In This Article:
VEON Holdings B.V.
Announcement of Currency Exchange Option
Amsterdam, 9 June 2023 – VEON Ltd. (NASDAQ: VEON, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, today provides some further details regarding our ruble denominated notes.
We would like to reiterate the currency election terms for the holders of the following ruble denominated notes:
RUB10,000,000,000 6.50% Senior Unsecured Notes;
RUB20,000,000,000 6.30% Senior Unsecured Notes; and
RUB20,000,000,000 8.125% Senior Unsecured Notes (the “Notes”)
Each issued under the U.S.$6,500,000,000 Global Medium Term Note Programme (the “Programme”) of VEON Holdings B.V. (the “Issuer”)
| RUB10,000,000,000 6.50% due 2025 |
| Regulation S Global Note: 222671639 / Rule 144A Global Note: 222671299 |
| Regulation S Global Note: XS2226716392 / Rule 144A Global Note: XS2226712995 |
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| RUB20,000,000,000 6.30% due 2025 |
| Regulation S Global Note: 218490018 / Rule 144A Global Note: 218490026 |
| Regulation S Global Note: XS2184900186 / Rule 144A Global Note: XS2184900269 |
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| RUB20,000,000,000 8.125% due 2026 |
| Regulation S Global Note: 234353250 / Rule 144A Global Note: 234353446 |
| Regulation S Global Note: XS2343532508 / Rule 144A Global Note: XS2343534462 |
Reference is made to the above Notes issued by the Issuer under the Programme pursuant to the trust deed dated 16 April 2020 (the “Trust Deed”). Capitalised terms used but not defined herein shall be deemed to be defined as set forth in the base offering memorandum dated 16 April 2020 and the first supplemental offering memorandum dated 8 June 2020.
Further reference is made to the announcements by Euroclear and Clearstream dated 3 February 2023 (as updated on 8 February 2023) and 6 February 2023, respectively, that with immediate effect Euroclear and Clearstream are no longer accepting nor processing RUB payments. Under the Conditions (as defined in the Trust Deed), this is being treated as Euroclear and Clearstream having made an effective U.S. dollar currency election (as set out below) on behalf of each of the respective Noteholders holding through them, since no other payment is possible.
The Conditions (as defined in the Trust Deed) provide the ability for Noteholders (or any of them), through the notification procedures of Euroclear and/or Clearstream, on or before the tenth Business Day prior to an Interest Payment Date or any date for the repayment of principal of the relevant notes, to give an irrevocable election to the Principal Paying Agent to receive such payment in U.S. dollars (the “U.S. dollar currency election”). As of today’s date, Euroclear and Clearstream are still not accepting nor processing RUB payments, and as such are deemed to have given such notice on behalf of all Noteholders with respect to all Interest Payment Dates until further notice.