VEON Ltd.
For the period ended May 20, 2026. Filed May 20, 2026.
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May 20, 2026 · Filed May 20, 2026
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EX-99.1 · Exhibit 99.1
Exhibit 99.1
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED (“MAR”).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
20 May 2026
VEON MidCo B.V. Announces Upsize of Tender Offer
On 18 May 2026, VEON MidCo B.V., a private limited liability company*(besloten vennootschap met beperkte aansprakelijkheid)*incorporated under the laws of The Netherlands (the “Company”), announced its invitation to the holders of its outstanding U.S.$1,013,973,000 3.375 per cent. Notes due 2027 issued by the Company and guaranteed by VEON Amsterdam B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Guarantor”) (Regulation S Global Note ISIN: XS2824764521, Rule 144A Global Note ISIN: XS2824766146) (the “Notes”) to tender such outstanding Notes for cash subject to the satisfaction or waiver of the New Financing Condition (as defined in the Tender Offer Memorandum (as defined below)) and the other conditions described in the tender offer memorandum dated 18 May 2026 (the “Tender Offer Memorandum”) prepared by the Company (such invitation, the “Tender Offer”).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Company announces today that it has increased the Maximum Aggregate Purchase Price from the previously announced amount of U.S.$750,000,000 to U.S.$875,000,000 and, accordingly, the Company proposes to accept Notes validly tendered in an amount up to U.S.$875,000,000 in aggregate Purchase Price of the Notes (and all references in the Tender Offer Memorandum to the Maximum Aggregate Purchase Price shall be deemed to be amended to such increased amount).
For the avoidance of doubt, the Maximum Aggregate Purchase Price is subject to further adjustment as set out in the Tender Offer Memorandum. The Maximum Aggregate Purchase Price excludes any accrued and unpaid interest (such interest will be paid in addition to the Purchase Price).
The other terms of the Tender Offer remain unchanged. A summary of certain terms of the Tender Offer is set out below:
| Description of the Notes | ISIN | Outstanding Principal Amount of Notes as at the date of the Tender Offer Memorandum | Early Tender Offer Purchase Price (per U.S.$1,000 in principal amount of Notes accepted for purchase) | Tender Offer Purchase Price (per U.S.$1,000 in principal amount of Notes accepted for purchase) | Maximum Aggregate Purchase Price |
|---|---|---|---|---|---|
| U.S.$1,013,973,000 3.375 per cent. Notes due 2027 | Regulation S Global Note ISIN XS2824764521 Rule 144A Global Note ISIN XS2824766146 | U.S.$1,010,973,000 | U.S.$987.50 (the “Early Tender Offer Purchase Price”) | U.S.$957.50 (the “Tender Offer Purchase Price” and, together with the Early Tender Offer Purchase Price, the “Purchase Price”) | Subject to adjustment as set out herein, U.S.$875,000,000 in aggregate Purchase Price of the Notes (excluding any accrued and unpaid interest) |
This announcement is to be read together with the Tender Offer Memorandum. Holders should read carefully the Tender Offer Memorandum for full details of the Tender Offer, including information on the procedures for participating in the Tender Offer.
The Tender Offer is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.
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