***Bharti Airtel International (Netherlands) B.V. announces expiration and results of its cash tender offer***

LONDON, Nov. 22, 2018 /PRNewswire/ -- Bharti Airtel International (Netherlands) B.V. (the "Company"), a subsidiary of Bharti Airtel Limited, today announced the expiration and results of its previously announced 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 (Rule 144A CUSIP/ISIN: 08861JAA7 / US08861JAA79; Regulation S CUSIP/ISIN: N1384FAA3 / USN1384FAA32) (the "Notes"). The Tender Offer was made pursuant to the Tender Offer Memorandum. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Tender Offer expired at 5:00 p.m. New York time, on November 21, 2018 (the "Expiration Time"). At the Expiration Time, valid tenders had been received with respect to US$994,885,000 principal amount of the Notes. At the Expiration Time, tender instructions with respect to US$11,781,000 principal amount of the Notes were received pursuant to the guaranteed delivery procedures described in the Tender Offer Memorandum). The General Conditions set out in "Conditions of the Tender Offer" in the Tender Offer Memorandum have been satisfied or otherwise waived by the Company, as the case may be.

The Company has accepted for payment all of the Notes validly tendered prior to the Expiration Time pursuant to the Tender Offer. In addition, the Company will accept any additional Notes properly tendered by means of the guaranteed delivery procedures provided on or before 5:00 p.m. New York time, November 26, 2018 (the "Guaranteed Delivery Deadline"). On November 27, 2018 (the "Payment Date"), the Company will pay such tendering noteholders the purchase price in the amount of US$985.00 per US$1,000 principal amount of Notes tendered and accepted for purchase, plus accrued and unpaid interest to, but not including, the Payment Date. Notes validly tendered pursuant to the guaranteed delivery procedures by the Guaranteed Delivery Deadline also will be settled on the Payment Date.

The Company will arrange for cancellation of all Notes validly tendered and accepted for purchase following purchase by the Company, and any Notes not validly tendered will remain outstanding and accrue interest in accordance with their terms. Following the cancellation of validly tendered Notes , between US$493,334,000 and US$505,115,000 principal amount of the Notes will remain outstanding (depending on the amount of Notes for which notice of guaranteed delivery has been made that are actually delivered by the Guaranteed Delivery Deadline).

The purpose of the Tender Offer was 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 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 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.

The Company 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; U.S. Toll-free: +1 (800) 438 3242; Collect U.S.: +1 (212) 528 7581; Email: [email protected], BNP Paribas at London: +44 20 7595 8668; Singapore: +65 6210 3321; Emails: [email protected]; [email protected], Merrill Lynch International at London: +44 207 996 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 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, 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; U.S. Toll Free: +1 (866) 796-7186; London: +44 20 7920 9700; and Hong Kong: +852 3953 7231 or by email at [email protected].

This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdictions in which such offer or solicitation is unlawful.

SOURCE Bharti Airtel International (Netherlands) B.V.