Sony Pixel Power calrec Sony

VEON issues supplemental Practice Statement Letter

09/12/2022

09 Dec 2022

VEON issues supplemental Practice Statement Letter Amsterdam, Netherlands, 9 December 2022 21:15 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 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.

As set out in the announcement of 24 November 2022, the Scheme originally proposed the following amendments to the 2023 Notes:

- an eight-month extension of the respective maturity dates of the February 2023 Notes and April 2023 Notes to October 2023 and December 2023 respectively;

- an amendment of the consent and quorum thresholds for ordinary matters and Reserved Matters (as defined in the 2023 Notes Trust Deeds) and excluding beneficial owners of the 2023 Notes who are the target of applicable sanctions laws or regulations that prohibit them from dealing with the 2023 Notes from counting in the consent and quorum thresholds; and

- payment of an amendment fee of 75bps payable on the 2023 Notes outstanding on their respective amended maturity dates (the Amendment Fee ).

Following feedback from certain of the 2023 Noteholders, the Company has today informed the Scheme Creditors, by the Supplemental Practice Statement Letter, which is also available via the Scheme Website at https://deals.is.kroll.com/veon, that it has amended the terms of the proposal set out in the Scheme. The enhancements to the terms of the proposed Scheme set out in the Supplemental Practice Statement Letter are:

- an increase in the Amendment Fee to 200bps (which will be payable on the new maturity dates of the 2023 Notes on the 2023 Notes outstanding at that time); and

- the inclusion of a put right (the Put Right ) requiring the Company to repurchase 2023 Notes in an aggregate amount of USD 600 million (or, if the principal amount of the 2023 Notes exercising the Put Right is less than USD 600 million, such lower amount), subject to:

compliance by the Company with all applicable laws and regulations, including Sanctions laws and regulations; and

VEON Ltd., together with VEON Amsterdam B.V. and the Company, having an aggregate cash balance in their accounts in excess of USD 1 billion (net of the aggregate amount drawn under the Company's multicurrency revolving facility, which as of today is USD 1,055,000,000) at 9:00 a.m. (CET) on the business day immediately preceding the later to occur of (A) 2 May 2023, and (B) the date the amendments to the 2023 Notes pursuant to the Scheme become effective (the Cash Balance Test Date ).

If the above conditions are satisfied, the Put Right will be exercisable from the first business day following the Cash Balance Test Date. The 2023 Noteholders will then have ten calendar days to exercise the Put Right by complying with procedures specified by the Company.

The Put Right will be exercisable at a purchase price of 101 per cent. of the principal amount, together with accrued and unpaid interest.

To the extent the aggregate amount of 2023 Notes with respect to which the Put Right has been validly exercised exceeds USD 600 million, the repurchase shall be made on a pro rata basis by reference to the principal amount of 2023 Notes that exercise the Put Right.

The Company will undertake pursuant to the Scheme and the amended 2023 Notes Trust Deeds not to (and not to permit any of its subsidiaries, other than VimpelCom, to) tender for any Notes until after the settlement of each validly executed Put Right.

Further detail on those amendments to the proposal set out in the Scheme is set out in the Supplemental Practice Statement Letter.

Scheme of Arrangement

The Scheme is subject to obtaining the necessary majority consents (being a majority in number, representing at least 75% by value, of those beneficial owners of the 2023 Notes present and voting at the Scheme meeting, either in person or by proxy). Any sanctioned beneficial owners of the 2023 Notes and sanctioned persons that may act as custodian for beneficial owners of the 2023 Notes will be excluded from participating in and voting on the Scheme.

All actions taken in connection with the Amendments shall be in full compliance with all applicable sanctions laws and regulations, including 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 other jurisdictions applicable to the Group (excluding the Russian Federation and the Republic of Belarus), and any necessary licenses and approvals issued by the competent sanctions authorities of the foregoing jurisdictions.

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 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 effectiv
LINK: https://www.veon.com/media/media-releases/2022/veon-issues-supplementa...
See more stories from vimpel

Most recent headlines

13/03/2025

You Will Leave Opus Singing the Original Bops Performed by John Malkovich

(L-R) Stephanie Suganami, Tatanka Means, John Malkovich, Ayo Edebiri, and Juliette Lewis attend the premiere of Opus at Eccles Theatre in Park City. (Photo by...

13/03/2025

How Spotify Is Driving Growth, Discovery, and Innovation in the Audiobook Market

Spotify took center stage at the London Book Fair this week, reaffirming our commitment to the audiobook market and showcasing our impact on the publishing indu...

13/03/2025

Spotify Audiobooks Launches a New Publishing Program for Independent Authors

At Spotify, we work every day to lift up new voices, giving creators the opportunity to live off their art. Through Spotify Audiobooks, our in-house publishing ...

13/03/2025

Evolving EO/IR Technology For All-Domain Airborne Law Enforcement

Every time airborne law enforcement (ALE) teams fly, they expect their equipment to perform. Whether airborne units are conducting support for ground teams, bor...

13/03/2025

Craft Interview: Jamie McCombs, Audio Consultant / Sr. Audio

Sunday February 9 saw the annual return of the US' biggest television event, the Super Bowl LIX. Jamie McCombs, Fox Sports Audio Consultant / Sr. Audio capt...

13/03/2025

Craft Interview: Paul Sandweiss, Production Sound Mixer/Audio Director

On Sunday March 2, stars across the film industry gathered at the Dolby Theatre in Los Angeles for the 97th Academy Awards. Production Sound Mixer Paul Sandweis...

13/03/2025

Riedel To Showcase New StageLink Smart Edge Devices At 2025 NAB Show

WUPPERTAL, Germany Riedel Communications will feature its new StageLink family of smart edge devices, Smart Audio and Mixing Engine (SAME) and Virtual Smart Pan...

13/03/2025

TAG Video Systems and Harmonic Partner to Deliver Enhanced Real-Time Monitoring for VOS360 Streaming Workflows at the 2025 NAB Show

TAG Video Systems and Harmonic Partner to Deliver Enhanced Real-Time Monitoring ...

13/03/2025

DigitalGlue Invites NAB Visitors to Experience New Features in Managed Storage Platform that Empowers Video Teams to Scale Effortlessly

DigitalGlue Invites NAB Visitors to Experience New Features in Managed Storage P...

13/03/2025

FOR-A America Theme - Connecting the Present, Building the Future - Comes to Life at NAB 2025 Exhibition

FOR-A America Theme - Connecting the Present, Building the Future - Comes to Lif...

13/03/2025

Ajit Pai Appointed President of CTIA

CTIA, the wireless industry association, has named former FCC Chairman Aji Pai as its President and Chief Executive Officer, effective April 1. He replaces Mere...

13/03/2025

NAB: FCC's 60 Minutes Investigation Is Unconstitutional, Invalid

he National Association of Broadcasters is urging the FCC to end its investigation of that controversial CBS interview with Kamala Harris stating there is no ...

13/03/2025

CBS Miami to Launch AR Coverage of Weather and Sports for March Madness

MIAMI CBS News & Stations continues to expand its use of augmented and virtual reality technologies with the planned launch of an augmented reality/virtual real...

13/03/2025

Meet the co-founder and chief customer success & innovation officer

Srividhya Srinivasan, co-founder and chief customer success & innovation Officer at Amagi, tells TVBEurope how staying ahead of the latest trends is essential f...

13/03/2025

FCC Chairman Carr Launches Massive Deregulation Initiative

WASHINGTON FCC Chairman Brendan Carr announced that the agency has launched a massive, new deregulatory initiative that could potentially subject virtually all ...

13/03/2025

SDVI Integrates Rally With Spectra Vail

SUNNYVALE, Calif. SDVI has announced that it has integrated its Rally media supply chain management platform with the Spectra Vail multi-cloud data management s...

13/03/2025

FCC Approves Gray's Acquisition of KXLT

ATLANTA Gray Media has announced that the Federal Communications Commission (FCC) has granted a waiver of its local ownership rules to permit Gray Media to acqu...

13/03/2025

NAB Show 2025 Exhibitor Insight: Blackmagic Design

TV Tech: What do you anticipate will be the most significant technology trends at the 2025 NAB Show?...

13/03/2025

Watch Student Naomi Soleils Folk Pop Performance on The Voice

Watch Student Naomi Soleils Folk Pop Performance on The Voice The songwriting major sang Stars by Grace Potter and the Nocturnals during the blind auditions. ...

13/03/2025

Roku Debuts NWSL Zone' Within Roku Sports to Spotlight Live Games, Content

Roku Debuts NWSL Zone' Within Roku Sports to Spotlight Live Games, Content Feature marks Rokus first women's league-branded zone within service By Bra...

13/03/2025

Pixels, Images, Video, AI - and Us: A Perspective on AI from NDI Inventor Andrew Cross

Pixels, Images, Video, AI - and Us: A Perspective on AI from NDI Inventor Andrew...

13/03/2025

SVG New Sponsor Spotlight: Lighting Design Group's Steve Brill, Dennis Size on Completing Customizable Studios for All Clients

SVG New Sponsor Spotlight: Lighting Design Group's Steve Brill, Dennis Size ...

13/03/2025

IOC, Comcast NBCU Ink $3B Media-Rights Extension for Olympic Games Through 2036; Add Digital Projects, Initiatives

IOC, Comcast NBCU Ink $3B Media-Rights Extension for Olympic Games Through 2036;...

13/03/2025

NCAA March Madness Live Returns with Expanded Availability of MultiView Vertical Video Feed, Mascot Mode, and Popular Boss Button

NCAA March Madness Live Returns with Expanded Availability of MultiView Vertical...

13/03/2025

SVG Sit-Down: Cosm's Devin Poolman on What It Takes To Deliver the Immersive Experience for Daytona, The PLAYERS, and March Madness

SVG Sit-Down: Cosm's Devin Poolman on What It Takes To Deliver the Immersive...

13/03/2025

Sky Business Launches Cloud Voice A New Cloud Communication Solution for UK Businesses

Sky Business, Sky's B2B division, providing connectivity and content to busi...

13/03/2025

Rohde & Schwarz launches R&S NRP140TWG(N) thermal power sensor: A new benchmark for F band applications

Rohde & Schwarz launches R&S NRP140TWG(N) thermal power sensor: A new benchmark ...

13/03/2025

The ICG Marketing Survey 2025

We asked the questions, analysed the answers and now we're excited to share the results of the fifth edition of the ICG Marketing Survey. Our 2025 survey p...

13/03/2025

Harmonic Amps Up Video Streaming Efficiency with New Origin Capabilities

SAN JOSE, Calif. - March 13, 2025 Harmonic (NASDAQ: HLIT) today announced a breakthrough in video streaming innovation with the launch of new origin capabilitie...

13/03/2025

Haivision Showcases Mission-Critical Video Solutions at SOF Week 2025

Haivision Showcases Mission-Critical Video Solutions at SOF Week 2025 Haivision's video wall systems, ISR technology, and DoDIN APL-certified video distri...

13/03/2025

FOR-A America Theme Connecting the Present, Building the Future Comes to Life at NAB 2025 Exhibition

Company Leads the Way with New Software-Based Production Platform, 12G Switcher,...

13/03/2025

2025-03-13

A new Apple Immersive concert experience, Metallica, is coming to Apple Vision Pro this Friday, March 14. Filmed in Mexico City during the sold-out second-year ...

13/03/2025

Italia 90 Republic of Ireland Squad, Riverdance, Cian Ducrot & B*Witched on Friday's Late Late Show

Here is your host, Patrick Kielty! Shake your Shamrocks, Patrick Kielty will be...

13/03/2025

RT Celebrating all things Irish this St. Patrick's Weekend

This St. Patrick's weekend, RT invites you to celebrate all things Irish, showcasing the very best of Irish sport, entertainment and live coverage from the...

13/03/2025

GTC 2025 - Announcements and Live Updates

What's next in AI is at GTC 2025. Not only the technology, but the people and ideas that are pushing AI forward - creating new opportunities, novel solution...

13/03/2025

T-Mobile, Thales and SIMPL ease IoT deployments with a flexible and secure connectivity solution

Facebook Twitter LinkedIn By combining T-Mobile's robust network, Thal...

13/03/2025

Relive the Magic as GeForce NOW Brings More Blizzard Gaming to the Cloud

Bundle up - GeForce NOW is bringing a flurry of Blizzard titles to its ever-expanding library. Prepare to weather epic gameplay in the cloud, tackling the genr...

13/03/2025

Gaming Goodness: NVIDIA Reveals Latest Neural Rendering and AI Advancements Supercharging Game Development at GDC 2025

AI is leveling up the world's most beloved games, as the latest advancements...

13/03/2025

Drop It Like It's Mod: Breathing New Life Into Classic Games With AI in NVIDIA RTX Remix

PC game modding is massive, with over 5 billion mods downloaded annually. Mods p...

12/03/2025

Como o Impacto Cultural e Financeiro da Indstria Musical Define Seu Sucesso em 2025

O Spotify acaba de lan ar o relat rio Loud & Clear deste ano, uma vis o transpar...

12/03/2025

Cmo el impacto cultural y financiero de la industria musical define su xito en 2025

Spotify acaba de presentar el informe Loud & Clear de este a o, una mirada trans...

12/03/2025

Nourish Mind, Body, and Soul This Ramadan With Spotify

Ramadan, a period of profound spiritual significance for Muslims worldwide, is a time for fasting, prayer, reflection, and community. Enrich your experience thi...

12/03/2025

How the Music Industry's Cultural and Financial Impact Define Its Success in 2025

Spotify has just unveiled this year's Loud & Clear report, a transparent loo...

12/03/2025

FAST now transcends back catalog content

More than 70% of FAST programming has been produced since 2010, according to new Gracenote report NEW YORK March 12, 2025 Gracenote, the content data busin...

12/03/2025

Viamedia Adopts ShowSeeker Pilot To Streamline Ad Workflows

GEONA, Nev. Independent digital and linear advertising rep firm Viamedia will adopt cloud-based ShowSeeker Pilot as its primary ad campaign and order management...

12/03/2025

Mediagenix Appoints Wael Yasin as Sales Director Central Europe

BRUSSELS Mediagenix has announced that Wael Yasin has joined the company as sales director Central Europe....

12/03/2025

Omdia: Global Online Consumer Expenditure to Hit $6.6 Trillion by 2029

LONDON A new study highlights opportunities for shoppable TV and the massive impact online consumer spending is having on the economy, with Omdia predicting tha...

12/03/2025

Comcast Technology Solutions Upgrades to Interra Systems BATON Version 9

CUPERTINO, Calif. Interra Systems has announced that Comcast Technology Solutions has integrated recent updates to BATON Version 9 into its operations....

12/03/2025

Nevion announces new 400G addition to its eMerge SDN media fabric offering

Nevion announces new 400G addition to its eMerge SDN media fabric offering Brie Clayton March 12, 2025 0 Comments High-capacity switch enhances existi...

12/03/2025

DaVinci Resolve Studio Delivers Cinematic Sound for Adam Bol

DaVinci Resolve Studio Delivers Cinematic Sound for Adam Bol Brie Clayton March 12, 2025 0 Comments Feature film relies on DaVinci Resolve Studio for ...