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Bianca Boorer

Delivering his judgement this morning (21 December), Justice Zacaroli approved Veon’s contested single-class Scheme, but asked for the removal of veto rights to be excised.

Zacaroli felt the removal of the veto right for the February 2023 notes was a separate issue, which is not necessary for the main aspect of the Scheme. The company has expressed that it “would not be appropriate” to pursue this with two schemes and therefore it is his view to have it excised.

Veon’s counsel David Allison KC said he was grateful for the judge’s quick verdict and will make the changes to the Scheme order within the next few hours. Zacaroli requested to have the amended order by 5pm in order to sign off on it.

Allison said the company will also include a box on the voting forms to allow note holders to identify which series of notes they own. The noteholder side had requested to see the level of cross holdings.

As reported, two 2023 bondholders had opposed the Scheme claiming that the rights and motivations of the February and April notes differed and as such there should be separate classes. In addition, questions were raised on the treatment of Russian holders who were unable to participate in the Scheme, who would be repaid via the sale of VimpelCom, its Russian subsidiary.

In delivering his oral judgment, Zacaroli said that in his view he didn’t believe that the differences presented by the bondholders were material enough. He added that the hypothetical example given by Daniel Bayfield, KC, counsel for the bondholders was “too extreme”.

Zacaroli said the essential question was whether there was any material impact on the likelihood of bondholders being paid in full. Given the company’s cash balance and intent to repay both the notes, there is “insufficient risk of not being repaid”. The different maturity dates also does not prevent the noteholders from consulting with each other.

In terms of Bayfield’s argument that the put option being offered by Veon would be more attractive to the April holders, Zacaroli said he does not believe this would fracture the class as the same terms were being offered to all 2023 holders.

Bayfield, however, said today that he intends to raise some of the points he raised in convening hearing again at the sanction hearing which is pencilled in for 30 January.

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Veon single-class Scheme convened, but harmonisation removed

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