VimpelCom (VIP) Announces 142.5M ADS Secondary Offering

September 12, 2016 6:12 AM EDT

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VimpelCom Ltd. (Nasdaq: VIP) announced the commencement of an offering by selling shareholder Telenor East Holding II AS ("Telenor") of 142,500,000 American Depositary Shares ("ADSs"), each representing one common share of the Company. Telenor intends to grant the underwriters an option to purchase up to 21,375,000 additional ADSs at the offering price, less underwriting discounts and commissions. The price for the offering has not yet been determined. Before pricing of the ADS offering, Telenor may also launch a 3-year bond exchangeable into VimpelCom ADSs in an aggregate principal amount of up to USD 1,000,000,000, with an exchange premium which could be up to 35 per cent. The exchangeable bond will be launched outside the United States to non-US persons, pursuant to Regulation S under the U.S. Securities Act.

VimpelCom will not receive any proceeds from the sale of the ADSs by Telenor, and Telenor's sale of the ADSs will not result in dilution of the Company's issued and outstanding shares.

Morgan Stanley and J.P. Morgan will act as joint global coordinators and joint bookrunners and Citigroup and Credit Suisse will act as joint bookrunners for the offering.

The offering will be made pursuant to the Company's shelf registration statement on Form F-3 initially filed with the Securities and Exchange Commission (the "SEC") on May 23, 2014, as amended and most recently declared effective on April 20, 2016 (the "Registration Statement"). The ADSs will be offered only by means of a prospectus and an accompanying prospectus supplement forming a part of the effective Registration Statement. Prospective investors should read the prospectus included in the Registration Statement, the preliminary prospectus supplement and other documents that the Company has filed with the SEC for more complete information about the Company and the offering. The Registration Statement, the preliminary prospectus supplement and the documents incorporated by reference therein are available on the SEC's website at: http://www.sec.gov.

When available, copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (866) 803-9204, email: prospectus-eq_fi@jpmchase.com; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (800) 831-9146; or Credit Suisse Securities (USA), LLC, Attn: Prospectus Department, One Madison Avenue, New York, NY 10010, Phone: (800) 221-1037, Email: newyork.prospectus@credit-suisse.com.



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