Orrick Advises Telenor on Sale of 70 Million VEON Common Shares and ADSs


Orrick advised Norwegian mobile telecom company Telenor ASA (OSL: TEL) on its sale of 70 million shares in VEON Ltd. (formerly known as VimpelCom Ltd.) (NASDAQ: VEON; Euronext Amsterdam: VEON) in the form of common shares and American Depositary Shares (ADSs) at a public offering price of $3.75 per ADS/share. The transaction, which closed on April 12, will yield $259 million in total net proceeds to Telenor. The transaction was structured as an overnight accelerated bookbuild, with a registered offering in the US and a simultaneous Reg. S offering outside the US. Those shares sold outside the US were registered with the SEC for flow-back purposes. VEON undertook a secondary listing on Euronext Amsterdam shortly before the transaction was launched.

The deal represents 4% of VEON’s total outstanding common shares, and leaves Telenor with approximately 346.7 million VEON ADSs (19.7% of VEON’s outstanding shares), including the VEON ADSs underlying Telenor’s $1 billion, three-year exchangeable bond due 2019. This transaction follows Telenor's earlier sell-down of approximately 164 million VEON ADSs in September 2016.

Citigroup and Morgan Stanley acted as joint global coordinators and joint bookrunners for the offering.

The Orrick team advising Telenor was led by Emerging Markets partners Peter O’Driscoll and Nell Scott.