*** Bharti Airtel International (Netherlands) B.V. commences cash tender offer ***

LONDON, Nov. 9, 2018 /PRNewswire/ -- Bharti Airtel International (Netherlands) B.V. (the "Company"), a subsidiary of Bharti Airtel Limited, today announced that it has commenced a tender offer to purchase for cash (the "Tender Offer") any and all of its outstanding US$1,500,000,000 5.125% Guaranteed Senior Notes due 2023 (the "Notes"). The Tender Offer is being made pursuant to a Tender Offer Memorandum, dated November 9, 2018 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The purpose of the Tender Offer is for the Company to proactively manage its capital structure, reduce gross debt and leverage by acquiring the Notes funded out of equity proceeds and also provide liquidity to Noteholders at a premium to the market.

The Bharti Airtel Limited group continues to execute on its intent to deleverage and pursue its strategies towards that end. In line with this, it has been actively exploring various equity driven initiatives, including those previously announced regarding its Africa business, so as to proactively manage its balance sheet and capital structure to align them to the group's core conservative philosophy.

Accordingly, the Company's parent, Airtel Africa Ltd, a U.K. incorporated subsidiary of Bharti Airtel Limited, recently made a successful primary equity issuance of US$1.25 billion to six leading global investors comprising Warburg Pincus, Temasek, Singtel, SoftBank Group and others. The proceeds of this equity issuance are intended to be used to reduce Airtel Africa's existing debt of approximately US$5 billion on the date of the announcement.

The proceeds of this equity issuance are now fully realized and available as cash. The Company also carries organic cash on its balance sheet. The Company wishes to utilize the proceeds of this equity issuance and the cash available to it to reduce its existing debt by offering to purchase 'any and all' of the Notes pursuant to the Tender Offer. Via the Tender Offer, the Company is also providing liquidity to the Noteholders at a specified premium over the market price at launch.

The Tender Offer is in addition to the previously announced tender offer cum repayment of EUR 1 billion 4.000% notes maturing December 2018, for which funding has been drawn and available as cash with the Company.

Summary of the Tender Offer

Title of Securities: US$1,500,000,000 5.125% Guaranteed Senior Notes due 2023
CUSIP / ISIN: Rule 144A: 08861JAA7 / US08861JAA79; Regulation S: N1384FAA3 / USN1384FAA32
Outstanding Principal Amount: US$1,500,000,000
Consideration: US$985.00 per US$1,000, plus accrued and unpaid interest
Amount subject to the Tender Offer: Any and all

The Tender Offer will expire at 5:00 p.m., New York time, on November 21, 2018, unless extended or earlier terminated as described in the Tender Offer Memorandum (such time and date, as they may be extended, the "Expiration Time").

Holders of Notes who validly tender (and do not validly withdraw) their Notes at or prior to the Expiration Time, or who deliver to the Information Agent and Tender Agent a properly completed and duly executed Notice of Guaranteed Delivery in accordance with the instructions described in the Tender Offer Memorandum prior to the Expiration Time, will receive in cash US$985.00 per US$1,000 principal amount of Notes validly tendered and accepted for purchase by the Company, plus accrued and unpaid interest to, but not including, the payment date, which is expected to be November 27, 2018 (the "Payment Date"). Notes tendered pursuant to the guaranteed delivery procedures also will be settled on the Payment Date.

The Tender Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Tender Offer Memorandum.

Tendered Notes may be withdrawn at any time at or prior to the Expiration Time so long as they are validly withdrawn in accordance with the procedures set forth in the Tender Offer Memorandum.

The Company has engaged Barclays Bank PLC, BNP Paribas, Merrill Lynch International and Standard Chartered Bank (the "Joint Dealer Managers") to serve as dealer managers for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact Barclays Bank PLC at Hong Kong: + 852 2903 3266; London: +44 20 3134 8515; US Toll-free: +1 (800) 438 3242; Collect US: +1 (212) 528 7581; Email: [email protected], BNP Paribas at London: +44 20 7595 8668; Singapore: +65 6210 3321; Emails: [email protected]; [email protected], BofA Merrill Lynch at London: +44 20 7996 5420; Hong Kong: +852 3508 3514; Email: [email protected] and Standard Chartered Bank at Singapore: +65 6557 8286; London: +44 20 7885 5739; U.S.: +1 (212) 667-0351; Email: [email protected].

The Company has appointed D.F. King to serve as the Information and Tender Agent for the Tender Offer. Questions regarding the Tender Offer should be directed to D.F. King at the contact details provided. Documents for the Tender Offer, including the Tender Offer Memorandum and the Notice of Guaranteed Delivery, are available at https://sites.dfkingltd.com/bharti/ and may also be obtained by contacting D.F. King by telephone at New York: +1 (212) 269 5550; Toll Free: +1 (866) 796 7186; London: +44 20 7920 9700 and Hong Kong: +852 3953 7231 or by email at [email protected].

The Tender Offer is being made solely pursuant to, and will be governed by, the Tender Offer Memorandum.

No offer or invitation to acquire or exchange any Notes is being made pursuant to this announcement. The Tender Offer Memorandum contains important information, which must be read carefully before any decision is made with respect to the Tender Offer.

SOURCE Bharti Airtel International (Netherlands) B.V.