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THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED (“MAR”).

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

2 June 2026

 

VEON MidCo B.V. Announces Early Results of the Tender Offer

 

On 18 May 2026, VEON MidCo B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Company”), announced its invitation to the holders of its outstanding U.S.$1,013,973,000 3.375 per cent. Notes due 2027 issued by the Company and guaranteed by VEON Amsterdam B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Guarantor”) (Regulation S Global Note ISIN: XS2824764521, Rule 144A Global Note ISIN: XS2824766146) (the “Notes”) to tender such outstanding Notes for cash subject to the satisfaction or waiver of the New Financing Condition (as defined in the Tender Offer Memorandum (as defined below)) and the other conditions described in the tender offer memorandum dated 18 May 2026 (the “Tender Offer Memorandum”) prepared by the Company (such invitation, the “Tender Offer”). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

 

The Company hereby informs the Holders of the results of the Tender Offer as at the Early Tender Deadline as follows. Since the aggregate Early Tender Offer Purchase Price of the Notes validly tendered (and not withdrawn) prior to the Early Tender Deadline exceeds the Maximum Aggregate Purchase Price, the Company does not expect to accept any further tenders of Notes following the Early Tender Deadline.

 

This announcement is to be read together with the Tender Offer Memorandum. Holders should read carefully the Tender Offer Memorandum for full details of the Tender Offer, including information on the procedures for participating in the Tender Offer.

 

The Tender Offer is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

 

Description of the
Notes
  ISIN   Outstanding
Principal
Amount of
Notes as
at the date
of the
Tender Offer
Memorandum
  Early Tender
Offer Purchase
Price (per
U.S.$1,000 in
principal
amount of Notes
accepted for
purchase)
  Principal
Amount of
Notes validly
tendered
(and not
withdrawn)
as at the Early
Tender Deadline
  Principal
Amount of
Notes validly
accepted
  Maximum
Aggregate
Purchase Price
U.S.$1,013,973,000 3.375 per cent. Notes due 2027   Regulation S
Global Note ISIN
XS2824764521

Rule 144A Global
Note ISIN
XS2824766146
  U.S.$1,010,973,000   U.S.$987.50

(the “Early
Tender Offer
Purchase Price
”)
  U.S.$936,022,000   U.S.$886,075,000   Subject to
adjustment as set
out in the Tender
Offer
Memorandum,
U.S.$875,000,000
in aggregate
Purchase Price of the Notes
(excluding any
accrued and
unpaid interest)

 

 

 

According to information provided by the Information and Tender Agent, based on valid Tender Instructions received and not withdrawn as at the Withdrawal Time, U.S.$936,022,000 in aggregate principal amount of the Notes have been validly tendered as at the Early Tender Deadline pursuant to the Tender Offer. The Company intends to accept U.S.$886,075,000 in aggregate principal amount of such validly tendered Notes, subject to scaling at a Proration Factor of 0.922911. The aggregate Purchase Price for the Notes accepted for purchase at the Early Tender Deadline is U.S.$874,999,062.50.

 

The Company also confirms that, as at today’s date, the New Financing Condition has been satisfied.

 

Holders of the Notes validly tendered (and not withdrawn) prior to the Early Tender Deadline and accepted for purchase will be eligible to receive the Early Tender Offer Purchase Price, together with the Accrued Interest Amount in respect of such Notes, on the Early Settlement Date (expected to be on or around 4 June 2026).

 

The Expiration Deadline for the Tender Offer is 16 June 2026. However, as set out above, the Company does not expect to accept any further tenders of Notes following the Early Tender Deadline.

 

Further Information

 

All documentation relating to the Tender Offer and any updates will be available via the Tender Offer Website: https://debtxportal.issuerservices.citigroup.com.

 

A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Questions and requests for assistance in connection with the: (i) Tender Offer may be directed to the Dealer Managers; and (ii) delivery of the Tender Instruction may be directed to the Information and Tender Agent, in each case, at their respective addresses and telephone numbers set out below. Additional copies of the Tender Offer Memorandum and other related materials may be obtained from the Information and Tender Agent at its address and telephone numbers as set out below. Beneficial owners may also contact their brokers, dealers, custodian banks, depositories, trust companies or other nominees through which they hold the Notes with questions and requests for assistance.

 

Before making a decision with respect to the Tender Offer, Holders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the information contained in the section entitled “Risk Factors and Other Important Information”.

 

This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Anand Ramachandran, Chief Corporate Development Officer of the Company.

  

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Contact Information

 

Dealer Managers

 

Barclays Bank Ireland PLC

 

‎One Molesworth Street‎

Dublin 2

Ireland D02 RF29

 

Telephone (in Europe): +44 20 3134 8515
Telephone (in United States) – toll-free: +1 800 438 3242
Telephone (in United States) – collect: +1 212 528 7581
Email: eu.lm@barclays.com
Attention: Liability Management Group

 

Citigroup Global Markets Europe AG

 

Börsenplatz 9

60313 Frankfurt am Main

Germany

 

Telephone (in Europe): +44 20 7986 8969
Telephone (in United States) – toll-free: +1 800 558 3745
Telephone (in United States) – collect: +1 212 723 6106
Email: liabilitymanagement.europe@citi.com
Attention: Liability Management Group

 

Information and Tender Agent

 

Citibank, N.A., London Branch

 

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Telephone: +44 20 7508 3867
Email: citiexchanges@citi.com
Attention: Exchanges Team

 

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, such Holder is recommended to immediately seek its own financial advice, including tax advice relating to the consequences resulting from the Tender Offer, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer. None of the Company, the Dealer Managers or the Information and Tender Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Holder or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and, accordingly, none of the Company, the Dealer Managers or the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether Holders should tender their Notes for purchase pursuant to the Tender Offer.

 

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OFFER AND DISTRIBUTION RESTRICTIONS

 

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. In certain jurisdictions, the distribution of this announcement and/or the Tender Offer Memorandum may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

 

General

 

Neither this announcement nor the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy any securities or the solicitation of a Tender Instruction in any jurisdiction in which such offer or solicitation is unlawful, and Tender Instructions by Holders originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected. In those jurisdictions where the securities laws, “blue sky” laws or other applicable laws require the Tender Offer to be made by a licensed broker or dealer and any Dealer Manager or any of its respective affiliates is such a licensed broker or dealer in such jurisdiction, the Tender Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdiction and the Tender Offer is not made in any such jurisdiction where either a Dealer Manager or any of its affiliates is not licensed. Neither the delivery of this announcement or the Tender Offer Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof, or that the information herein or in the Tender Offer Memorandum is correct as of any time subsequent to the date hereof or thereof.

 

Each Holder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to below, and generally, on submission of a Tender Instruction in the Tender Offer. Any submission of a Tender Instruction pursuant to the Tender Offer from a Holder that is unable to make these representations may be rejected. Each of the Company, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any Tender Instruction, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender may be rejected.

 

United Kingdom

 

This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer (including memoranda, information circulars, brochures or similar documents) have not been approved by an authorised person in the United Kingdom for the purposes of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials relating to the Tender Offer are not being distributed to, and must not be passed onto, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (as amended) (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (such persons together being the “relevant persons”). This announcement and the Tender Offer Memorandum are only available to relevant persons and the transactions contemplated herein will be available only to, and engaged in only with, relevant persons. This announcement and the Tender Offer Memorandum must not be relied or acted upon by persons other than relevant persons.

 

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No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply.

 

France

 

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”) other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). Neither this announcement nor the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Tender Offer. This announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

 

Italy

 

None of the Tender Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.

 

The Tender Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

 

Holders or beneficial owners of the Notes may tender some or all of their Notes pursuant to the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

 

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.

 

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