Press release

Empreno Has Urged United Group and BC Partners of the Risks Pursuing Acquisition of Vivacom Pending Final Judicial Determination of Ownership Dispute

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Empreno Ventures Ltd, the owner of 43.3% shareholding in V2 Investment Sarl (“V2”), the former sole parent and pledgor of Vivacom, has urged United Group and its majority shareholder BC Partners LLP of risks associated with the potential acquisition of the telecom operator from Viva Telecom (Luxembourg) SA (“Viva Luxembourg”) pending final judicial determination of the ownership dispute.

Empreno informed the potential buyers of the ongoing legal proceedings issued by Empreno and V2 against Viva Luxembourg, its shareholders, including VTB Capital Plc, a UK subsidiary of the Russian state-controlled VTB Bank, Mr. Spas Roussev and others, in the United Kingdom, Luxembourg, and the United States in connection with the sale of Vivacom by VTB to Viva Luxembourg in 2016. The relief sought under the recently brought Luxembourg proceedings includes the reversal of the 2016 sale. All other initial bidders refused to continue the acquisition negotiations following receipt of similar notifications from Empreno and V2. Empreno believes that the current sale process arranged by Viva Luxembourg is the final missing element of the unlawful scheme designed to monetise the outcome of the fraudulent activity by those responsible for illegal takeover of Vivacom pursuant to 2016 Transaction.

Dmitry Kosarev, owner of Empreno, says: “According to our source, United Group agreed to continue the acquisition discussions with Viva Luxembourg in reliance on the promise of VTB to stand fully behind the potential buyer of Vivacom and indemnify all litigation risks. The proposed deal with all risks remaining on VTB is not a commercial deal. VTB is selling the telecom operator to itself the second time for the last four years. There is no commercial purpose rather than to allow VTB bankers to realise their gain and leave VTB liable. We will extend our existing proceedings and bring new proceedings to reverse any potential Vivacom resale transaction and will include United Group and BC Partners as co-defendants in the relevant proceedings (currently ongoing in England, Luxembourg and the United States). The buyer will not be a bona fide purchaser and will not be able to resell Vivacom to any serious buyer on arm-length terms”.

Vivacom was sold in August 2016 by VTB Capital as a result of the auction completed in November 2015, which Empreno claims was sham, unlawful and fraudulent whereby Viva Luxembourg acquired Vivacom at a significant undervalue. Viva Luxembourg is linked to VTB and its bankers, including Milen and George Veltchevs, with VTB standing behind Mr. Spas Roussev, according to the pleadings of Empreno and V2 and the witness evidence revealed in the legal proceedings.

Contrary to the position of Viva Luxembourg and VTB, Empreno emphasises that no court of any jurisdiction has yet issued any judgment on the merits of the allegations that the auction was fraud and unlawful and that Vivacom was sold at a significant undervalue. The case management conference pursuant to the English proceedings is scheduled for March 2020, with trial to be held in 2020 or 2021; the first organisational court hearing pursuant to the Luxembourg proceedings is scheduled for July 2020.

Witness statements and related communications are available for review on Empreno website: https://www.emprenoventures.com/.