Telenor completes its sell-down in VEON
Fornebu
8 minute read
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA, SPAIN OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.
Telenor ASA today announces that the underwriters have priced its offering of 90 million common shares of VEON Ltd. in the form of common shares and American Depositary Shares (ADSs) at a public offering price of USD 4.15 per ADS/share. The offering results in net proceeds to Telenor of USD 365 million (around NOK 2.9 billion), which will be included in Telenor's cash flow statement for the third quarter 2017.
The offering is expected to close on or about 25 September 2017. Today's transaction represents 5.1 per cent of VEON's total outstanding common shares, leaving Telenor with approximately 256.7 million VEON ADSs (14.6 per cent of VEON's total outstanding common shares). Telenor expects to transfer the balance of the remaining ADSs pursuant to Telenor's USD 1 billion, 3-year exchangeable bond due 2019.
"With this transaction, we have successfully completed our sell-down in VEON, executing on our strategy to simplify our business portfolio and drive value creation through our core operations. The dividends we have received from our shareholding in VEON have surpassed our total investments in the company. In addition, our divestment transactions have secured net proceeds of around USD 2 billion in total", says Jørgen C. Arentz Rostrup, Chief Financial Officer of Telenor Group.
Citigroup and Morgan Stanley have acted as joint global coordinators and joint bookrunners for the offering.
The offering of common shares and ADSs is being made pursuant to VEON'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 common shares and ADSs are being offered only by means of a prospectus and accompanying prospectus supplement forming a part of the effective Registration Statement. The common shares being registered include common shares that are to be offered outside the United States but that may be resold from time to time in the United States while the Registration Statement is required to be in effect or a prospectus is required to be delivered. Prospective investors should read the prospectus included in the Registration Statement, the preliminary prospectus supplement and other documents that VEON 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 final prospectus supplement may be obtained, when available, from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (800) 831-9146; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department
The distribution of this press release and the offer and sale of the ADSs and shares in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions. This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security in any jurisdiction where such offer or solicitation is unlawful. Neither this press release nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia, Japan, South Africa, Spain or any other state or jurisdiction in which such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, Japanese, South African, Spanish or other applicable securities laws.
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 common shares and ADSs are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such common shares and 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.
Investor Relations
Marianne Moe
Mobile: +47 9161 7631
marianne.moe@telenor.com
Helge Øien
Mobile: +47 9131 9242
helge.oien@telenor.com
Media Contact
Meera Bhatia
Mobile: +47 4684 4959
meera.bhatia@telenor.com
The offering is expected to close on or about 25 September 2017. Today's transaction represents 5.1 per cent of VEON's total outstanding common shares, leaving Telenor with approximately 256.7 million VEON ADSs (14.6 per cent of VEON's total outstanding common shares). Telenor expects to transfer the balance of the remaining ADSs pursuant to Telenor's USD 1 billion, 3-year exchangeable bond due 2019.
"With this transaction, we have successfully completed our sell-down in VEON, executing on our strategy to simplify our business portfolio and drive value creation through our core operations. The dividends we have received from our shareholding in VEON have surpassed our total investments in the company. In addition, our divestment transactions have secured net proceeds of around USD 2 billion in total", says Jørgen C. Arentz Rostrup, Chief Financial Officer of Telenor Group.
Citigroup and Morgan Stanley have acted as joint global coordinators and joint bookrunners for the offering.
The offering of common shares and ADSs is being made pursuant to VEON'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 common shares and ADSs are being offered only by means of a prospectus and accompanying prospectus supplement forming a part of the effective Registration Statement. The common shares being registered include common shares that are to be offered outside the United States but that may be resold from time to time in the United States while the Registration Statement is required to be in effect or a prospectus is required to be delivered. Prospective investors should read the prospectus included in the Registration Statement, the preliminary prospectus supplement and other documents that VEON 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 final prospectus supplement may be obtained, when available, from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-free: (800) 831-9146; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department
The distribution of this press release and the offer and sale of the ADSs and shares in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions. This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security in any jurisdiction where such offer or solicitation is unlawful. Neither this press release nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia, Japan, South Africa, Spain or any other state or jurisdiction in which such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, Japanese, South African, Spanish or other applicable securities laws.
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 common shares and ADSs are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such common shares and 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.
Investor Relations
Marianne Moe
Mobile: +47 9161 7631
marianne.moe@telenor.com
Helge Øien
Mobile: +47 9131 9242
helge.oien@telenor.com
Media Contact
Meera Bhatia
Mobile: +47 4684 4959
meera.bhatia@telenor.com