VEON announces two major transactions and sets immediate strategic priorities

Via Veon

Jul 3, 2018

Agreement for the sale of 50% stake in Wind Tre to CK Hutchison

Offer to acquire GTH assets in Pakistan and Bangladesh

Combined transactions refocus VEON’s portfolio and deliver significant leverage reduction on completion

Amsterdam, 3 July 2018 - 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 ratio (1) 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 equivalent (2) ) 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 policy (4) , 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.

(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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