31 Mar 2015
Vimpelcom Amsterdam B.V. Announces Tender Offer Results Amsterdam, Netherlands, 31 March 2015. On 2 March 2015, VimpelCom Amsterdam B.V. (the Company ) announced its offer to purchase up to U.S.$2,100,000,000 (subject to the terms and conditions set out in the offer to purchase dated 2 March 2015 (the Offer to Purchase ), the Maximum Tender Amount ) of its outstanding (i) U.S.$500,000,000 6.493% Loan Participation Notes due 2016 issued by, but with limited recourse to, VIP Finance Ireland Limited (the Series 1 Notes ), (ii) U.S.$600,000,000 8.25% Loan Participation Notes due 2016 issued by, but without recourse to, UBS (Luxembourg) S.A. (the Series 2 Notes ), (iii) U.S.$1,000,000,000 9.125% Loan Participation Notes due 2018 issued by, but with limited recourse to, VIP Finance Ireland Limited (the Series 3 Notes and together with the Series 1 Notes and the Series 2 Notes, the First Priority Notes ), (iv) U.S.$1,000,000,000 7.748% Loan Participation Notes due 2021 issued by, but with limited recourse to, VIP Finance Ireland Limited (the Series 4 Notes and the Second Priority Notes ), (v) U.S.$500,000,000 6.2546% Guaranteed Notes due 2017 issued by VimpelCom Holdings B.V. (the Series 5 Notes ), (vi) U.S.$1,500,000,000 7.5043% Guaranteed Notes due 2022 issued by VimpelCom Holdings B.V. (the Series 6 Notes and together with the Series 5 Notes, the Third Priority Notes ), (vii) U.S.$600,000,000 5.20% Notes due 2019 issued by VimpelCom Holdings B.V. (the Series 7 Notes ) and (viii) U.S.$1,000,000,000 5.95% Notes due 2023 issued by VimpelCom Holdings B.V. (the Series 8 Notes and together with the Series 7 Notes, the Fourth Priority Notes ) (the Offer ). The First Priority Notes, Second Priority Notes, Third Priority Notes and Fourth Priority Notes are collectively referred to herein as the Notes .
Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.
Further to the announcement of the Offer on 2 March 2015 and the announcement of the early tender results and clearing prices for the Fourth Priority Notes on 16 March 2015, the Company hereby informs Noteholders that, as at the Expiration Time (being 4.00 pm London time (11.00 a.m. New York time) on 30 March 2015), the aggregate principal amount of each Series of Notes validly tendered and accepted for purchase by the Company is set out in the sixth column of the table below under the heading Aggregate Principal Amount Accepted for Purchase , representing U.S.$1,837,572,000 of principal amount of the Notes. The consideration payable (including any Early Tender Payment (as defined in the Offer to Purchase) but excluding Accrued Interest (defined below)) by the Company in respect of the Notes validly tendered and accepted for purchase, is set out in the eighth column of the table below under the heading Consideration payable , and amounts to U.S.$1,850,737,740 in aggregate. Accrued Interest payable in respect of Notes validly tendered and accepted for purchase is set out in the ninth column of the table below under the heading Accrued Interest , and amounts to U.S.$38,819,938.80 in aggregate. All Notes validly tendered in the Offer have been accepted in full and there will be no pro-ration.
First Priority Notes(1)
ISINs
CUSIP
Title of Security
Maturity Date
Priority Acceptance Level(2)
Aggregate Principal Amount Accepted for Purchase
Aggregate Principal Amount Outstanding following settlement of the Offer
Consideration payable(3)
Accrued Interest(4)
US918242AC23 (Rule 144A) / XS0587030957 (Reg S) 918242AC2 U.S.$ 500,000,000 6.493% Loan Participation Notes issued by VIP Finance Ireland Limited (the Series 1 Notes) 2016 U.S.$
500,000,000 U.S.$
235,678,000 U.S.$
264,322,000 U.S.$
242,432,742.50 U.S.$
2,550,428.72
US90263MAE49 (Rule 144A) / XS0253861834 (Reg S) 90263MAE4 U.S.$600,000,000 8.25% Loan Participation Notes issued by UBS (Luxembourg) S.A. (the Series 2 Notes) 2016 U.S.$
600,000,000 U.S.$
334,219,000 U.S.$
265,781,000 U.S.$
350,094,402.50 U.S.$
9,880,349.40
US918242AB40 (Rule 144A)/ XS0361041808 (Reg S) 918242 AB4 U.S.$1,000,000,000 9.125% Loan Participation Notes issued by VIP Finance Limited (the Series 3 Notes) 2018 U.S.$
1,000,000,000 U.S.$
500,851,000 U.S.$
499,149,000 U.S.$
525,842,550.00 U.S.$
19,296,676.26
Second Priority Notes(1)
ISINs
CUSIP
Title of Security
Maturity Date
Priority Acceptance Level(2)
Aggregate Principal Amount Accepted for Purchase
Aggregate Principal Amount Outstanding following settlement of the Offer
Consideration payable(3)
Accrued Interest(4)
US918242AD06 (Rule 144A)/ XS0587031096 (Reg S) 918242AD0 U.S.$1,000,000,000 7.748% Loan Participation Notes issued by VIP Finance Ireland Limited (the Series 4 Notes) 2021 U.S.$
1,000,000,000 U.S.$
349,430,000 U.S.$
650,570,000 U.S.$
335,446,800 U.S.$
4,512,306.23
Third Priority Notes(1)
ISINs
CUSIP
Title of Security
Maturity Date
Priority Acceptance Level(2)
Aggregate Principal Amount Accepted for Purchase
Aggregate Principal Amount Outstanding following settlement of the Offer
Consideration payable(3)
Accrued Interest(4)
US92718WAA71 (Rule 144A)/ XS0643176448 (Reg S) 92718W AA7 U.S.$500,000,000 6.2546% Guaranteed Notes issued by VimpelCom Holdings B.V. (the Series 5 Notes) 2017 U.S.$
500,000,000 U.S.$
151,357,000 U.S.$
348,643,000 U.S.$
150,972,607.50 U.S.$
815,194.47
US92718WAB54 (Rule 144A) / XS0643183220 (Reg S 92718W AB5 U.S.$1,500,000,000 7.5043% Guaranteed Notes issued by VimpelCom Holdings B.V. (the Series 6 Notes) 2022 U.S.$
1,500,000,000 U.S.$
219,977,000 U.S.$
1,280,023,000 U.S.$
205,347,937.50 U.S.$
1,421,499.45
(copy 1) Fourth Priority Notes(1)
ISINs
CUSIP
Title of Security
Maturity Date
Priority Acceptance Level(2)
Aggregate Principal Amount Accepted for Purchase
Aggregate Princi
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31 Mar 2015
