Obligation VF Funding PLC 6.2% ( XS2114201622 ) en USD

VF Funding PLC

100 % ▲

Ukraine

XS2114201622 ( en USD )

6.2% par an ( paiement semestriel )

10/02/2025 - Obligation échue

Prospectus brochure de l'obligation VFU Funding PLC XS2114201622 en USD 6.2%, échue

200 000 USD

500 000 000 USD

VFU Funding PLC est une société anonyme britannique spécialisée dans le financement de véhicules utilitaires, offrant des solutions de financement aux entreprises et aux particuliers pour l'acquisition de véhicules commerciaux.

L'Obligation émise par VF Funding PLC ( Ukraine ) , en USD, avec le code ISIN XS2114201622, paye un coupon de 6.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/02/2025

IMPORTANT NOTICE: NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S.
PERSONS EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE
144A UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") THAT ARE ALSO
QUALIFIED PURCHASERS ("QPs") WITHIN THE MEANING OF SECTION 2(A)(51) OF THE U.S.
INVESTMENT COMPANY ACT OF 1940 OR OTHERWISE TO PERSONS TO WHOM IT CAN
LAWFULLY BE DISTRIBUTED
IMPORTANT: You must read the following before continuing. The following applies to the attached
preliminary listing particulars (the "Listing Particulars"), and you are therefore advised to read this carefully
before reading, accessing or making any other use of the Listing Particulars. In accessing the Listing Particulars,
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. If you have gained access to this transmission
contrary to any of the following restrictions, you are not authorised and will not be able to purchase any of the
securities described herein (the "Notes"). You acknowledge that this electronic transmission and the delivery
of the attached Listing Particulars is intended for you only and you agree you will not forward this electronic
transmission or the attached Listing Particulars to any other person. Any forwarding, distribution or
reproduction of this document in whole or in part is unauthorised. Failure to comply with the following
directives may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
The Listing Particulars have been prepared solely in connection with the proposed offering to certain
institutional and professional investors of the Notes. In particular, the Listing Particulars refer to certain events
as having occurred that have not occurred at the date it is made available but that are expected to occur prior to
approval of the Listing Particulars to be delivered in due course.
Investors should not subscribe for or purchase Notes except on the basis of information in the Listing
Particulars. Copies of the Listing Particulars will, following publication, be made available to the investors in
accordance with the applicable rules. Investors should note that it is intended that the Listing Particulars will
not be made available to the public.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") TO
OR FOR THE ACCOUNT OR BENEFIT OF A PERSON NOT KNOWN TO THE TRANSFEROR TO BE A
U.S. PERSON (AS DEFINED IN REGULATION S), BY PREARRANGEMENT OR OTHERWISE, OR
WITHIN THE UNITED STATES ONLY TO QIBs THAT ARE ALSO QPs IN RELIANCE ON THE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT, OR ANOTHER EXEMPTION
THEREFROM, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES.
Confirmation of your representation: In order to be eligible to view the Listing Particulars or make an
investment decision with respect to the Notes, investors must be (i) 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 or (ii) QIBs that are also QPs that are acquiring the Notes for their own account or the account
of another QIB that is also a QP. By accepting this e-mail and accessing the Listing Particulars, you shall be
deemed to have represented to us that: (1) (A) you and any customers you represent are not U.S. persons and/or
are not acting for the account or benefit of any U.S. persons and the electronic mail address that you gave us
and to which this e-mail has been delivered is not located in the U.S.; or (B) you are a QIB that is also a QP
acquiring the Notes for your own account and/or for another QIB that is also a QP; or (C) you are a Relevant

Person (as defined below) if in the United Kingdom or you are outside the United Kingdom and (2) you consent
to delivery of the Listing Particulars by electronic transmission.
The Listing Particulars may only be communicated or caused to be communicated to persons in the United
Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 (the "FSMA")
does not apply. In the United Kingdom, the Listing Particulars are being distributed to and are directed only at:
(i) people who have professional experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"),
or (ii) high net worth entities, and other persons to whom they may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order; and (iii) other persons to whom it may otherwise lawfully be communicated
under the Order (all such persons together referred to as "Relevant Persons"). Any investment or investment
activity to which the Listing Particulars relate is available only in the United Kingdom to Relevant Persons and
will be engaged in only with Relevant Persons.
Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs key information document has been prepared as the Notes will not
be made available to retail investors in the European Economic Area.
The Listing Particulars 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 licenced broker or dealer and the underwriters or any affiliate of the underwriters is a licenced 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 of the Notes in such jurisdiction.
The Listing Particulars are being 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 Private Joint Stock Company "VF Ukraine", VFU Funding PLC, J.P. Morgan Securities plc, Raiffeisen
Bank International AG, Dragon Capital (Cyprus) Limited and ICBC Standard Bank Plc nor any of their
respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between the
attached document distributed to you in electronic format and the hard copy version available to you on request.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your
own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of
a destructive nature.

U.S.$500,000,000
6.20 per cent. Loan Participation Notes due 2025
issued by, and with limited recourse to,
VFU Funding PLC
(incorporated under the laws of England)
for the sole purpose of financing a loan to
Private Joint Stock Company "VF Ukraine"
(incorporated under the laws of Ukraine)
Issue Price: 100 per cent.
VFU Funding PLC, a company incorporated as a public limited company under the laws of England (the "Issuer"), is issuing an aggregate principal amount of U.S.$500,000,000 6.20 per cent. Loan
Participation Notes due 2025 (the "Notes") for the sole purpose of financing a loan (the "Loan") to Private Joint Stock Company "VF Ukraine", a private joint stock company organised under the laws of
Ukraine (the "Company" or the "Borrower"), pursuant to a loan agreement dated 6 February 2020 (the "Loan Agreement") between the Issuer and the Borrower.
Pursuant to the trust deed (the "Trust Deed") relating to the Notes between the Issuer and BNY Mellon Corporate Trustee Services Limited, as trustee (the "Trustee"), the Issuer wil provide certain
security for al payment obligations in respect of the Notes for the benefit of the holders of Notes (the "Noteholders"), including a first fixed charge in favour of the Trustee of all amounts paid and payable
to it under the Loan Agreement and an assignment to the Trustee of the Issuer's rights and interests under the Loan Agreement, other than in respect of certain reserved rights (as more ful y described in
"Overview of the Transaction Structure and the Security"). Interest on the Loan wil be payable at a rate of 6.20 per cent. per annum (subject to increase to reflect any applicable Ukrainian Withholding
Tax (as defined in the Loan Agreement)) semi-annual y in arrear on the interest payment dates falling on 11 February and 11 August in each year, commencing on 11 August 2020, and the Notes wil bear
interest from, and including, 11 February 2020 and payable on such dates at the same rate.
The Notes are limited recourse obligations of the Issuer. In each case where amounts of principal, interest, premium (if any) and additional amounts (if any) are stated to be payable in respect of the Notes,
the funds available to the Issuer to meet its obligations to the Noteholders, on each date upon which such amounts of principal, interest, premium (if any) and additional amounts (if any) are due in respect
of the Notes, shal be equivalent to the sums of principal, interest, premium (if any) and additional amounts (if any) actual y received and retained (net of tax) by or for the account of the Issuer from the
Borrower pursuant to the Loan Agreement. Noteholders wil be deemed to have accepted and agreed that they wil be relying solely and exclusively on the credit and financial standing of the
Borrower in respect of the obligations of the Borrower under the Loan Agreement.
The Loan, and correspondingly the Notes, may be redeemed early at the option of the Company in certain circumstances, al as more fully described in "Loan Agreement" and "Terms and Conditions of
the Notes". The Issuer may (i) in limited circumstances, redeem the Notes in whole, but not in part, at any time, at the principal amount thereof, together with accrued and unpaid interest, if any, to the
date of redemption, in the event that it becomes unlawful for the Issuer to al ow the Loan to remain outstanding under the Loan Agreement or al ow the Notes to remain outstanding or for the Issuer to
maintain or give effect to any of its obligations in connection with the Loan Agreement and/or to charge or receive or to be paid interest at the rate then applicable to the Loan; (i ) at any time prior to 11
February 2022, fol owing the exercise by the Company of a related option to prepay the Loan under the Loan Agreement, on any one or more occasions, redeem up to 35 per cent. of the aggregate principal
amount of the Notes at a redemption price of 106.20 per cent. of the principal amount, plus accrued and unpaid interest (if any) to the redemption date, with the net cash proceeds of one or more Equity
Offerings (as defined in the Loan Agreement), provided that (a) at least 65 per cent. of the aggregate principal amount of the Notes (excluding Notes held by the Issuer, the Company, any member of the
Group or any of their respective Affiliates (as defined in the Loan Agreement)) remains outstanding immediately after the occurrence of such redemption and (b) the redemption occurs within 90 days of
the date of the closing of such Equity Offering; (i i) at any time prior to 11 February 2022, upon not less than 30 nor more than 60 days' notice, redeem the Notes at any time in whole but not in part at the
Make Whole Prepayment Amount (as defined in the Loan Agreement), and accrued and unpaid interest (if any) to the redemption date fol owing the exercise by the Company of a related option to prepay
the Loan under the Loan Agreement; (iv) at any time on or after 11 February 2022, redeem al or, from time to time, part of the Notes upon not less than 30 nor more than 60 days' notice to the Noteholders,
at the redemption prices (expressed as a percentage of the principal amount of the Notes) set forth in Condition 5(e) in "Terms and Conditions of the Notes", plus accrued and unpaid interest, if any, to
(but excluding) the applicable redemption date. The Notes are subject to redemption by the Issuer in whole, but not in part, upon giving notice to the Trustee and the Noteholders, at the principal amount
thereof, together with accrued and unpaid interest, if any, to (but excluding) the date fixed for redemption in the event the Loan should become repayable pursuant to Clause 5.2 of the Loan Agreement.
The Issuer will, at the option of any Noteholder, redeem any Notes held by such Noteholder on the occurrence of a Change of Control Put Event (as defined in the Loan Agreement), at 101 per cent. of
their principal amount, together with accrued and unpaid interest, if any, to the date of such early redemption. See Condition 5 (Redemption and Purchase).
AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 20.
The Notes and the Loan (together, the "Securities") have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act"), and, subject to certain exceptions, may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). The Notes may be offered and sold (i)
within the United States only to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the Securities Act ("Rule 144A"), that are also qualified purchasers ("QPs"), as defined in Section
2(a)(51) of the U.S. Investment Company Act of 1940 (the "Investment Company Act"), in reliance on the exemption from registration under Section 5 of the Securities Act provided by Rule 144A or
on another exemption therefrom (the "Rule 144A Notes") and (i ) to non-U.S. persons in offshore transactions as defined in and in reliance on Regulation S (the "Regulation S Notes"). The Issuer has
not been and will not be registered under the Investment Company Act. Prospective purchasers are hereby notified that sel ers of the Rule 144A Notes may be relying on the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and this distribution of the Listing Particulars
(as defined below), see "Subscription and Sale" and "Transfer Restrictions".
These listing particulars (the "Listing Particulars") have been prepared for the purposes of providing disclosure information with regard to the Notes to be admitted to the Official List of the Irish Stock
Exchange plc (trading as Euronext Dublin) (the "Official List") and trading on its Global Exchange Market (the "Global Exchange Market"). The Global Exchange Market is not a regulated market for
the purposes of Directive 2014/65/EU ("MiFID II"). These Listing Particulars constitute listing particulars in respect of the admission of the Notes and do not constitute a prospectus for the purposes of
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Application has been made for these Listing Particulars to be approved by the Irish Stock Exchange plc (trading as Euronext Dublin)
("Euronext Dublin") and the Notes to be admitted to the Official List and trading on the Global Exchange Market.
It is expected that the Notes wil be rated "B" by Fitch Ratings CIS Ltd ("Fitch") and "B" by Standard & Poor's Credit Market Services Europe Ltd ("Standard and Poor's"). A rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Fitch and Standard and Poor's are established in the
European Union and are registered under the Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such, Fitch and Standard and Poor's are included in the list of credit rating agencies
published by the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation.
The Notes will be offered and sold in the minimum denomination of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Regulation S Notes will initially be represented by interests
in a global note certificate in registered form (the "Regulation S Global Note Certificate"), without interest coupons, which will be deposited with a common depositary for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"), and registered in the name of a nominee for such common depositary, on or about 11 February 2020 (the "Issue Date").
The Rule 144A Notes will initially be represented by interests in a global note certificate in registered form (the "Rule 144A Global Note Certificate" and, together with the Regulation S Global Note
Certificate, the "Global Note Certificates"), which will be registered in the name of Cede & Co., as nominee of, and deposited with a custodian for, The Depository Trust Company ("DTC") on or about
the Issue Date. Beneficial interests in the Global Note Certificates will be shown on, and transfers thereof will be effected only through records maintained by, DTC, Euroclear or Clearstream, Luxembourg
(as the case may be) and their respective participants. See "Clearing and Settlement". Individual note certificates in registered form will only be available in certain limited circumstances as described
herein.
The Issuer wil use the proceeds received from the issue and sale of the Notes for the sole purpose of making the Loan. The Company intends to use the proceeds of the Loan as described under "Use of
Proceeds".

Sole Global Coordinator, Bookrunner and Joint Lead Manager
J.P. Morgan
Bookrunner and Joint Lead Manager
Raiffeisen Bank International AG
Joint Lead Managers
Dragon Capital
ICBC Standard Bank
Listing Particulars dated 6 February 2020

IMPORTANT INFORMATION ABOUT THESE LISTING PARTICULARS
These Listing Particulars do not comprise a prospectus for the purposes of the Prospectus Regulation and
constitute listing particulars for the purpose of giving information with regard to the Issuer, the Company, and
the Company and its subsidiaries taken as a whole (the "Group") which, according to the particular nature of
the Issuer, the Company, the Group, the Notes and the Loan, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer,
the Company and the Group and of the rights attaching to the Notes.
Each of the Issuer and the Company (whose registered offices are set out on the penultimate page of these
Listing Particulars) accepts responsibility for the information contained in these Listing Particulars. To the best
of the knowledge of each of the Issuer and the Company (each of whom has taken all reasonable care to ensure
that such is the case), the information contained in these Listing Particulars is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The Issuer in respect of itself and the Company (other than in respect of the Issuer), having made all reasonable
enquiries, confirm that (i) these Listing Particulars contain all information with respect to the Issuer, the
Company, the Group, the Notes and the Loan that is material in the context of the issue and offering of the
Notes; (ii) the statements contained in these Listing Particulars relating to the Issuer, the Group and the
Company, are in every material respect true and accurate and are not misleading; (iii) the opinions, expectations
and intentions expressed in these Listing Particulars with regard to the Issuer, the Company and the Group, are
honestly held, have been reached after considering all relevant circumstances and are based on reasonable
assumptions; (iv) there are no other facts with respect to the Issuer, the Company, the Group, the Notes or the
Loan the omission of which would, in the context of the issue and offering of the Notes, make any statement in
these Listing Particulars misleading in any material respect; and (v) all reasonable enquiries have been made
by the Company to ascertain such facts and to verify the accuracy of all such information and statements. The
Issuer and the Company accept responsibility accordingly.
These Listing Particulars do not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Company, the Joint Lead Managers (as defined in "Subscription and Sale") or the Trustee to subscribe for or
purchase any Notes in any jurisdiction where it is unlawful to make such an offer or invitation. The distribution
of these Listing Particulars and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession these Listing Particulars come are required by the Issuer, the Company, the Joint
Lead Managers and the Trustee to inform themselves about and to observe any such restrictions. For a
description of certain further restrictions on offers and sales of Notes and distribution of these Listing
Particulars, see "Subscription and Sale" and "Transfer Restrictions".
No person is authorised to provide any information or to make any representation not contained in these Listing
Particulars and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer, the Company, the Joint Lead Managers or the Trustee. The delivery of
these Listing Particulars at any time does not imply that the information contained in it is correct as at any time
subsequent to its date. Neither the delivery of these Listing Particulars nor the offering, sale or delivery of any
Note shall in any circumstances create any implication that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the
Company since the date of these Listing Particulars.
None of the Issuer, the Company, the Joint Lead Managers, the Trustee or any of their respective representatives
or affiliates makes any representation to any offeree or purchaser of the Notes offered hereby regarding the
legality of an investment by such offeree or purchaser under applicable legal, investment or similar laws. Each
investor should consult with its own advisers as to the legal, tax, business, financial and related aspects of the
purchase of the Notes.
i

Prospective purchasers must comply with all laws that apply to them in any place in which they buy, offer or
sell any Notes or possess these Listing Particulars. Any consents or approvals that are needed in order to
purchase any Notes must be obtained. The Issuer, the Company, the Joint Lead Managers and the Trustee are
not responsible for compliance with these legal requirements. The appropriate characterisation of the Notes
under various legal investment restrictions, and thus the ability of investors subject to these restrictions to
purchase the Notes, is subject to significant interpretative uncertainties. No representation or warranty is made
as to whether, or the extent to which, the Notes constitute a legal investment for investors whose investment
authority is subject to legal restrictions, and investors should consult their legal advisers regarding such matters.
In connection with the issue of the Notes, J.P. Morgan Securities plc (the "Stabilisation Manager") (or any
person acting on behalf of the Stabilisation Manager) may over-allot Notes or effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilisation Manager (or any person acting on behalf of the Stabilisation
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the Issue Date of the Notes and 60 days after the
date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) in accordance with all
applicable laws and rules.
The contents of the Company's website do not form any part of these Listing Particulars.
No representation or warranty, express or implied, is made by the Joint Lead Managers, the Trustee or any of
their respective affiliates or any person acting on their behalf as to the accuracy or completeness of the
information set forth in these Listing Particulars. Nothing contained in these Listing Particulars is, or shall be
relied upon as, a promise or representation, whether as to the past or the future.
Each person receiving these Listing Particulars acknowledges that such person has not relied on the Joint Lead
Managers, the Trustee or any of their respective affiliates or any person acting on their behalf in connection
with its investigation of the accuracy or completeness of such information or its investment decision. Each
person contemplating making an investment in the Notes from time to time must make its own investigation
and analysis of the creditworthiness of the Company and the Group and its own determination of the suitability
of any such investment, with particular reference to its own investment objectives and experience, and any other
factors which may be relevant to it in connection with such investment.
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
Prohibition of sales to EEA and the United Kingdom retail investors The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA") or in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
ii

information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the United
Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
SINGAPORE SFA PRODUCT CLASSIFICATION: In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies
all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets
products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
NOTICE TO UNITED KINGDOM RESIDENTS
In the United Kingdom, these Listing Particulars are being distributed only to and are directed only at (1)
persons who have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (2)
high net worth entities, and other persons to whom they may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order; and (3) other persons to whom it may otherwise lawfully be communicated under
the Order (all such persons together referred to as "Relevant Persons"). Any investment or investment activity
to which these Listing Particulars relates is available only in the United Kingdom to Relevant Persons and will
be engaged in only with Relevant Persons.
NOTICE TO PROSPECTIVE U.S. INVESTORS
THE NOTES AND THE LOAN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE
UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING
OF NOTES OR THE ACCURACY OR THE ADEQUACY OF THESE LISTING PARTICULARS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THIS OFFERING IS BEING MADE IN THE UNITED STATES IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT FOR AN OFFER AND SALE OF THE NOTES
WHICH DOES NOT INVOLVE A PUBLIC OFFERING. IN MAKING YOUR PURCHASE, YOU WILL BE
DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS AND
AGREEMENTS. SEE "SUBSCRIPTION AND SALE" AND "TRANSFER RESTRICTIONS".
AVAILABLE INFORMATION
The Issuer and the Company have agreed that, for so long as any Notes are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, they will, during any period in which they are neither
subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act")
nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of
such restricted securities or to any prospective purchaser of such restricted securities designated by such holder
or beneficial owner or to the Trustee for delivery to such holder, beneficial owner or prospective purchaser, in
each case upon the request of such holder, beneficial owner, prospective purchaser or the Trustee, the
information required to be provided by Rule 144A(d)(4) under the Securities Act.
iii

FORWARD-LOOKING STATEMENTS
These Listing Particulars contain "forward-looking statements" which relate, without limitation, to any of the
Company's or the Group's plans, objectives, goals, strategies, future events, future revenue or performance,
capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and
weaknesses, plans or goals relating to financial performance and future operations and development, business
strategy and the trends in the industry and the political and legal environment in which the Group operates and
other information that is not historical information. The words "anticipates", "estimates", "expects", "believes",
"intends", "plans", "may", "will", "should" and any similar expressions to identify forward-looking statements
may be used herein. Prospective purchasers of the Notes are cautioned that actual results could differ materially
from those anticipated in forward-looking statements. The forward-looking statements contained in these
Listing Particulars are largely based on the Group's expectations, which reflect estimates and assumptions made
by the Group's management. These estimates and assumptions reflect the Group's best judgement based on
currently known market conditions and other factors, some of which are discussed below. Although the Group
believes such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number
of risks and uncertainties that are beyond the Group's control. In addition, assumptions about future events may
prove to be inaccurate. The Group cautions prospective purchasers of the Notes that the forward-looking
statements contained in these Listing Particulars are not guarantees of outcomes of future performance and the
Group cannot assure any prospective purchasers of the Notes that such statements will be realised or the
forward-looking events and circumstances will occur.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and
specific, many of which are beyond the Group's control and risks exist that the predictions, forecasts,
projections and other forward-looking statements will not be achieved. These risks, uncertainties and other
factors include, among other things, those described in the section headed "Risk Factors", as well as those
included elsewhere in these Listing Particulars. Prospective purchasers of the Notes should be aware that a
number of important factors could cause actual results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking statements.
When relying on forward-looking statements, prospective purchasers of the Notes should carefully consider the
foregoing factors and other uncertainties and events, especially in light of the political, economic, social and
legal environment in which the Group operates. Such forward-looking statements speak only as of the date on
which they are made. Accordingly, the Group does not undertake any obligation to update or revise any of them,
whether as a result of new information, future events or otherwise. The Group does not make any representation,
warranty or prediction that the results anticipated by such forward-looking statements will be achieved and such
forward-looking statements represent, in each case, only one of many possible scenarios and should not be
viewed as the most likely or standard scenario. These cautionary statements qualify all forward-looking
statements attributable to the Group or persons acting on its behalf.
iv

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
Financial Information
The financial information (i) as of and for the years ended 31 December 2017 and 31 December 2018 set forth
herein, unless otherwise indicated, has been derived from the Group's audited consolidated financial statements
as of and for the years ended 31 December 2017 and 31 December 2018 as set forth on pages F-24 to F-105 in
these Listing Particulars (the "Annual Consolidated Financial Statements") and (ii) as of and for the nine
months ended 30 September 2019 set forth herein, unless otherwise indicated, has been derived from the
Group's unaudited condensed consolidated interim financial information as of and for the nine months ended
30 September 2019, as set forth on pages F-2 to F-23 in these Listing Particulars (the "Interim Consolidated
Financial Information" and together with the Annual Consolidated Financial Statements, the "Financial
Statements"). The Financial Statements have been prepared in accordance with International Financial
Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board. The Interim
Consolidated Financial Information has been prepared in accordance with International Accounting Standard
34 Interim Financial Reporting.
The Group adopted IFRS 16 Leases ("IFRS 16") from 1 January 2018, but has not restated comparatives for
the 2017 reporting period, as permitted under the specific transitional provisions. The adoption of IFRS 16 had
an impact on the reported assets, liabilities and income statement of the Group which affects comparability of
consolidated financial statements as of and for the years ended 31 December 2017 and 31 December 2018, In
particular, as a consequence of adopting IFRS 16, the Group's total assets and liabilities increased as the
associated right of use with leases, and the corresponding liability, previously treated as operating leases,
became recognised on the statement of financial position. In addition, operating lease expenses were replaced
with depreciation on the right of use asset and interest expense on the lease liabilities.
The Issuer is a special-purpose vehicle established to raise funds by the issuance of debt securities and to use
the proceeds of each such issuance to make loans to the Company. Since its date of incorporation, save as
disclosed herein, the Issuer has not commenced operations and no financial statements of the Issuer have been
prepared as of the date of these Listing Particulars. Following the offering, the Issuer's only material liabilities
will be its liabilities under the Notes, and its only material assets will be the Loan to the Company pursuant to
the Loan Agreement. For an overview of the Issuer, see "Description Of The Issuer".
Non-IFRS Information and other operating data
These Listing Particulars contain certain financial measures and alternative performance measures/metrics that
are not required by, defined or presented in accordance with IFRS, including the items listed below in this
section. Information regarding these measures is useful to the Group's business managers and may sometimes
be used by investors, securities analysts and other interested parties as a supplemental measure of performance
and liquidity. There are no generally accepted principles governing the calculation of these measures and the
criteria upon which these measures are based can vary from company to company. These measures, by
themselves, do not provide a sufficient basis to compare the Group's performance with that of similarly titled
measures of other companies and have limitations as analytical tools and should not be considered in isolation
or as a substitute for an analysis of the Group's performance and liquidity measures under IFRS. Furthermore,
these items are unaudited and therefore undue reliance should not be placed on them.
Non-IFRS measures (other than ARPU measures)
OIBDA and OIBDA Margin, Operating Free Cash Flow, Total Debt, Net Debt and Net Debt/OIBDA are widely
used by securities analysts, investors and other interested parties for evaluating the profitability and liquidity of
v

companies in the telecommunications industry. Therefore, Group management closely monitor the Group's
OIBDA and OIBDA Margin as key measures of the Group's financial performance. OIBDA eliminates potential
differences in performance caused by variations in capital structures (affecting net finance costs), tax positions,
the cost and age of tangible and intangible assets including leases (affecting depreciation expense and
amortization expenses). The purpose of operating free cash flow is to indicate the ongoing cash generation
within the control of the Group after taking account of necessary cash expenditures of maintaining the capital
and operating structure of the Group.
Net debt is an indicator of the Group's indebtedness, financial flexibility and capital structure. It indicates the
level of borrowings after taking account cash and cash equivalents within the Group's business that could be
used to pay down outstanding borrowings. The Group believes that the Pro forma Adjusted Total Debt to LTM
OIBDA, Pro forma Adjusted Net Debt to LTM OIBDA and Net Debt/OIBDA ratio are commonly used by
securities analysts, investors and other interested parties in the evaluation of a Group's leverage, which would
be expected to be more pertinent after consummation of the Offering.
The Group also presents its Last Twelve Months financial data ("LTM") for Revenue, OIBDA, OIBDA Margin,
Capital Expenditures, Operating Free Cash Flow and Profit for the Period. LTM is a useful indicator of the
Group's most recent performance and should indicate the Group's current trends that are not inappropriately
influenced or distorted by factors such as seasonality or brief market or economic downturns.
The Group calculates these measures and certain ratios relating to these measures as follows:

OIBDA by adding back depreciation and amortization, finance income and finance costs, currency
exchange gain or loss, and other non-operating expenses (income) and charges for income tax, to the
Group's consolidated profit for the period. Note that "Consolidated EBITDA", as calculated in
accordance with the definitions set out in the Loan Agreement, is identical to the Group's OIBDA for
the periods presented in these Listing Particulars.

OIBDA Margin is the ratio of OIBDA to the Group's total revenue.

Capital expenditures comprised of purchases of property, plant and equipment plus purchases of other
intangible assets (excl. costs to obtain contracts) plus the purchase of 4G licenses, if any.

Operating Free Cash Flow is represented by net cash flow from operating activities minus capital
expenditures.

Total Debt is the sum of Notes payables, related parties, borrowings and lease obligations, current and
non-current portions.

Net Debt is the Total Debt minus cash and cash equivalents.

LTM data is derived by subtracting the comparative figures for the nine months ended 30 September
2018 from the figures for the year ended 31 December 2018 and adding the figures for the nine months
ended 30 September 2019.

Net Debt/OIBDA ratio is calculated as Net debt as of the end of the relevant period divided by OIBDA
for the relevant period. The Loan Agreement includes a Consolidated Leverage Ratio which is equal to
Net Debt/OIBDA calculated below in these Listing Particulars.

Pro forma Adjusted Total Debt and Pro forma Adjusted Net Debt are calculated by adding financial
indebtedness of US$500 million incurred under the Loan in connection with the Offering to the amounts
of Total Debt and Net Debt, respectively, as at 30 September 2019, converted to UAH using NBU
exchange rate of UAH 24.08 set as at 30 September 2019. See "Capitalisation."
vi

None of these are measures of financial performance under IFRS; they are solely derived from management's
accounts and estimates and as such may not be comparable to similar titled measures used by other companies.
Therefore you should not consider the Group's reported OIBDA or OIBDA Margin and Operating Free Cash
Flow as substitutes for performance and liquidity measures reported in the Financial Statements. OIBDA and
Operating Free Cash Flow have limitations as analytical tools. Some of these limitations are:

they do not reflect the Group's cash expenditures or future requirements for capital expenditure or
contractual commitments;

they do not reflect changes in, or cash requirements for, the Group's working capital needs;

they do not reflect the significant interest expense, or the cash requirements necessary to service interest
or principal payments, on the Group's debt;

although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised
will often have to be replaced in the future, and OIBDA do not reflect any cash requirements for such
replacements; and

they are not adjusted for all cash and non-cash income or expense items that are reflected in the Group's
statements of cash flows.
ARPU measures
Throughout these Listing Particulars, a "subscriber" is considered to be a SIM-card that is held by an
organisation or individual over the course of any three-month period, inclusive within the reporting period, who
was not blocked at the end of that period, and whose SIM-card (i) showed traffic-generating activity or (ii)
accrued a balance for services rendered or (iii) was replenished or topped up.
The Group uses the term average revenue per user ("ARPU") to refer to the average revenue per subscriber, for
a period by dividing total revenue for such period (excluding VAT) by the average number of subscribers in that
period.
In the Group's ARPU calculations, individual customers using multiple SIM cards would appear as more than
one subscriber. Because the Group's definition of a subscriber and calculation approach to ARPU may differ
from other companies within the telecommunications industry, you should use caution in comparing the Group's
ARPU figures to other companies.
Additional note regarding financial measures and alternative performance metrics
Unless otherwise stated, non-IFRS information and other operating data provided in these Listing Particulars is
collected on a network-wide basis, which includes the Temporarily Occupied Territories. See also "Risk
Factors--Risks relating to the Group--The Group does not control its assets in the Temporarily Occupied
Territories".
Market and Industry Data
The Company extracted the market data used in these Listing Particulars from the Ukrainian National
Commission for the State Regulation of Communications and Informatization ("NCCIR"), internal surveys,
other industry sources and third party sources that the Company believes to be reliable and public information
currently available. The main sources for market information and foreign exchange data used in this these
vii