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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 26)*

 

 

VIMPELCOM LTD.

(Name of Issuer)

 

 

Common Shares, par value US$0.001 per share

Preferred Shares, par value US$0.001 per share

(Title of Class of Securities)

92719A 10 6**

(CUSIP Number)

** CUSIP number of American Depositary Shares listed on the New York Stock Exchange.

The Common Shares and the Preferred Shares are not publicly traded.

Bjørn Hogstad

Telenor ASA

Snarøyveien 30

N-1331 Fornebu, Norway

47-67-89-2547

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 27, 2013

(Date of Event which Requires Filing of this Statement)

Copy to:

Peter O’Driscoll

Orrick, Herrington & Sutcliffe LLP

107 Cheapside

London EC2V 6DN

United Kingdom

+44 20 7862 4600

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page will be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this “cover page” shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 


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CUSIP No. 92719A 10 6 (ADSs)  

 

  1.   

Name of Reporting Person:

 

Telenor East Holding II AS

  

I.R.S. Identification Nos. of above persons (entities only):

 

000-00-0000

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)   ¨         (b)   x

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds (See Instructions):

 

    WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):     ¨

 

    N/A

  6.  

Citizenship or Place of Organization:

 

    Norway

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares

     8.   

Shared Voting Power:

 

    -0-

     9.   

Sole Dispositive Power:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares

   10.   

Shared Dispositive Power:

 

    -0-

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨

 

13.

 

Percent of Class Represented by Amount in Row (11):

 

    33.0% of the outstanding Common Shares (42.95% of the outstanding voting shares)

14.

 

Type of Reporting Person (See Instructions):

 

    CO


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CUSIP No. 92719A 10 6 (ADSs)  

 

  1.   

Name of Reporting Person:

 

Telenor Mobile Holding AS

  

I.R.S. Identification Nos. of above persons (entities only):

 

000-00-0000

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)   ¨         (b)   x

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds (See Instructions):

 

    N/A

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):     ¨

 

    N/A

  6.  

Citizenship or Place of Organization:

 

    Norway

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares (1)

     8.   

Shared Voting Power:

 

    -0-

     9.   

Sole Dispositive Power:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares (1)

   10.   

Shared Dispositive Power:

 

    -0-

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares (1)

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨

 

13.

 

Percent of Class Represented by Amount in Row (11):

 

    33.0% of the outstanding Common Shares (42.95% of the outstanding voting shares) (1)

14.

 

Type of Reporting Person (See Instructions):

 

    CO, HC

 

(1) The Reporting Person disclaims beneficial ownership of all such securities.


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CUSIP No. 92719A 10 6 (ADSs)  

 

  1.   

Name of Reporting Person:

 

Telenor ASA

  

I.R.S. Identification Nos. of above persons (entities only):

 

98-0387714

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)   ¨         (b)   x

 

  3.  

SEC Use Only:

 

  4.  

Source of Funds (See Instructions):

 

    WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):     ¨

 

    N/A

  6.  

Citizenship or Place of Organization:

 

    Norway

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares

     8.   

Shared Voting Power:

 

    -0-

     9.   

Sole Dispositive Power:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares

   10.   

Shared Dispositive Power:

 

    -0-

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    580,578,840 Common Shares and 305,000,000 Preferred Shares

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨

 

13.

 

Percent of Class Represented by Amount in Row (11):

 

    33.0% of the outstanding Common Shares (42.95% of the outstanding voting shares)

14.

 

Type of Reporting Person (See Instructions):

 

    CO, HC


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TABLE OF CONTENTS

 

Item 1. Security and Issuer

     6   

Item 2. Identity and Background

     6   

Item 3. Source and Amount of Funds or Other Consideration

     12   

Item 4. Purpose of the Transaction

     12   

Item 5. Interest in Securities of the Issuer

     14   

Item  6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     14   

Item 7. Materials to be Filed as Exhibits

     14   

SIGNATURES

     15   


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SCHEDULE 13D

Item 1. Security and Issuer

This Amendment No. 26 (this “Amendment”) to the statement on Schedule 13D (as amended by this Amendment, this “Statement”) relates to the common shares, par value US$0.001 per share (the “Common Shares”), and convertible preferred shares, par value US$0.001 per share (the “Preferred Shares”), of VimpelCom Ltd., a company organized under the laws of Bermuda. The principal business address of VimpelCom Ltd. is Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands, and its business telephone number is +31 20 797 7200.

Except as provided herein, this Amendment does not modify any of the information previouly reported in this Statement.

Item 2. Identity and Background

This Statement is being filed jointly by Telenor East Holding II AS (referred to herein as “Telenor East Holding”), Telenor Mobile Holding AS (referred to herein as “Telenor Mobile Holding”) and Telenor ASA (collectively, the “Reporting Persons”).


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TELENOR EAST HOLDING II AS

 

  (a) Telenor East Holding II AS, a corporation formed under the laws of Norway.

 

  (b) Snarøyveien 30

N-1331 Fornebu

Norway

 

  (c) Telenor East Holding is engaged principally in the business of investing in the telecommunications industry outside of Norway.

 

  (d) During the last five years, Telenor East Holding has not been convicted in a criminal proceeding.

 

  (e) During the last five years, Telenor East Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST HOLDING II AS

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor East Holding. The business address of each of such persons is Telenor East Holding II AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

DIRECTORS OF TELENOR EAST HOLDING II AS

 

Name and Residential Address

  

Citizenship

  

Present Principal Occupation

Richard Olav Aa

(Ruglandveien, Norway)

   Norway    Executive Vice President and Chief Financial Officer of Telenor ASA

Iver Christian Olerud

(Lommedalen, Norway)

   Norway   

Director of Mergers and Acquisitions, Telenor ASA

Bjørn Hogstad

(Oslo, Norway)

   Norway    Attorney, Group Legal, Telenor ASA

 

EXECUTIVE OFFICERS OF TELENOR EAST HOLDING II AS

 

Name and Residential Address

  

Citizenship

  

Present Principal Occupation

Bjørn Hogstad

(Oslo, Norway)

   Norway    Managing Director of Telenor East Holding; Attorney, Group Legal, Telenor ASA

(d) During the last five years, none of the above executive officers and directors of Telenor East Holding has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor East Holding was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

TELENOR MOBILE HOLDING AS

 

  (a) Telenor Mobile Holding AS, a corporation formed under the laws of Norway.

 

  (b) Snarøyveien 30

 N — 1331 Fornebu

 Norway


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(c) Telenor Mobile Holding is engaged principally in the development of and investment in the field of telecommunications through direct and indirect ownership of companies and entering into agreements relating to telecommunications.

(d) During the last five years, Telenor Mobile Holding has not been convicted in a criminal proceeding.

(e) During the last five years, Telenor Mobile Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE HOLDING AS

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor Mobile Holding. The business address of the directors and executive officers is Telenor Mobile Holding, c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

DIRECTORS OF TELENOR MOBILE HOLDING AS

 

Name and Residential Address

  

Citizenship

  

Present Principal Occupation

Jon Fredrik Baksaas

(Sandvika, Norway)

   Norway    President and Chief Executive Officer of Telenor ASA; Chairman of the Board and Managing Director of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.

Richard Olav Aa

(Ruglandveien, Norway)

   Norway    Executive Vice President and Chief Financial Officer of Telenor ASA; Managing Director of Telenor Mobile Holding

Pål Wien Espen

(Oslo, Norway)

   Norway    General Counsel of Telenor ASA


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Name and Residential Address

  

Citizenship

  

Present Principal Occupation

Morten Fallstein

(Oslo, Norway)

   Norway    Employee Representative

Anne Kristin Endrerud

(Fall, Norway)

  

Norway

   Employee Representative

Helge Enger

(Oslo, Norway)

   Norway    Employee Representative

EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS

 

Name and Residential Address

  

Citizenship

  

Present Principal Occupation

Jon Fredrik Baksaas

(Sandvika, Norway)

   Norway    President and Chief Executive Officer of Telenor ASA; Chairman of the Board and Managing Director of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.

Richard Olav Aa

(Ruglandveien, Norway)

   Norway    Executive Vice President and Chief Financial Officer of Telenor ASA and Managing Director of Telenor Mobile Holding

(d) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

TELENOR ASA

 

  (a) Telenor ASA, a corporation formed under the laws of Norway.

 

  (b) Snarøyveien 30

 N — 1331 Fornebu

 Norway


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(c) Telenor ASA is engaged principally in the business of production and supply of services in the fields of telecommunications, data services and media distribution.

(d) During the last five years, Telenor ASA has not been convicted in a criminal proceeding.

(e) During the last five years, Telenor ASA was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor ASA was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor ASA. The business address of each of such persons is c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

DIRECTORS OF TELENOR ASA

 

Name and Residential Address

  

Citizenship

  

Present Principal Occupation

Svein Aaser

(Drøbak, Norway)

   Norway    Chairman of the Board of Telenor ASA; Chairman of the Board of the Norwegian National Museum

Barbara Rose Milian Thoralfsson

(Stabekk, Norway)

   USA    Member of the Boards of Electrolux AB, Svenska Cellulosa Aktiebolaget SCA AB, Storebrand ASA, Fleming Invest AS, Stokke AS, Tandberg ASA and Norfolier AS

Sally Davis

(London, United Kingdom)

   United Kingdom    Non-executive director of Logitech, the UK Department of Transport and the BBC

Hallvard Bakke

(Oslo, Norway)

   Norway    Chairman of Carte Blanche AS

Frank Dangeard

(Paris, France)

   France    Managing Partner of Haircourt France

Dag Jakob Opedal

(Olso, Norway)

   Norway   

Member of the Boards of Vizrt AS, Nammo AS, Norwegian Church Aid and Meltwater BV


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Name and Residential Address

  

Citizenship

  

Present Principal Occupation

Dr. Burckhard Bergmann

(Essen, Germany)

   Germany    Member of the Boards of Allianz Lebensversicherungs AG, MAN Ferrostaal AG, Gazprom, NordStream, Accumulatorenwerke Hoppecke and Jaeger Beteiligungsgesellschaft mbH & Co KG

Marit Vaagen

(Stocksund, Sweden)

   Norway    Founder and CEO of Sirona AB

Bjørn Andre Anderssen

(Gol, Norway)

   Norway    Employee Representative

Harald Stavn

(Kongsberg, Norway)

   Norway    Employee Representative

Brit Østby Fredriksen

(Drøbak, Norway)

   Norway    Employee Representative

EXECUTIVE OFFICERS OF TELENOR ASA

 

Name and Residential Address

  

Citizenship

  

Present Principal Occupation

Jon Fredrik Baksaas

(Sandvika, Norway)

   Norway    President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.

Richard Olav Aa

(Ruglandveien, Norway)

   Norway    Executive Vice President and Chief Financial Officer of Telenor ASA

Kjell-Morten Johnsen

(Oslo, Norway)

   Norway    Executive Vice President and Head of the European Operations of Telenor ASA; Member of the Boards of VimpelCom Ltd. and OJSC VimpelCom

Sigve Brekke

(Bangkok, Thailand)

   Norway    Executive Vice President of Telenor ASA and Head of Telenor Asia Operations

Morten Karlsen Sørby

(Hammaro, Sweden)

   Norway    Executive Vice President of Telenor ASA and Head of Strategy and Regulatory Affairs

Hilde M. Tonne

(Oslo, Norway)

   Norway    Executive Vice President and Head of Group Industrial Development of Telenor ASA

Berit Svendsen

(Oslo, Norway)

   Norway    Executive Vice President and Head of Telenor Norway of Telenor ASA

Rolv-Erik Spilling

(Trostefaret, Norway)

   Norway    Executive Vice President and Head of Digital Services of Telenor ASA

Jon Erik Haug

(Levretoppen, Norway)

   Norway    Executive Vice President and Head of Group People Development of Telenor ASA


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(d) During the last five years, none of the above executive officers and directors of Telenor ASA has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor ASA has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

Item 4. Purpose of the Transaction

As previously described in this Statement, on October 4, 2009, certain Telenor Parties entered into a Registration Rights Agreement with VimpelCom Ltd. and certain Alfa Parties. Under the Registration Rights Agreement, VimpelCom Ltd. agreed to use its best efforts to effect a registration under the Securities Act of 1933, as amended, of VimpelCom Ltd.’s securities held by the Telenor Parties and the Alfa Parties in order to facilitate the distribution of those securities in an underwritten offering, subject to certain limitations. On November 27, 2013, the Telenor Parties, the Alfa Parties and VimpelCom Ltd. entered into an assignment, assumption and amendment agreement (the “Registration Rights Amendment”) pursuant to which Telenor East transferred its rights and obligations under the Registration Rights Agreement to Telenor East Holding and the parties made certain technical amendments to the Registration Rights Agreement.

In addition to the matters previously described in this Statement, from time to time, the Reporting Persons may, and reserve the right to, change their plans or intentions to take any and all actions that they deem appropriate to maximize the value of their investment in VimpelCom Ltd. In order to maximize the value of their investment in VimpelCom Ltd., the Reporting Persons may, from time to time, consider, evaluate or propose various possible transactions involving VimpelCom Ltd. or its subsidiaries or affiliates, which could include, among other things:

(i) the possible acquisition of additional securities of VimpelCom Ltd. from time to time in the open market, in privately negotiated transactions or otherwise, including, without limitation, through entry into and exercise of call options or other derivative transactions;


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(ii) the possible acquisition or disposition of debt securities or other debt instruments of third parties, in each case, that are secured by, convertible into or exchangeable for securities of VimpelCom Ltd., and the enforcement of any such security interest or the exercise of any such exchange or conversion right;

(iii) the possible disposition or exchange of any securities of VimpelCom Ltd. owned by them;

(iv) possible extraordinary corporate transactions (such as a merger, consolidation, reorganization or restructuring) involving VimpelCom Ltd. or any of its subsidiaries, including with other telecommunication companies that may be affiliated with the Reporting Persons;

(v) making or seeking to make changes in or affecting VimpelCom Ltd.’s supervisory board or management;

(vi) possible litigation or arbitration involving VimpelCom Ltd., its supervisory board and/or its management and/or Altimo Holdings & Investments Ltd. and its affiliates;

(vii) in addition to the Swap Transaction previously described in this Statement, entering into and unwinding derivative transactions with respect to the securities of VimpelCom Ltd.; or

(viii) soliciting the votes of VimpelCom Ltd.’s shareholders in relation to any annual or extraordinary general meeting of shareholders of VimpelCom Ltd.

The Reporting Persons may also, from time to time, formulate other plans or proposals regarding VimpelCom Ltd. or its securities to the extent deemed advisable in light of market conditions, subsequent developments affecting VimpelCom Ltd., the general business and future prospects of VimpelCom Ltd., tax considerations, or other factors.

The preceding summary of the Registration Rights Amendment and the Registration Rights Agreement is not intended to be completed and is qualified in its entirety by reference to the full text of the following documents, each of which is incorporated herein by reference:

(i) the Registration Rights Agreement, dated October 4, 2009, a conformed copy of which is attached as Exhibit 99.4 to Amendment No. 51 to the Reporting Persons’ Statement on Schedule 13D in respect of OJSC VimpelCom, filed on October 5, 2009; and

(ii) the Registration Rights Amendment, a conformed copy of which is attached hereto as Exhibit 99.1.


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Item 5. Interest in Securities of the Issuer

(a)-(b)

Telenor East Holding owns 580,578,840 Common Shares (all of which are in the form of ADRs) and 305,000,000 Preferred Shares, representing approximately 33.0% of the total outstanding Common Shares and approximately 42.95% of VimpelCom Ltd.’s outstanding voting shares. The other Reporting Persons may be deemed the beneficial owners of, and have sole power to direct the voting and disposition of, these shares.

To the best of each Reporting Person’s knowledge, none of the individuals named in Item 2 of this Statement is, or may be deemed to be, the beneficial owner of any securities of VimpelCom Ltd.

Neither the filing of this Statement nor any of its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of VimpelCom Ltd. (other than as described in this Item 5) for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.

(c) Except for the transactions previously described in this Statement, none of the Reporting Persons or, to the best of each Reporting Person’s knowledge, none of the persons identified in Item 2 of the Statement, has engaged in any transactions in the securities of VimpelCom Ltd. during the past 60 days.

(d) Other than the Reporting Persons, to the best of each Reporting Person’s knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares or Preferred Shares held by Telenor East Holding.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

In addition to the Swap Transaction previously described in this Statement, the Reporting Persons may, from time to time, formulate other plans or proposals regarding VimpelCom Ltd. or its securities in support of these goals to the extent deemed advisable in light of market conditions, subsequent developments affecting VimpelCom Ltd., the general business and future prospects of VimpelCom Ltd. or other factors, or enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the securities of VimpelCom Ltd., which transactions may be significant in amount. These arrangements do not and will not give the Reporting Persons voting or investment control over the securities of VimpelCom Ltd. to which these transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any such securities.

None of the Reporting Persons, and to the best of each Reporting Person’s knowledge, none of the individuals named in Item 2 hereof has entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of VimpelCom Ltd., including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

 

  99.1    Assignment, Assumption and Amendment Agreement, dated as of November 27, 2013, between and among VimpelCom Ltd., Telenor East Invest AS, Telenor Mobile Communications AS, Telenor East Holding II AS, Altimo Cooperatief U.A., and Altimo Holdings & Investments Ltd.


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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct and that such Statement, as amended hereby, is true, complete and correct.

Dated: December 5, 2013

 

TELENOR EAST HOLDING II AS
By  

/s/ Bjørn Hogstad

  Name:   Bjørn Hogstad
  Title:   Attorney-in-fact
TELENOR MOBILE HOLDING AS
By  

/s/ Bjørn Hogstad

  Name:   Bjørn Hogstad
  Title:   Attorney-in-fact
TELENOR ASA
By  

/s/ Bjørn Hogstad

  Name:   Bjørn Hogstad
  Title:   Attorney-in-fact

Exhibit 99.1

Conformed Copy

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT TO

REGISTRATION RIGHTS AGREEMENT

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT to Registration Rights Agreement (this “ Amendment ”), dated as of November 27, 2013, 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” ), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway ( Telenor Mobile ), Telenor East Invest AS, a company organized and existing under the laws of Norway ( Telenor East ) 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, Telenor Mobile, Telenor East and Telenor East Holding, a “ Party ”, and collectively, the “Parties ”).

RECITALS

 

A. The Company, Eco Telecom Limited, Altimo, Altimo Cooperatief, Telenor Mobile and Telenor East entered into the Registration Rights Agreement, dated as of October 4, 2009 (as heretofore amended or otherwise modified, the “ Registration Rights Agreement ”).

 

B. Eco Telecom Limited was liquidated and dissolved pursuant to the Gibraltar Companies Act, with effect on 22 February 2012 and therefore is not a party to this Amendment;

 

C. Telenor East wishes to transfer all its rights and obligations under the Registration Rights Agreement to Telenor East Holding, and Telenor East Holding 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 Telenor East assigns and transfers by novation the Registration Rights Agreement and all its rights, interests and obligations in and to the Registration Rights Agreement to Telenor East Holding with effect on and from the date of this Amendment.

2.2 Telenor East Holding (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 Telenor East, and (ii) agrees to assume and perform all Telenor East’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 Telenor East’s place.

2.3 The other Parties hereby provide their consent to the assignment and transfer by novation as set out in section 2.1 and 2.2 of this Amendment and further agree and confirm that, with effect on and from the date of this Amendment, Telenor East Holding 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 Telenor East’s place.

2.4 Each party to the Registration Rights Agreement releases and discharges Telenor East from all claims and demands under or in connection with the Registration Rights Agreement, whether known or ununknown or arising before, on, or after the date of this Amendment.

3. AMENDMENT

3.1 Section 1.1 of the Registration Rights Agreement is hereby amended as of the date of this Amendment by adding thereto the following definition which shall be inserted in proper alphabetical order:

Exchange ” means the NASDAQ Global Select Market on which the Registrable Securities are listed or quoted for trading on the date in question.

3.2 Section 3.1(j) 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:

“use its best efforts to cause all Registrable Securities registered pursuant to this Agreement to be listed on the Exchange;”

 

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3.3 Section 3.1(1) 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:

“otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, the Exchange and any other applicable national securities exchange, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen (18) months) after the Effective Date of the Registration Statement, an earnings statement which shall satisfy the provisions of Section 11 (a) of the Securities Act;”

3.4 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.: Redacted

Attention: Jeffrey McGhie

with a copy to:

Akin Gump LLP

Eighth Floor

Ten Bishops Square

London El 6EG

Facsimile No.: Redacted

Attention: Daniel Walsh

If to Altimo or Altimo Cooperatief:

Altimo Holdings & Investments Ltd.

Savvinskaya nab., 11

Moscow 119435

Russia

Facsimile No.: Redacted

Attention: Yuri Musatov

with a copy to:

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

E14 5DS London

England

Facsimile No: Redacted

Attention: Pranav Trivedi/Lorenzo Corte

 

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If to Telenor East Holding or Telenor Mobile:

Telenor Mobile Communications AS

Snarøyveien 30

N-1331 Fornebu

Norway

Facsimile No.: Redacted

Attention: Kjell-Morten Johnsen

with a copy to:

Group Legal

Snarøyveien 30

N-1331 Fornebu

Norway

Facsimile No.: Redacted

Attention: Bjørn Hogstad

and to:

Orrick, Herrington & Sutcliffe (Europe) LLP

107 Cheapside

EC2V 6DN

United Kingdom

Facsimile No.: Redacted

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.

 

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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.

5.3 The Parties agree that, since Eco Telecom Limited will not sign this Amendment, this Amendment will be effective when all the parties to the Registration Rights Agreement (other than Eco Telecom Limited) have signed.

[ Signature page fallows ]

 

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.

 

THE COMPANY     VIMPELCOM LTD.
      By:   /s/ Jo O. Lunder
      Name: Title:  

Jo O. Lunder

C.E.O.

ALTIMO     ALTIMO HOLDINGS & INVESTMENTS LTD.
      By:   /s/ Franz Wolf
     

Name:

Title:

 

Franz Wolf

Director

ALTIMO COOPERATIEF     ALTIMO COOPERATIEF U.A.
      By:  

/s/ Franz Wolf

     

Name:

Title:

 

Franz Wolf

Director

      By:   /s/ Eleonora Jongsma
     

Name:

Title:

 

Eleonora Jongsma

Managing Director


TELENOR MOBILE     TELENOR MOBILE COMMUNICATIONS AS
    By:   /s/ Richard Aa
    Name:   Richard Aa
    Title:   Chairman of the Board
TELENOR EAST     TELENOR EAST INVEST AS
    By:   /s/ Richard Aa
    Name:   Richard Aa
    Title:   Chairman of the Board
TELENOR EAST HOLDING     TELENOR EAST HOLDING II AS
    By:   /s/ Richard Aa
    Name:   Richard Aa
    Title:   Chairman of the Board