Telenor announces pricing of its offering of VimpelCom ADSs

Fornebu, Sept. 16 (NsNewsWire) —  Telenor ASA Friday announced that the underwriters have priced its offering of 142,500,000 VimpelCom Ltd. American Depositary Shares (ADSs) in the United States at a public offering price of USD 3.50 per ADS, resulting in net proceeds to Telenor of USD 486,281,250.

Telenor has also granted the underwriters a 30-day option from today to purchase up to 21,375,000 additional ADSs at the public offering price, less underwriting discounts and commissions. The offering is expected to close on or about 21 September 2016.  In addition, in a transaction outside the United States to non-US persons pursuant to Regulation S under the U.S. Securities Act, Telenor has priced a USD 1,000,000,000, 0.25 per cent 3-year bond that will be exchangeable under certain conditions for up to a total of 204,081,633 ADSs (subject to adjustment) at an exchange price representing a premium of 40 per cent to the public offering price of the ADSs.  The bond is expected to be issued on or about 21 September 2016.

The transactions follow Telenor’s previous announcements, including the announcement on 5 October 2015, of its intention to divest its stake in VimpelCom.  VimpelCom is listed on NASDAQ in the United States under the ticker “VIP”.

Morgan Stanley and J.P. Morgan are acting as joint global coordinators and joint bookrunners and Citigroup and Credit Suisse are acting as joint bookrunners.

The offering is being made pursuant to VimpelCom’s shelf registration statement on Form F-3 initially filed with the Securities and Exchange Commission (SEC) on 23 May 2014, as amended and most recently declared effective on 20 April 2016 (the “Registration Statement”). The ADSs will be offered only by means of a prospectus and 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 VimpelCom has filed with the SEC for more information.  The Registration Statement, the preliminary prospectus supplement and the documents incorporated by reference therein are available at the SEC’s website at www.sec.gov.

Alternatively, a copy of the prospectus and related preliminary prospectus supplement 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.
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.

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.