VEON Ltd. — Regulatory Filings 2017

May 30, 2017

6-K 1 d373784d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of May 2017

Commission File Number 1-34694

VEON Ltd.

(formerly VimpelCom Ltd.)

(Translation of registrant’s name into English)

The Rock Building, Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐.

Information contained in this report

The information set forth in this Form 6-K is hereby incorporated by reference into the registration statements filed with the Securities and Exchange Commission by the registrant on Form F-3 (Registration Nos. 333-213905 and 333-196223).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)
Date: May 30, 2017
By:	/s/ Scott Dresser
Name:	Scott Dresser
Title:	Group General Counsel

Amsterdam (30 May 2017) – VimpelCom Holdings B.V. (the “ Company ”), a subsidiary of VEON Ltd. (“ VEON ”), commenced a cash tender offer (the “ Offer ”) for any and all of the outstanding (i) U.S.$1,000,000,000 9.125% Loan Participation Notes due 2018 issued by, but with limited recourse to, VIP Finance Ireland Limited (the “ 2018 Notes ”), (ii) U.S.$1,000,000,000 7.748% Loan Participation Notes due 2021 issued by, but with limited recourse to, VIP Finance Ireland Limited (the “ 2021 Notes ”) and (iii) U.S.$1,500,000,000 7.5043% Guaranteed Notes due 2022 issued by VimpelCom Holdings B.V. (the “ 2022 Notes ” and together with the 2018 Notes and the 2021 Notes, the “ Existing Notes ”) pursuant to an offer to purchase.

The Company has separately announced today that it intends to offer new senior unsecured notes (the “ New Notes Offering ”) to finance the Offer. The completion of the New Notes Offering is a condition to the purchase of the Existing Notes in the Offer.

Disclaimer

The above is for informational purposes only and does not constitute an invitation to participate in the Offer or a prospectus or an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction, nor shall there be any sale of securities or invitation to participate in the Offer in any jurisdiction in which such offer, solicitation, invitation 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 U.S. 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. There will be no public offer of the Notes in the United States (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).

The Company considers portions of this announcement to be forward-looking statements. Forward-looking statements can be identified by the use of words such as “may”, “will”, “plan”, “should”, “expect”, “anticipate”, “estimate”, “continue” or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties.