VimpelCom Holdings B.V. Announces Intent to Raise Financing in the International Bond Markets

By Vimpelcom Ltd., PRNE
Tuesday, June 21, 2011

AMSTERDAM, June 22, 2011 -

VimpelCom Holdings B.V. (”VimpelCom Holdings”), an indirect
wholly owned subsidiary of VimpelCom Ltd. (”VimpelCom” or the
, announced its intention to raise, subject to market
and other conditions, debt financing by the issuance of notes in
the international bond markets.  VimpelCom Holdings intends to
use the net proceeds from the issuance to provide funds to its
direct parent, VimpelCom Amsterdam B.V., to repay any outstanding
amounts under VimpelCom Amsterdam B.V.’s loan from a group of
international banks (including Barclays Capital, BNP Paribas,
Citibank, N.A., London Branch, ING Bank NV, HSBC Bank plc and The
Royal Bank of Scotland plc) in a principal amount of up to US$2.5
due March 31, 2012 ($2.2 billion of which was drawn
down).  This loan funded VimpelCom Ltd.’s acquisition of Wind
Telecom S.p.A. and refinancing of debt held at certain Wind Telecom
companies.  Any net proceeds from the issuance of the notes in
excess of the amounts to be applied for such repayment will be used
for general corporate purposes.  The notes are guaranteed by
VimpelCom Holdings’ subsidiary OJSC “Vimpel-Communications”. 
The terms of the guaranteed notes, including the aggregate
principal amount, interest rate and maturity date, have yet to be

Barclays Bank PLC, BNP Paribas, Citigroup Global Markets
Limited, HSBC Bank plc, ING Bank N.V. and The Royal Bank of
Scotland plc will act as lead managers for the financing.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes in the United States or
any other jurisdiction, nor shall there be any sale of the notes in
the United States or any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under applicable securities laws.  The notes
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”). The
notes may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws. (For these purposes, “United States” means
the United States of America, its territories and possessions, any
State of the United States, and the District of Columbia.)

This press release is not an invitation nor is it intended to be
an inducement to engage in investment activity for the purpose of
section 21 of the Financial Services and Markets Act 2000 of the
United Kingdom (the “FSMA”). To the extent that this press release
does constitute an inducement to engage in any investment activity,
it is directed solely at persons who (i) are outside the United
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 or (iv) is a person to whom such
communication may otherwise lawfully be made in accordance with the
Financial Services and Markets Act 2000 and 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.

This press release is not an offer, or an invitation to make
offers, sell, purchase, exchange or transfer any securities in
Russia or to or for the benefit of any Russian person, and does not
constitute an advertisement or offering of the notes in Russia
within the meaning of Russian securities laws and must not be
distributed in Russia. The notes have not been and will not be
registered in Russia or admitted to placement and/or circulation in
Russia. The notes are not intended for “offering”, “placement” or
“circulation” in Russia (each as defined in Russian securities

This press release contains
“forward-looking statements,” as the phrase is defined in Section
27A of the Securities Act and Section 21E of the Exchange Act.
These statements relate to the Company’s intention to consummate
the proposed transaction described above and are based on
Management’s best assessment of the Company’s strategic and
financial position and of future market conditions and
opportunities. Forward-looking statements involve inherent risks,
uncertainties and assumptions, including, without limitation, the
risk that the transaction discussed above will be completed. If
such risks or uncertainties materialize or such assumptions prove
incorrect, actual results could differ materially from those
expressed or implied by such forward-looking statements and
assumptions. Certain other risks that could cause actual results to
differ materially from those discussed in any forward-looking
statements include the risk factors described in VimpelCom’s proxy
statement furnished to the U.S. Securities and Exchange Commission
(the “SEC”) under cover of Form 6-K on February 15, 2011,
VimpelCom’s registration statement on Form F-4 filed with the SEC,
OJSC “Vimpel-Communications” public filings with the SEC, including
its Annual Report on Form 20-F for the year ended December 31,
, and other public filings made by VimpelCom with the SEC,
which risk factors are incorporated herein by reference. The
forward-looking statements contained in this announcement are made
as of the date hereof, and VimpelCom expressly disclaims any
obligation to update or correct any forward-looking statements made
herein due to the occurrence of events after the issuance of this

FSA/ICMA stabilisation.


Gerbrand Nijman, VimpelCom, +31(0)20-79-77-200, Gerbrand.Nijman at

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