AMSTERDAM, March 26, 2019 /PRNewswire/ -- VEON Ltd.
(NASDAQ: VEON, Euronext Amsterdam: VEON) - VEON Ltd. ("VEON" or the "Company") today announced that Telenor East Holding II AS
("Telenor") is offering for sale an aggregate of 85,000,000 common shares in the form of American Depositary Shares1
("ADSs") listed on the NASDAQ Global Select Market. This offering, which represents 4.9 per cent of VEON's total
outstanding equity, follows prior offerings by Telenor in September 2016, April 2017 and September 2017. Telenor currently owns approximately 257 million ADSs, which represent
approximately 14.6 per cent of VEON's total outstanding equity. Following the completion of the offering, Telenor is
expected to hold 9.8 per cent of VEON's total outstanding equity. The public offering price for the offering has not yet been
determined.
VEON is not offering any new ADSs in today's transaction and will not receive any proceeds from the sale of ADSs by Telenor.
Telenor's sale of ADSs in today's transaction will not result in any dilution of the Company's issued and outstanding common
shares.
Citigroup and J.P. Morgan will act as joint global coordinators and 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 U.S.
Securities and Exchange Commission (the "SEC") on 23 May 2014, as amended (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 Citigroup
Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717, toll-free: (800) 831-9146; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, toll-free: (866) 803-9204.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale
of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or other jurisdiction.
ABOUT VEON
VEON is a NASDAQ and Euronext Amsterdam-listed global provider of connectivity and internet services. For more information
visit http:// www.veon.com
For readers in the European Economic Area:
In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and directed at
qualified investors in that Member State within the meaning of the Prospectus Directive. The term "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member
State), together with any relevant implementing measure in the relevant Member State.
For readers in the United Kingdom:
This communication is being directed only at (i) persons who are outside the United Kingdom
or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article
49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it
may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The ADSs are
only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged
in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its
contents.
DISCLAIMER
This press 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. The words "expect," "will," and
similar words are intended to identify estimates and forward-looking statements. Forward-looking statements are not historical
facts, and include statements relating to, among other things, the completion of the transaction described above. The
forward-looking statements included in this press 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 risk that the transaction described above will not be completed. If
such risks or uncertainties materialize or such assumptions prove incorrect, actual results could differ materially from those
expressed 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 2018 and other public filings made by VEON with
the SEC. The forward-looking statements included in this press release are made only as of the date hereof, and VEON disclaims
any obligation to update them or to announce publicly any revision to any of the forward-looking statements contained in this
press release, or to make corrections to reflect future events or developments. Furthermore, this press release contains, or may
contain, "inside information" as defined under the Market Abuse Regulation (EU) No. 596/2014.
1 Each ADS represents one common share of the Company.
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SOURCE VEON Ltd.