Updates

2012

Monday 24 December 2012: Altimo notified VimpelCom Ltd. that they on 16 April 2013 intend to convert 128,532,000 Convertible Preferred Shares owned by Altimo into Common Shares at a ratio of one Convertible Preferred Share for one Common Share. As a result their economic stake will increase from 52.7 per cent to 56.2 per cent. The voting stake of 47.9 per cent will not change. VimpelCom Ltd. will receive approximately USD 1.4 billion for the conversion.

See the full press release from VimpelCom Ltd.

Friday 21 December 2012: The Shareholders in VimpelCom elected a new Supervisory Board at the Annual General Meeting of Shareholders in Amsterdam.

The nine members of the Supervisory Board are: Jon Fredrik Baksaas, Andrei Baranov, Mikhail Fridman, Kjell Morten Johnsen, Alexey Reznikovich, Ole Bjorn Sjulstad, Sergei Tesliuk and independent directors: Dr. Hans-Peter Kohlhammer and Leonid Novoselsky.

The Board elected Alexey Reznikovich as their Chairman.

See the full press release from VimpelCom Ltd.

Telenor also made the following statement at the AGM:

“As a long-term strategic investor in VimpelCom Ltd., the Telenor Group expects VimpelCom Ltd. to follow international anti-corruption legislation and secure adherence through internal  implementation, as well as contribute to transparency by making public the identity of business partners and co-investors. Further the Telenor Group encourages VimpelCom Ltd. to respect human rights, as set out in the UN Guiding Principles for Business and Human Rights and the OECD Guidelines for Multinational Enterprises. The Telenor Group suggests that VimpelCom Ltd. participates in the UN Global Compact and reports annually through the Communication of Progress, as well as report according to the Global Reporting Initiative.”

VimpelCom responded by confirming that it has, and will continue to, abide by international anti-corruption laws and conduct its business in a transparent manner. VimpelCom also reaffirmed its commitment to protecting human rights and welcomed continuing a dialogue with Telenor on this topic.

Monday 17 December 2012: The Supervisory Board of VimpelCom Ltd. decided on the full dividends for 2011 and an interim dividend payment for 2012, totaling USD   Telenor’s part totals 464 mill USD – approx. 2.6 billion NOK.

See the full press release from VimpelCom Ltd.

Friday 29 November 2012: The Moscow Arbitrazh (business) Court cancels the FAS lawsuit and all injunctions connected to it.

Wednesday 28 November 2012: The Russian Commission on Foreign Investments say they approve all of the VimpelCom Ltd shares transactions done by Telenor.

See media coverage in RiaNovosti.

Tuesday 27 November: The Moscow Arbitrazh (Business) Court postpones the hearing until Friday 30 November. No reason is given.

Friday 23 November 2012:  FAS publishes press release, saying they have decided to withdraw its lawsuit against Telenor on VimpelCom.

Monday 19 November: Candidates for the new Board of Directors are announced – see the press release from VimpelCom Ltd.

Monday 12 November 2012: Russian court of appeal keeps injunctions on VimpelCom in force after reviewing an appeal from Telenor.

Friday 9 November 2012: VimpelCom Ltd. sets 21 December as date for its Annual General meeting.

See press release from VimpelCom Ltd.

Tuesday 30 October 2012: Altimo announces through an SEC filing that they have agreed to boost its stake in VimpelCom Ltd. to 47.85 per cent by acquiring the six per cent stake held by Bertofan.

Friday 19 October 2012: Telenor asks Bermuda Court to force VimpelCom to register its Wind share purchase.

Wednesday 17 October 2012: Moscow Arbitrazh (Business) Court sets 27 November as new date for hearing the case brought by FAS.

Wednesday 3 October 2012: Media reported that the FAS expressed support to the Telenor parity proposal and proposed to postpone the 17 October court hearing in Moscow.

See e.g. Reuters

Monday 1 October 2012:  VimpelCom Ltd issued a press release stating that its Nominating and Corporate Governance Committee had decided to delay the registration of the requested transfer of 71,000,000 convertible preferred shares from Weather Investments to Telenor until the order issued by the Moscow Arbitration Court prohibiting such transfer ceases to have effect.

See the full press release

Monday 1 October 2012:  Telenor announced that it had honoured its obligation to take delivery of 71,000,000 VimpelCom Ltd. preferred shares from Weather Investments for USD 113,600,000 in connection with Weather’s 15 August exercise of its put option covering such shares. Telenor now owns 42.95 % of VimpelCom Ltd.’s voting shares. At the same time Telenor proposed  that Altimo and Telenor offer to buy the preferred shares held by Bertofan Investments Limited for a full and fair price, and in such proportions as will secure equal ownership positions for Altimo and Telenor after such transaction.

See the full press release

On Monday 24 September the Moscow Arbitrazh (Business) Court turned down Telenor’s appeal to lift the injunction imposed on 25 April, which purports to bar Telenor and Weather from exercising any rights under the option agreement they had entered into on 15 February 2012.
The 25 April injunction also purports to prohibit VimpelCom Ltd. from voting their shares at the Annual General Meeting of shareholders in OJSC VimpelCom, and Telenor and Weather from changing the composition of the VimpelCom Ltd. Supervisory Board.

On Friday 14 September, the Russian Bailiff came to the office of Telenor Russia accompanied with 15 masked and armed policemen to deliver a notice regarding Telenor’s Norwegian company Telenor East Holding II AS, which is the company that holds Telenor’s shares in VimpelCom Ltd.
The notice was simply a request for further information regarding exercise of the options under the option agreement between Telenor and Weather/Naguib Sawiris. Telenor was given until the end of September to respond. Telenor strongly resented the highly unnecessary use of armed police.

16 August 2012: Telenor issued a stock exchange notice to the Oslo Stock Exchange notifying that Weather/Sawiris was exercising its option to sell 71 million VimpelCom preferred shares to Telenor for a price of USD 113,600,000. After completion of the transaction, Telenor’s voting stake would increase to 42.95 per cent.

See the stock Exchange notice in full here

15 August 2012: Altimo announced that they had acquired 305 million common shares from Weather/Sawiris, thereby increasing their voting stake to 40.5 per cent. When the shares Telenor consider to be parked with Bertofan are counted in, Altimo controls 46.5 percent of the voting rights.

See the full press release from Altimo

31 July 2012: FAS announced during a press conference in Moscow that they were working on a proposal aimed at solving the dispute out of court, a proposal they said would be communicated to Telenor within a couple of weeks.

13 June 2012: Telenor commences action in Bermuda seeking declaratory judgment on Altimo’s mandatory tender offer allegation

The full press release from Telenor

5 June 2012: VimpelCom issued a press release announcing a 6-K filing with the SEC, titled “Altimo Claims Telenor and Weather II Violated VimpelCom Bye-laws”

See the release and link to the filing here

Telenor was quoted in the press saying: As publicised by VimpelCom Ltd, Altimo claims in a letter to VimpelCom Ltd. that Telenor and Weather II are a “group”, and suggests that Telenor and Weather II might have a theoretical obligation to make a mandatory tender offer for VimpelCom Ltd.’s shares under US regulation and the company’s bye-laws.  This claim is patently false. Telenor and Weather II are not a group, and have no such obligation.

25 May 2012: Russian Court Issues New Injunction Order with Expanded Restrictions on VimpelCom

The full press release from VimpelCom Ltd.

25 April 2012: Russian Court Issues Injunction Order with Only Limited Restrictions on VimpelCom

The full press release from VimpelCom Ltd.

19 April 2012: Russian Federal Antimonopoly Service Files Claim against Telenor in Russia.

Telenor has learned that the Federal Antimonopoly Service of the Russian Federation (FAS) filed a claim in the Moscow Arbitrazh Court, the principal commercial court in Moscow, against Telenor East Holding II AS and Weather Investments II S.à.r.l. The companies OJSC VimpelCom, OOO Altimo, VimpelCom Ltd., VimpelCom Holdings B.V. and Altimo Cooperatief U.A. are named in the claim as interested third parties.

See the full press release from Telenor

15 February 2012: Telenor issued a press release announcing that Telenor had acquired 234 million preferred shares from Weather and had withdrawn the arbitration claim. The purchase price was US$374,400,000, and increased Telenor’s voting share in VimpelCom Ltd. to 36.36 %, subject to adjustment arising under certain put and call arrangements. Weather is the investment vehicle through which Mr. Naguib Sawiris and his family hold their interests in VimpelCom Ltd. (“VimpelCom”). See the full press release from Telenor

4 January 2012: On Wednesday 4 January 2012 Forrielite Limited filed with the SEC an amendment to their previous 13D filing of 13 June 2011, announcing that on 30 December 2011 they had sold and transferred their 123,600,000 shares of VimpelCom preferred stock to Bertofan Investments Limited, a limited liability company organized under the laws of the Republic of Cyprus for $111m.
See the complete filing

2011

31 Oct 2011: Telenor filed an amendment to its existing arbitration claim, stating that it believes Altimo’s purported sale of VimpelCom shares is an illicit stock parking transaction that violates the Shareholders Agreement and that it does not trigger a termination of the Shareholders Agreement.
See the filing from Telenor East Holding II AS with the SEC of the amendment

6 June 2011: Altimo announced that they had agreed to sell 6 per cent of their VimpelCom preference shares to Forrielite, a Cyprus based company owned by Oleg Kiselev, presently Deputy CEO of RUSNANO.

Press release from Altimo:
Altimo Sells 6% preference share stake in VimpelCom Ltd.

17 May 2011: VimpelCom announced additional senior management appointments in VimpelCom Ltd.

Press release from VimpelCom:
VimpelCom Ltd. announces senior management appointments

16 May 2011: VimpelCom announced the appointment of Jo Lunder as new Chief Executive Officer after Alexander Izosimov, who resigns. Augie Fabela replaces Jo Lunder as Chairman. VimpelCom also announced new Directors to be elected. Kjell Morten Johnsen replaces Jon Fredrik Baksaas.

Press release from VimpelCom:
VimpelCom announces appointment of Jo Lunder as new Chief Executive Officer and announces Directors proposed for election at upcoming annual meeting

15 April 2011: Altimo announces that they intend to trigger the termination of the current Shareholders Agreement with Telenor.

Press release from Altimo:
Altimo Seeks Standard Corporate Governance Arrangements for VimpelCom Ltd.

15 April 2011: VimpelCom completes combination with Wind Telecom.
Press release from VimpelCom:
VimpelCom completes combination with Wind Telecom

17 March 2011: VimpelCom receives key regulatory approvals.

Press release from VimpelCom:
VimpelCom receives key regulatory approvals for combination with Wind Telecom S.p.A.

17 March 2011: VimpelCom shareholders approve combination with Wind Telecom.

Press release from VimpelCom:
VimpelCom shareholders approve combination with Wind Telecom S.p.A.

Press release from Telenor:
Telenor remains committed to VimpelCom Ltd. following vote in Special General Meeting

2 March 2011: Leading independent proxy firm recommends that shareholders vote against Wind Telecom transaction.

Leading independent proxy firm recommends that shareholders vote against Wind Telecom transaction

1 March 2011: VimpelCom, Altimo, Telenor and Weather Give Undertakings to the Court in Substitute for an Injunction.

Press release from Telenor:
VimpelCom, Altimo, Telenor and Weather Give Undertakings to the Court in Substitute for an Injunction

7 February 2011: Telenor Seeks Injunction in London.

Press release from Telenor:
Telenor Seeks Injunction to Protect its Pre-emptive Rights in the Wind Telecom Transaction

28 January 2011: Telenor commences arbitration against VimpelCom and Altimo to preserve Telenor’s pre-emptive rights in the Wind Telecom transaction.

Press release from Telenor:
Telenor Commences Arbitration against VimpelCom and Altimo to Preserve Telenor’s Pre-emptive Rights in the Wind Telecom Transaction (of 31 January 2011)

Press release from VimpelCom:
VimpelCom receives notice of arbitration from Telenor (VimpelCom’s web site)

17 January 2011: The Board of VimpelCom Ltd. approves the transaction but claims it is a related party transaction, depriving Telenor of its pre-emptive rights.

Press release from VimpelCom:
Telenor Says VimpelCom Acquisition of Wind Telecom Makes No Sense, Will Harm VimpelCom Minority Shareholders

2010

21 December 2010: The Board of VimpelCom Ltd. approves the transaction by a majority of six out of nine but asks for a renegotiated proposal.

Press release from VimpelCom:
VimpelCom supervisory board approves non-shareholder related aspects of combination with weather investments; Telenor states opposition as a shareholder (VimpelCom’s web site)

20 December 2010: Telenor notifies of opposition to the proposed transaction from financial and strategic reasons.

Press release from Telenor:
Telenor Does Not Support Proposed VimpelCom Acquisition of Weather Investments

Press release from VimpelCom:
Telenor, as a shareholder, opposes combination with weather investments (VimpelCom’s web site)

22 November 2010: Weather/Wind Telecom divests of its Tunisian asset – no longer making part of the proposed VimpelCom transaction.

Press release from VimpelCom:
Weather and VimpelCom Support Divestment of Orascom Telecom’s Tunisian Operations (VimpelCom’s web site)

15 November 2010:

Press release from VimpelCom:
VimpelCom announces payment of an interim dividend (VimpelCom’s web site)

19 October 2010:

Press release from VimpelCom:
Ukrainian anti-monopoly committee confirmed its prior approval of VimpelCom-Kyivstar transaction (VimpelCom’s web site)

4 October 2010: VimpelCom announces plan to combine with Weather (later renamed Wind).

Press release from VimpelCom:
VimpelCom Combines with Weather to Create New Global Telecom Group (VimpelCom’s web site)

21 April 2010:

Press release from Telenor:
VimpelCom Ltd. Successfully Completes Exchange Offer for OJSC VimpelCom Shares and American Depositary Shares

19 April 2010: Stock exchange notification:
Arrest of OJSC VimpelCom shares lifted (on newsweb.no)

16 April 2010:

Press release from Telenor:
Farimex Withdraws Claim Against Telenor and Tyumen Court Cancels Omsk Ruling and Terminates All Proceedings

16 April 2010:

Press release from Telenor:
VimpelCom Ltd. Announces Results of U.S. Exchange Offer

24 March 2010:

Press release from Telenor:
The Federal Arbitrazh (Business) Court of the West Siberian District Again Postpones Hearing of Telenor’s Appeal in Farimex Case

18 March 2010:

Press release from Telenor:
Combination of Kyivstar and OJSC VimpelCom cleared in Ukraine

9 February 2010:

Press release from VimpelCom:
OJSC VimpelCom board recommends exchange offer by VimpelCom Ltd. (VimpelCom’s web site)

3 February 2010:

Press release from Telenor:
Russian Government Approves Telenor/Altimo Deal

2009

30 November 2001:

Press release from Telenor:
CEO, chairman of the board and independent directors selected for VimpelCom Ltd.

5 October 2009:

Press release from Telenor:
Telenor and Altimo to create a leading emerging markets mobile operator

5 October 2009:
Telenor and Altimo to combine interests in VimpleCom and Kyivstar (Presentation)

Previous years

Historical background on Telenor Group’s presence in Russia and Ukraine