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 September 2016
Commission File Number 1-34694
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 x Form 40-F o
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): o .
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): o .
INFORMATION CONTAINED IN THIS REPORT
Amendment to 2009 Registration Rights Agreement
Pursuant to the registration rights agreement, dated September 21, 2016, by and among VimpelCom, Telenor East Holding II AS (the “Selling Shareholder”) and Morgan Stanley & Co. International plc, J.P. Morgan Securities plc, Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited, VimpelCom has agreed that it will file with the Securities Exchange Commission (the “SEC”) a shelf registration statement (the “New Shelf Registration Statement”) with respect to resales of American Depository Shares, each representing one of VimpelCom's common shares, US$0.001 nominal value per share, that may be issued upon exchange or redemption of the 0.25 per cent bonds due 2019 issued by the Selling Shareholder on September 21, 2016.
On September 21, 2016, VimpelCom entered into an assignment, assumption and second amendment agreement (the “RRA Amendment”) to its registration rights agreement, dated as of October 4, 2009 and amended as of November 27, 2013 (the “2009 Registrations Rights Agreement”), by and among VimpelCom, Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“Altimo”), Altimo Cooperatief U.A., a company organized and existing under the laws of the Netherlands (“Altimo Cooperatief”), Letterone Investment Holdings S.A., a société anonyme incorporated under the laws of Luxembourg (“Letterone”), L1T VIP Holdings S.à r.l., a société à responsibilité limitée incorporated under the laws of Luxembourg (“L1T”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway, and the Selling Shareholder. The RRA Amendment transfers the rights and obligations of Altimo and Altimo Cooperatief under the 2009 Registration Rights Agreement to Letterone and L1T, respectively, and amends the 2009 Registration Rights Agreement to obligate VimpelCom, subject to certain exceptions, to effectuate demands for registration by a requesting holder during the six month period following the effectiveness of the New Shelf Registration Statement.
A copy of the RRA Amendment is filed as Exhibit 4.1 hereto. The foregoing description of the RRA Amendment does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
The information set forth in this report on Form 6-K and the RRA Amendment filed as Exhibit 4.1 hereto are hereby incorporated by reference into VimpelCom’s Registration Statement on Form F-3, File No. 333-196223, as amended and supplemented from time to time, initially filed with the SEC on May 23, 2014.
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.
|
|
VIMPELCOM LTD. |
|
|
|
(Registrant) |
|
|
Date: September 26, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Scott Dresser |
|
|
Name: |
Scott Dresser |
|
|
Title: |
Group General Counsel |
EXHIBIT INDEX
|
Exhibit
|
|
Description |
|
|
|
|
|
4.1 |
|
Assignment, Assumption and Second Amendment Agreement to Registration Rights Agreement, dated as of September 21, 2016, by and among VimpelCom Ltd., Altimo Holdings & Investments Ltd., Altimo Cooperatief U.A., Letterone Investment Holdings S.A., L1T VIP Holdings S.à r.l., Telenor Mobile Communications AS, and Telenor East Holding II AS. |
Exhibit 4.1
Execution Version
ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT TO
REGISTRATION RIGHTS AGREEMENT
ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT to Registration Rights Agreement (this “ Amendment ”), dated as of September 21, 2016, by and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “ Company ”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“ Altimo ”), Altimo Cooperatief U.A., a company organized and existing under the laws of the Netherlands (“ Altimo Cooperatief ”), Letterone Investment Holdings S.A., a société anonyme incorporated under the laws of Luxembourg (“ LetterOne ”), L1T VIP Holdings S.à r.l., a société à responsibilité limitée incorporated under the laws of Luxembourg, (“ L1T ”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“ Telenor Mobile ”), and Telenor East Holding II AS, a company organized and existing under the laws of Norway (“ Telenor East Holding ” and each of the Company, Altimo, Altimo Cooperatief, LetterOne, L1T, Telenor Mobile and Telenor East Holding, a “ Party ”, and collectively, the “ Parties ”).
RECITALS
A. The Company, Altimo, Altimo Cooperatief, Telenor Mobile and Telenor East Holding are parties to the Registration Rights Agreement, dated as of October 4, 2009 and amended as of November 27, 2013 (as so amended, the “ Registration Rights Agreement ”).
B. (i) Altimo wishes to transfer all its rights and obligations under the Registration Rights Agreement to LetterOne, and LetterOne wishes to assume these rights and obligations, and (ii) Altimo Cooperatief wishes to transfer all its rights and obligations under the Registration Rights Agreement to L1T, and L1T wishes to assume these rights and obligations.
D. Pursuant to Section 7.1 of the Registration Rights Agreement, the Registration Rights Agreement or any right, interest or obligation under the Registration Rights Agreement may be transferred only with the prior written consent of each party to the Registration Rights Agreement.
E. The Parties further desire to amend the Registration Rights Agreement on the terms and subject to the conditions set forth herein.
F. Pursuant to Section 8.9 of the Registration Rights Agreement, terms of the Registration Rights Agreement may be amended only by a written agreement executed by each party to the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing premises as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Capitalized terms used and not defined in this Amendment shall have the respective meanings given to them in the Registration Rights Agreement.
1.2 The provisions of Section 1.2 of the Registration Rights Agreement shall apply to this Amendment as if set forth herein and as if references therein to “this Agreement” were references to this Amendment.
2. ASSIGNMENT AND ASSUMPTION
2.1 Altimo assigns and transfers by novation the Registration Rights Agreement and all its rights, interests and obligations in and to the Registration Rights Agreement to LetterOne with effect on and from the date of this Amendment.
2.2 LetterOne (i) accepts assignment and transfer by novation of the Registration Rights Agreement and all rights, interests and obligations in and to the Registration Rights from Altimo, and (ii) agrees to assume and perform all Altimo’s obligations under the Registration Rights Agreement, on and from the date of this Amendment, as if it were an original party to the Registration Rights Agreement in Altimo’s place.
2.3 Altimo Cooperatief assigns and transfers by novation the Registration Rights Agreement and all its rights, interests and obligations in and to the Registration Rights Agreement to L1T with effect on and from the date of this Amendment.
2.4 L1T (i) accepts assignment and transfer by novation of the Registration Rights Agreement and all rights, interests and obligations in and to the Registration Rights from Altimo Cooperatief, and (ii) agrees to assume and perform all Altimo Cooperatief’s obligations under the Registration Rights Agreement, on and from the date of this Amendment, as if it were an original party to the Registration Rights Agreement in Altimo Cooperatief’s place.
2.5 The other Parties hereby provide their consent to the assignment and transfer by novation as set out in sections 2.1 through 2.4 of this Amendment and further agree and confirm that, with effect on and from the date of this Amendment, (i) LetterOne shall have the rights, interest and obligations ascribed to it under the Registration Rights Agreement as if it were an original party to the Registration Rights Agreement in Altimo’s place, and (ii) L1T shall have the rights, interest and obligations ascribed to it under the Registration Rights Agreement as if it were an original party to the Registration Rights Agreement in Altimo Cooperatief’s place.
2.6 Each party to the Registration Rights Agreement releases and discharges Altimo and Altimo Cooperatief from all claims and demands under or in connection with the Registration Rights Agreement, whether known or unknown or arising before, on, or after the date of this Amendment.
3. AMENDMENT
3.1 Section 2.1(a) of the Registration Rights Agreement is hereby amended and restated in its entirety as of the date of this Amendment by deleting the existing language and replacing it with the following language:
“(a) within six (6) months after the Effective Date of a prior Registration Statement effected in response to a request from any Holder pursuant to this Section 2.1 or within six (6) months after the Effective Date of any other Registration Statement effected by the Company for a public offering of Registrable Securities (other than the Registration Statement effected by the Company pursuant to the Registration Rights Agreement, dated September 21, 2016, among VimpelCom Ltd., Telenor East Holding II AS, Morgan Stanley & Co. International plc, J.P. Morgan Securities plc, Citigroup Global Markets Limited and Credit Suisse Securities (Europe) Limited);”
3.3 Section 8.3 of the Registration Rights Agreement is hereby amended and restated as of the date of this Amendment in its entirety by deleting the existing language and replacing it with the following language:
“Any notice, request, consent, waiver or other communication required or permitted hereunder shall be effective only if it is in writing and personally delivered or sent by facsimile or sent, postage prepaid, by registered or certified mail, return receipt requested, or by recognized overnight courier service, postage or other charges prepaid, and shall be deemed given when so delivered by hand or facsimile, or when received if sent by mail or by courier, as follows:
If to the Company:
VimpelCom Ltd.
Claude Debussylaan 88
1082 MD Amsterdam
The Netherlands
Facsimile No.: +31 20 79 77 210
Attention: Scott Dresser
with a copy to:
Akin Gump LLP
Eighth Floor
Ten Bishops Square
London El 6EG
Facsimile No.: +44 20 7012 9601
Attention: Daniel Walsh
If to LetterOne or L1T:
Letterone Investment Holdings S.A.
1-3 Boulevard de la Foire
L-1528
Luxembourg
Facsimile: +352 26 38 77 99
Attention: Legal Manager
with a copy to:
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
E14 5DS London
England
Facsimile No: +44 20 7072 7026/7025
Attention: Pranav Trivedi/Lorenzo Corte
If to Telenor East Holding or Telenor Mobile:
c/o Group Legal
Snarøyveien 30
N-1360 Fornebu
Norway
Facsimile No.: +47 67 58 32 90
Attention: Gaute S. Gravir
with a copy to:
Orrick, Herrington & Sutcliffe (Europe) LLP
107 Cheapside
EC2V 6DN
United Kingdom
Facsimile No.: +44 20 7862 4800
Attention: Peter O’Driscoll
or such other person or address as the addressee may have specified in a notice duly given to the sender as provided herein.”
4. LIMITED EFFECT
Except as expressly provided in this Amendment, all of the terms and provisions of the Registration Rights Agreement are and shall remain in full force and effect. This Amendment shall not be construed as a waiver or amendment of any other provision of the Registration Rights Agreement or for any purpose except as expressly set forth herein.
5. MISCELLANEOUS
5.1 The Registration Rights Agreement as amended by this Amendment constitutes the entire agreement and understanding of the Parties relating to the subject matter of the Registration Rights Agreement as amended by this Amendment, and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matter of the Registration Rights Agreement as amended by this Amendment.
5.2 The provisions of Sections 8.3 to 8.9 and 8.11 to 8.13 of the Registration Rights Agreement as amended by this Amendment shall apply to this Amendment as if set forth herein and as if references therein to “this Agreement” were references to this Amendment.
[Signature page follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.
VIMPELCOM LTD.
|
By: |
/s/ Andrew Davies |
|
|
Name: |
Andrew Davies |
|
|
Title: |
CFO |
|
ALTIMO HOLDINGS & INVESTMENTS LTD.
|
By: |
/s/ Franz Wolf |
|
|
Name: |
Franz Wolf |
|
|
Title: |
Director |
|
ALTIMO COOPERATIEF U.A.
|
By: |
/s/ Franz Wolf |
|
|
Name: |
Franz Wolf |
|
|
Title: |
Director |
|
|
By: |
/s/ Lars van Marrelo |
|
|
Name: |
Lars van Marrelo |
|
|
Title: |
General Proxyholder |
|
|
By: |
/s/ Barbara J.A. Smaal |
|
|
Name: |
Barbara J.A. Smaal |
|
|
Title: |
General Proxyholder |
|
LETTERONE INVESTMENT HOLDINGS S.A.
|
By: |
/s/ David A. Gould |
|
|
Name: |
David A. Gould |
|
|
Title: |
Director |
|
L1T VIP HOLDINGS S.À R.L.
|
By: |
/s/ Nino Maxime |
|
|
Name: |
Nino Maxime |
|
|
Title: |
Manager |
|