(Each As Defined Below) Or (2) Non-U.S
Total Page：16
File Type：pdf, Size：1020Kb
IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS THATARE QPS (EACH AS DEFINED BELOW) OR (2) NON-U.S. PERSONS OR ADDRESSEES OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page (the “Prospectus”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANYACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”) AND THE SECURITIES HAVE NOT BEEN, AND WILL NOT, BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OFANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS AND WHICH DOES NOT REQUIRE THE ISSUER TO REGISTER UNDER THE INVESTMENT COMPANYACT. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) that are qualified purchasers (within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended) (“QPs”) or (2) non-U.S. persons (within the meaning of Regulation S under the Securities Act) outside the United States who are not acting for the account or benefit of U.S. persons. This Prospectus is being sent at your request and by accepting the e-mail and accessing this Prospectus, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs that are QPs or (b) not a U.S. person and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. and (2) that you consent to delivery of such Prospectus by electronic transmission. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the issuer in such jurisdiction. This communication is only directed at persons who (i) are outside the United Kingdom or (ii) are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”) or (iii) are persons falling within Article 49(2)(a) to (e) of the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited or The Royal Bank of Scotland plc (the “Lead Managers”) or any person who controls any of them, nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version available to you on request from any of the Lead Managers. US$500,000,000 6.493% Loan Participation Notes due 2016 and US$1,000,000,000 7.748% Loan Participation Notes due 2021 each issued by, but with limited recourse to, VIP Finance Ireland Limited, for the sole purpose of funding a corresponding loan to Open Joint Stock Company “Vimpel-Communications” Issue Price: 100.0% Open Joint Stock Company “Vimpel-Communications” (“VimpelCom”) is a telecommunications operator, providing voice and data services through a range of wireless, fixed and broadband technologies. The VimpelCom group of companies includes companies operating in Russia, Kazakhstan, Ukraine, Uzbekistan, Armenia, Tajikistan, Georgia, Kyrgyzstan, Vietnam and Cambodia, covering territory with a total population of approximately 345.0 million. VIP Finance Ireland Limited, a private limited liability company established under the laws of Ireland (the “Issuer”), is offering an aggregate principal amount of US$500,000,000 in the form of 6.493% loan participation notes due 2016 (the “A Notes”) for the sole purpose of funding a five-year loan (the “A Loan”) to VimpelCom under the terms of a loan agreement, dated January 28, 2011 (the “A Loan Agreement”) and an aggregate principal amount of US$1,000,000,000 in the form of 7.748% loan participation notes due 2021(the “B Notes,” and together with the A Notes, the “Notes”) for the sole purpose of funding a ten-year loan (the “B Loan,” and together with the A Loan, the “Loans”) to VimpelCom under the terms of a loan agreement, dated January 28, 2011(the “B Loan Agreement,” and together with the A Loan Agreement, the “Loan Agreements”). The Issuer will charge by way of security to BNY Corporate Trustee Services Limited, as trustee (the “Trustee”), its rights to principal, premium (if any), interest and additional amounts (if any) under each of the Loan Agreements (other than certain reserved rights) as well as certain sums held in an account of the Issuer relating to such Loan Agreement, and will transfer certain of its administrative rights under each of the Loan Agreements to the Trustee upon the closing of the offering of the Notes (the “Offer”) for the benefit of the holders of the relevant Notes (the “Noteholders”). The Loans will rank equal in right of payment with VimpelCom’s other outstanding unsecured and unsubordinated indebtedness. The Issuer will only be obligated to make payments of principal, premium (if any), interest and additional amounts (if any) to Noteholders to the extent that VimpelCom makes payments to the Issuer’s account of all principal, premium (if any), interest and additional amounts (if any) under the terms of the relevant Loan Agreement. The Issuer will have no other financial obligation under the Notes. The Notes will bear interest at an annual rate. Payments on the Notes will be made free and clear of, and without withholding or deduction for, any taxes save those required by law. Noteholders will be deemed to have accepted and agreed that they will be relying solely on the credit and financial standing of VimpelCom in respect of the obligations of VimpelCom as borrower under the Loan Agreements. Other than as described in this prospectus and in the trust deeds relating to each of the A Notes and B Notes to be entered into between the Issuer and the Trustee on or about February 2, 2011 (the “Trust Deeds”), the Noteholders have no proprietary or other direct interest in the Issuer’s rights under or in respect of the Loan Agreements or the Loans. Subject to the terms of each Trust Deed, no Noteholder will have any right to enforce any of the provisions in the relevant Loan Agreement or have direct recourse to VimpelCom except through action by the Trustee. This prospectus has been approved by the Central Bank of Ireland (the “Central Bank”) as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the “Irish Stock Exchange”) for the Notes to be admitted to the official list (the “Official List”) and trading on its regulated market. This Prospectus constitutes a “prospectus” for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations” which implement the Prospectus Directive in Ireland).