AMSTERDAM, July 3, 2018 /PRNewswire/ -- VEON Ltd. (NASDAQ: VEON, Euronext
Amsterdam: VEON), a leading provider of connectivity and internet services, announces two major transactions today. The Company
has entered into an agreement with CK Hutchison Holdings Ltd. ("CK Hutchison") for the sale of its 50% stake in Wind Tre. It has
also submitted an offer to acquire the assets of Global Telecom Holding S.A.E ("GTH") in Pakistan and Bangladesh.
The sale of VEON's equity stake in Wind Tre will bring in proceeds of EUR 2,450 million. A
fraction of these proceeds will be used by VEON to acquire the GTH assets. The remainder will be used to reduce debt which,
following completion of both transactions, will result in net pro-forma leverage ratio1 of approximately 1.8x,
significantly below our target ratio of 2.0x.
These transactions represent two critical steps towards our ambition to simplify the Group's structure and enhance shareholder
value.
"Our goal is to drive greater value for our shareholders through a more focused and optimized portfolio," said Ursula Burns, Executive Chairman of VEON. "To this end,
the company has identified four immediate priorities: simplifying the Group's structure, increasing our operational focus on
emerging markets, strengthening the Group's balance sheet and supporting the company's current dividend policy. Today's
transactions are important steps towards this goal."
"We intend to provide a more comprehensive update on VEON's strategy in the coming weeks, which will cover, among other
things, our ambition to deliver operational excellence across our portfolio, supported by a refocused and expert HQ that provides
strategic expertise and direction to our businesses."
Summary of Wind Tre transaction
VEON has entered into an agreement with CK Hutchison for the sale of its 50% stake in Wind Tre. On completion, VEON will
receive a total cash consideration for its equity stake of EUR 2,450 million (approximately
USD 2,867 million equivalent2) and CK Hutchison will take control of Wind Tre with VEON
fully exiting.
VEON expects to book a net gain of approximately USD 1,100 million
3 on completion and intends to use the proceeds to pay down debt and reduce its leverage ratio, supporting its current
dividend policy4, whilst pursuing other strategic initiatives.
On completion of the transaction, the Group's pro-forma net leverage ratio is expected to improve by approximately 0.7x,
bringing the pro-forma ratio down to approximately 1.7x.
The transaction is subject to EU merger control clearance and necessary Italian regulatory approvals.
Completion of the transaction is expected to occur in Q3 or early Q4 2018.
Summary of offer to acquire Pakistan and Bangladesh
assets from GTH
In addition to reducing VEON's debt level, a fraction of the sale proceeds of VEON's 50% stake in Wind Tre (approximately
USD 400 million) will be used to further the Group's ambitions of simplifying its corporate
structure and increasing focus on emerging markets.
Accordingly, on 2 July 2018 VEON has submitted an offer to Global Telecom Holding S.A.E. ("GTH")
to acquire GTH's businesses in Pakistan (Jazz and its associated operations) and Bangladesh (Banglalink) for a gross consideration of USD 2,550 million. These
assets are already fully consolidated in VEON's accounts. VEON will continue to hold its stake in Algeria (Djezzy) through GTH.
The consideration for the transaction is expected to be satisfied in part by VEON discharging and taking on debt, including
bonds, of the GTH group in an amount of approximately USD 1,600 million. The remainder of the
consideration, anticipated to be approximately USD 950 million, is expected to be paid in cash and
deferred consideration. As VEON owns 57.7% of GTH and thus consolidates its debt, the total of net cash outflow and deferred
consideration is expected to be approximately USD 400 million, resulting in only a minor impact of
approximately 0.1x on VEON's pro-forma net leverage ratio.
The transaction is subject to approval of GTH shareholders at an extraordinary general meeting and certain regulatory
approvals. Completion of the transaction is expected to occur in Q4 of 2018.
This transaction delivers on the immediate priorities outlined above.
Operating model and HQ function
As previously outlined, the Company is undertaking a comprehensive review of its corporate HQ structure and operating model to
deliver a simpler, lighter and more operationally efficient organization focused on bringing best-in-class services to customers
and delivering greater value for shareholders. VEON's HQ function is a center of expertise, driving key strategic initiatives
across the Group, while the development of local market strategies and day-to-day decision-making will be the responsibility of
VEON's operating companies. Our new operating model will enable VEON to focus on serving the needs of our customers across its
emerging market footprint while significantly improving the Company's overall cost efficiency.
About VEON
VEON is a NASDAQ and Euronext Amsterdam-listed global provider of connectivity and internet services, with an ambition to lead
the personal internet revolution for over 240 million customers it currently serves, and many others in the years to come. For
more information visit: http://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, the potential benefits of the transactions described
above, the use of proceeds, the receipt of cash consideration, completion timing, and the receipt of necessary shareholder and
regulatory approvals. The forward-looking statements included in this release are based on management's best assessment of VEON's
strategic and financial position and of future market conditions, trends and other potential developments. Forward-looking
statements involve risks and uncertainties, including, without limitation, the possibility that: all relevant closing conditions
may not be met; and the expected benefits of the transactions may not materialize as expected or at all. If such risks or
uncertainties materialize or such assumptions prove incorrect, actual results could differ materially from those express or
implied by such forward-looking statements or assumptions. Certain other factors that could cause actual results to differ
materially from those discussed in any forward-looking statements include the risk factors described in VEON's Annual Report on
Form 20-F for the year ended 31 December 2017 filed with the U.S. Securities and Exchange
Commission (the "SEC") and other public filings made by VEON with the SEC. 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 date or to reflect the occurrence of
unanticipated events. Furthermore, elements of this release contain, or may contain, "inside information" as defined under the
Market Abuse Regulation (EU) No. 596/2014.
1 Q1 2018 Net debt/LTM EBITDA
2 USD/EUR = 1.17
3 Based on book value at Q1 2018
4 VEON is committed to paying a sustainable and progressive dividend based on the evolution of the Company's equity
free cash flow
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SOURCE VEON Ltd.