3Q22 Results and Portfolio Strategy
SUMMARY TERM SHEETS - 2023 NOTES (1/2)
Amendment to existing February 2023 and April 2023 Notes to extend
maturities by 8 months with a put right
VEON
5.95% Notes
due Feb-23
Principal
Outstanding
Maturity
Interest
Amendment
Consent Levels
Amendment Fee¹
•
USD 529m
Current Terms
No change
Amended Terms
13 February 2023
•
5.95%
Reserved Matters
•
N/A
•
N/A
Consent threshold: 100% in aggregate principal amount of
notes outstanding
Quorum requirement: 100%
13 October 2023
No change
No change to voting thresholds and quorum requirements
Beneficial owners of the Feb-23 Notes who are the target of applicable sanctions
laws or regulations that prohibit them from dealing with the 2023 Notes to be
excluded from counting in the consent and quorum thresholds (such beneficial
owners would be excluded from both the numerator and denominator)
200bps (represents 300bps on an annualized basis)
See details on following page
Put Right
Principal
Outstanding
•
USD 700m
Maturity
•
26 April 2023
•
7.25%
•
Reserved Matters
Interest
7.25% Notes
due Apr-23
Amendment
Consent Levels¹
Consent threshold: >50% of votes cast on a poll
Quorum requirement: ≥75% (or if at adjourned meeting,
≥50%)
Amendment Fee
•
N/A
Put Right
N/A
No changes to other terms of the 2023 Notes
1.
Payable on the amended maturity dates of the 2023 Notes on the 2023 Notes outstanding at that time
•
No change
27 December 2023
No change
No change to voting thresholds and quorum requirements
Beneficial owners of the Apr-23 who are the target of applicable sanctions laws
or regulations that prohibit them from dealing with the 2023 Notes to be
excluded from counting in the consent and quorum thresholds (such beneficial
owners would be excluded from both the numerator and denominator)
200bps (represents 300bps on an annualized basis)
See details on following page
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