheme Meeting to be held (including the OFAC Licence on terms that would authorise the Company to proceed with the Scheme Meeting). All Scheme Creditors are requested to attend the Scheme Meeting, via Zoom (either in person, by duly authorised representative if a corporation, or by proxy)."

 

16 December 2022


Full announcement available via Luxembourg Stock Exchange.


"Amsterdam, Netherlands, 16 December 2022 13:30 CET: Further to the announcement issued by VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON) and its subsidiary, VEON Holdings B.V. (the “Company”), on 24 November 2022 regarding the launch of a scheme of arrangement by the Company in respect of the 2023 Notes (the “Scheme”) via the issuance of a Practice Statement Letter (the “Initial Practice Statement Letter”) and the announcement on 9 December 2022 regarding the issuance of a supplemental Practice Statement Letter, notice is hereby given that the Scheme Convening Hearing is scheduled take place before Mr Justice Zacaroli in The Rolls Building no earlier than 10:30 a.m. (London time) on 20 December 2022 at the Royal Courts of Justice, 7 Rolls Building, Fetter Lane, London EC4A 1NL.


The exact time and location is to be confirmed and published by the Court on 19 December 2022 on the Business and Property Courts Rolls Building Cause List, which can be accessed via the following link: https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list/business-and-property-courts-of-england-and-wales-cause-list#insolvency--companies-court-list-chancery-division.


At the Scheme Convening Hearing, the Company will seek an order granting it certain directions in relation to the Scheme in respect of its 2023 Notes, including permission to convene a meeting for the Scheme Creditors of the 2023 Notes issued by the Company for the purpose of considering, and, if thought fit, approving the Scheme."

 

"Amsterdam, Netherlands, 9 December 2022 21:15: 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”) refer to the announcement dated 24 November 2022 relating to the launch of 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”) and the issuance of the Practice Statement Letter on the same date (the “Initial Practice Statement Letter”). The Company has today issued a supplemental Practice Statement Letter in connection with the Scheme (the “Supplemental Practice Statement Letter”).


Capitalised terms used but not otherwise defined herein shall have the meaning given to them in the Initial Practice Statement Letter, which is available via the Scheme Website at https://deals.is.kroll.com/veon."


Full announcement available via Luxembourg Stock Exchange.


Investor Presentation available via SEC.


...


"Next Steps


Further details regarding the Scheme and the Amendments are contained in the Initial Practice Statement Letter and Supplemental Practice Statement Letter, each of which are available on the Scheme Website at https://deals.is.kroll.com/veon.


The Group is targeting the sanctioning and effectiveness of the Scheme in late January or early February. If the Scheme becomes effective, all of the Scheme Creditors (irrespective of whether or not they voted in favour of the Scheme) will be bound by the terms of the Scheme and the Scheme will alter the rights of the Scheme Creditors. However, completion of the Amendments will be conditional upon obtaining licenses from competent

sanctions authorities, to the extent that the Company determines that such licenses are

required.


The board of directors of the Company recommends to the Scheme Creditors that are entitled to vote on the Scheme that they should vote in favour of and approve the Scheme.


Any beneficial owners of the 2023 Notes who wish to discuss the Scheme or the Amendments, and are not designated or otherwise subject to asset freezes or equivalent blocking restrictions under European Union, United Kingdom, United States or other applicable sanctions regimes, are invited to contact VEON (bonds@veon.com) and/or Moelis & Company, who are acting as financial advisors in Amendments (Marcel.Brouwer@moelis.com)."


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