VimpelCom Holdings B.V. Announces Intent to Raise Financing in the International Bond Markets

AMSTERDAM, June 22, 2011 /PRNewswire/ --

VimpelCom Holdings B.V. ("VimpelCom Holdings"), an indirect wholly owned subsidiary of VimpelCom Ltd. ("VimpelCom" or the "Company"), announced its intention to raise, subject to market and other conditions, debt financing by the issuance of notes in the international bond markets.  VimpelCom Holdings intends to use the net proceeds from the issuance to provide funds to its direct parent, VimpelCom Amsterdam B.V., to repay any outstanding amounts under VimpelCom Amsterdam B.V.'s loan from a group of international banks (including Barclays Capital, BNP Paribas, Citibank, N.A., London Branch, ING Bank NV, HSBC Bank plc and The Royal Bank of Scotland plc) in a principal amount of up to US$2.5 billion due March 31, 2012 ($2.2 billion of which was drawn down).  This loan funded VimpelCom Ltd.'s acquisition of Wind Telecom S.p.A. and refinancing of debt held at certain Wind Telecom companies.  Any net proceeds from the issuance of the notes in excess of the amounts to be applied for such repayment will be used for general corporate purposes.  The notes are guaranteed by VimpelCom Holdings' subsidiary OJSC "Vimpel-Communications".  The terms of the guaranteed notes, including the aggregate principal amount, interest rate and maturity date, have yet to be determined. 

Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, HSBC Bank plc, ING Bank N.V. and The Royal Bank of Scotland plc will act as lead managers for the financing.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes in the United States or any other jurisdiction, nor shall there be any sale of the notes in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.  The notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. (For these purposes, "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.)

This press release is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA"). To the extent that this press release does constitute an inducement to engage in any investment activity, it is directed solely at persons who (i) are outside the United Kingdom or (ii) are investment professionals within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order") or (iii) are persons falling within article 49(2)(a) to (e) of the Financial Promotion Order or (iv) is a person to whom such communication may otherwise lawfully be made in accordance with the Financial Services and Markets Act 2000 and the Financial Promotion Order (all such persons together being referred to as "relevant persons").  This communication must not be acted on or relied on by persons who are not relevant persons.  Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

This press release is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement or offering of the notes in Russia within the meaning of Russian securities laws and must not be distributed in Russia. The notes have not been and will not be registered in Russia or admitted to placement and/or circulation in Russia. The notes are not intended for "offering", "placement" or "circulation" in Russia (each as defined in Russian securities laws).

This press release contains "forward-looking statements," as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate to the Company's intention to consummate the proposed transaction described above and are based on Management's best assessment of the Company's strategic and financial position and of future market conditions and opportunities. Forward-looking statements involve inherent risks, uncertainties and assumptions, including, without limitation, the risk that the transaction discussed above will 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 and assumptions. Certain other risks that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in VimpelCom's proxy statement furnished to the U.S. Securities and Exchange Commission (the "SEC") under cover of Form 6-K on February 15, 2011, VimpelCom's registration statement on Form F-4 filed with the SEC, OJSC "Vimpel-Communications" public filings with the SEC, including its Annual Report on Form 20-F for the year ended December 31, 2009, and other public filings made by VimpelCom with the SEC, which risk factors are incorporated herein by reference. The forward-looking statements contained in this announcement are made as of the date hereof, and VimpelCom expressly disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this announcement.

FSA/ICMA stabilisation.