VimpelCom Holdings B.V. Announces Intent To Raise Financing In The International Bond Markets

AMSTERDAM, Feb. 6, 2013 /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 USD and RUB notes in the international bond markets.  VimpelCom Holdings intends to use the net proceeds from the issuance of the notes for repaying existing indebtedness of VimpelCom Holdings' subsidiary OJSC "Vimpel-Communications" and other general corporate purposes.  The notes will be guaranteed by OJSC "Vimpel-Communications."  The terms of the notes, including the aggregate principal amount, interest rate and maturity date, have yet to be determined. 

Barclays Bank PLC, Citigroup Global Markets Limited, 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 any 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 communication 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 (as amended) of the United Kingdom (the "FSMA"). To the extent that this communication does constitute an inducement to engage in any investment activity included within this communication, it is directed only at qualified investors (within the meaning of Article 2(1)(e) of EU Directive 2003/71/EC (such Directive, as amended, and together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive")) who are either (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the "Financial Promotion Order"); (iii) persons who fall within articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order; or (iv) any other persons to whom this announcement for the purposes of section 21 of FSMA can otherwise lawfully be made (all such persons together being referred to as "relevant persons"), and must not be acted on or relied upon by persons other than relevant persons. Any invitation or inducement to engage in any investment activity included within this communication is available only to relevant persons and will be engaged in only with relevant persons. Anyone other than a relevant person must not rely on this communication. This communication is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus will be prepared and made available to the public in accordance with the Prospectus Directive if any securities are issued.  Investors should not subscribe for or purchase any securities referred to in this communication except on the basis of the information contained in the prospectus relating to the securities.

In member states of the European Economic Area, this announcement is directed only at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors").

This communication is not for release, publication or distribution in whole or in part in the Russian Federation, except as permitted by Russian law. This communication 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 any securities in Russia to any person. This communication is not intended to be and must not be distributed publicly and/or to, or for the benefit of, persons who are not "qualified investors" (in the meaning of the Russian securities laws) in Russia. The securities referred to herein have not been and will not be registered in Russia or admitted to public placement and/or public circulation in Russia. The securities referred to herein are not intended for "placement" or "circulation" in Russia.

Disclaimer
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 Ltd.'s Annual Report on Form 20-F for the year ended December 31, 2011, and other public filings made by VimpelCom Ltd. 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 the Company 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.

About VimpelCom Holdings B.V.
VimpelCom Holdings is a holding company for telecommunications services operators, providing voice and data services through a range of broadband mobile and fixed technologies. The group includes companies operating in Russia, Ukraine, Kazakhstan, Uzbekistan, Armenia, Tajikistan, Georgia, Kyrgyzstan, the Kingdom of Cambodia and Laos. The operations of these companies cover a territory with a total population of approximately 271 million. The group is part of a larger group of companies consisting of VimpelCom Ltd. and its subsidiaries. VimpelCom Holdings provides services under the "Beeline", "Kyivstar", "djuice" brands. As of September 30, 2012 VimpelCom had 106 million mobile subscribers.