VEON Gets Unanimous Support from Noteholders Voting in Consent Solicitation to Facilitate Indirect Listing of Kyivstar on Nasdaq

Rhea-AI Summary

VEON (Nasdaq: VEON) has successfully completed a bond consent solicitation process with unanimous support from voting noteholders. The process aims to substitute a new VEON subsidiary for VEON Holdings B.V. and modify terms of its U.S.$1,013,683,000 3.375% Senior Unsecured Notes due November 2027.

The extraordinary resolution passed with 100% approval from voters, representing 95.83% of the total principal amount. This development is a important milestone following VEON's announcement of a letter of intent with Cohen Circle to pursue a business combination for listing Kyivstar on Nasdaq.

Positive

• Unanimous approval (100%) from voting noteholders for the bond consent solicitation
• High participation rate with 95.83% of principal amount represented
• Progress towards potential Nasdaq listing of Kyivstar

Negative

• None.

Dubai and Amsterdam, 30 January 2025 – VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or the “Group”), today announces the successful completion of a bond consent solicitation process (the ”Consent Solicitation”) undertaken by VEON Holdings B.V. (the "Issuer"), with unanimous support from voting noteholders to substitute a new VEON subsidiary for the Issuer and to make certain other amendments to the terms and conditions of the Issuer’s U.S.$1,013,683,000 3.375 per cent. Senior Unsecured Notes due 25 November 2027 (ISIN: Reg S: XS2824764521/ Rule 144A: XS2824766146) (the "Notes").

Completion of the Consent Solicitation is an important milestone for VEON following the announcement the signing of a letter of intent (“LOI”) with Cohen Circle to enter into a business combination aimed at listing Kyivstar on the Nasdaq in the United States.

Earlier today, a meeting of the holders of the Notes was held in connection with the Consent Solicitation. With holders of 95.83% in principal amount of the Notes represented at the meeting, the extraordinary resolution in connection with the Consent Solicitation was passed with 100% of the total votes cast in favor.

"Successful completion of the consent solicitation is a further sign of investor support for VEON’s decision to pursue the potential indirect listing of Kyivstar on the Nasdaq. We are deeply grateful for the unanimous backing of participating bondholders as we work diligently towards the successful completion of this process," said Kaan Terzioglu, VEON Group CEO.

For the full announcement about the results of the noteholders’ meeting, please visit the VEON website: https://www.veon.com/investors/credit-investors

Advisors

Jefferies GMBH and ICBC Standard Bank Plc acted as Structuring and Solicitation Agents in connection with the Consent Solicitation. Kroll Issuer Services Limited acted as Tabulation Agent in connection with the Consent Solicitation.

About VEON
VEON is a digital operator that provides converged connectivity and digital services to nearly 160 million customers. Operating across six countries that are home to more than 7% of the world’s population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth. VEON is listed on NASDAQ. For more information visit: www.veon.com

Disclaimer 
This release contains “forward-looking statements”, as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts, and include statements relating to, among other things, VEON’s corporate strategy. Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON cannot predict with accuracy and some of which VEON might not even anticipate. The forward-looking statements contained in this release speak only as of the date of this release. VEON does not undertake to publicly update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events.  

Contact Information 

VEON  
Hande Asik 
Group Director of Communication 
pr@veon.com

FAQ

What was the outcome of VEON's bond consent solicitation for Kyivstar's Nasdaq listing?

VEON received unanimous support (100%) from voting noteholders, with 95.83% of principal amount represented, to substitute a new subsidiary and modify terms of its $1.01 billion Notes due 2027.

What is the value and interest rate of VEON's Senior Unsecured Notes affected by the consent solicitation?

The Notes have a value of U.S.$1,013,683,000 with a 3.375% interest rate, due on November 25, 2027.

What is the purpose of VEON's consent solicitation process?

The consent solicitation aims to facilitate the indirect listing of Kyivstar on Nasdaq through a business combination with Cohen Circle.

Who are the advisors for VEON's consent solicitation process?

Jefferies GMBH and ICBC Standard Bank Plc acted as Structuring and Solicitation Agents, while Kroll Issuer Services served as Tabulation Agent.