VimpelCom Prices US$1.5 Billion of Debt Financing in the International Bond Markets
MOSCOW, January 27, 2011 /PRNewswire/ --
Open Joint Stock Company "Vimpel-Communications" ("VimpelCom" or the "Company"), today announced that it has priced US$1.5 billion in debt financing, split between 5-year and 10-year tranches, through loan participation notes to be issued in the international bond markets. The 5-year US$0.5 billion issue will bear an annual interest rate of 6.493% and will be due in February 2016. The 10-year US$1.0 billion issue will bear an annual interest rate of 7.748% and will be due in February 2021.
Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited and the Royal Bank of Scotland plc acted as lead managers for the financing. Application has been made to list the issue on the Irish Stock Exchange.
The Company intends to use the net proceeds from the issuance for its general corporate purposes or to lend all or a portion of the net proceeds to VimpelCom Ltd. or one of its wholly owned subsidiaries to use for its general corporate purposes, which may include (i) funding a portion of the cash consideration to be paid in connection with VimpelCom Ltd.'s acquisition of Wind Telecom S.p.A. ("Wind Telecom") or (ii) following the closing of the acquisition of Wind Telecom, refinancing by direct or indirect intercompany loan a portion of the indebtedness associated with the Wind Telecom group.
The Notes are rated "BB+" by Standard & Poor's Rating Services which placed the rating on negative credit watch and "Ba2" by Moody's Investors Service which placed the rating on review for possible downgrade.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. Similar ratings on different types of notes do not necessarily mean the same thing. The significance of each rating should be analyzed independently from any other rating.
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. These discussions involve risks and uncertainties. The actual outcome may differ materially from these statements as a result of unforeseen developments from competition, governmental regulations of the telecommunications industry, general political uncertainties in Russia and the Commonwealth of Independent States ("CIS") and general economic developments in Russia and the CIS and other factors. As a result of such risks and uncertainties, there can be no assurance that the effects of competition or current or future changes in the political, economic and social environment or current or future regulation of the telecommunications industry in Russia and the CIS will not have a material adverse effect on the VimpelCom Group and there can be no assurance that the Company will be able to complete this proposed transaction. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risks described in the Company's Annual Report on Form 20-F for the year ended December 31, 2009 and other public filings made by the Company with the United States Securities and Exchange Commission, which risk factors are incorporated herein by reference. VimpelCom disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.
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