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Telenor ASA — Capital/Financing Update 2016
Sep 16, 2016
3773_iss_2016-09-16_e6ddb2dc-1e49-46f0-9802-911b33865cd0.pdf
Capital/Financing Update
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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 announces pricing of USD 1,000,000,000 bond exchangeable for VimpelCom ADSs
(Fornebu, 16 September 2016) Telenor ASA today announces the pricing of its USD 1,000,000,000, 3-year bond exchangeable for up to of 204,081,633 VimpelCom ADSs (subject to adjustment).
The bonds were priced with an annual coupon of 0.25 per cent, payable semi-annually in arrear. The bonds' initial exchange price represents a premium of 40 per cent above the reference ADS price, which is USD 3.50 per ADSs (the public offering price of the ADSs in the United States). All other terms were unchanged from those described in Telenor's 15 September 2016 press release.
These transactions follow Telenor's previous announcements of its intention to divest its stake in VimpelCom. VimpelCom is listed on NASDAQ in the United States under the ticker "VIP".
Morgan Stanley and J.P. Morgan acted as joint global coordinators and joint bookrunners and Citigroup and Credit Suisse acted as joint bookrunners for the offering.
The distribution of this press release and the offer and sale of the bond in certain jurisdictions may be restricted by law. The bond may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the bond in such jurisdiction. No action has been taken by Telenor ASA or any of the Bookrunners or any of their respective affiliates that would permit an offering of the bonds or possession or distribution of this press release or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. 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 of Telenor ASA or VimpelCom Ltd. in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The bond described in this press release has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws. The securities described in this press release may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There shall be no
public offering of the bond in the United States. Any public offering of the ADSs will be made solely by means of a prospectus that may be obtained from Telenor ASA.
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 bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such bonds 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 [email protected]
Helge Øien Mobile: (+47) 9131 9242 [email protected]
Media Contact
Glenn Mandelid Mobile: (+47) 9266 1300 [email protected]