Filing Details

VEON LTD.

(formerly VimpelCom Ltd.)

(Name of Issuer)

Common Stock, nominal value US$ 0.001 per share

(Title of Class of Securities)

91822M106 (Common Stock)

(CUSIP Number)

Jonathan Muir

Vitalij Farafonov

Letterone Investment Holdings S.A.

1-3 Boulevard de la Foire

L-1528

Luxembourg

+3522638771

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 11, 2019

(Date of Event which Requires Filing of this Statement)

Item 1. Security and Issuer.

This Amendment No. 20 (this "Amendment") to the Statement on Schedule 13D (the "Schedule 13D") relates to the common stock, nominal value US$0.001 per share (the "Common Stock") of VEON Ltd. ("VEON"). The initial Schedule 13D, previously filed jointly by Altimo Coöperatief U.A., Eco Telecom Limited, Altimo Holdings & Investments Ltd., CTF Holdings Limited and Crown Finance Foundation on April 30, 2010, as amended, is hereby amended and supplemented with respect to the items set forth in this Amendment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The address of the principal executive office of VEON is Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands.

Item 2. Identity and Background.

This Amendment is being filed on behalf of each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"):

The Schedule 13D, as hereby amended, relates to the shares of Common Stock held for the account of L1T.  See Item 5.

L1T is a Luxembourg company (a société à responsabilité limitée), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of L1T is to function as a holding company. Current information concerning the identity and background of the directors and officers of L1T and persons controlling L1T is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

LCIS is a Luxembourg company (a société à responsabilité limitée), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of LCIS is to function as a holding company. LCIS is the sole shareholder of L1T and, in such capacity, may be deemed to be the beneficial owner of the Common Stock owned by L1T. Current information concerning the identity and background of the directors and officers of LCIS and persons controlling LCIS is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

LIHS is a Luxembourg company (a société anonyme), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of LIHS is to function as a holding company. LIHS is the sole shareholder of LCIS and, in such capacity, may be deemed to be the beneficial owner of the shares of Common Stock held for the account of L1T. Current information concerning the identity and background of the directors and officers of LIHS and persons controlling LIHS is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2, including those persons identified in Annex A, has been (a) convicted in a criminal proceeding or (b) a party to any civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following at the end thereof:

LIHS and its affiliates have engaged in an internal reorganization. As part of that reorganization, on September 11, 2019 all of the shares in L1T beneficially owned by LIHS (which constituted a controlling interest in L1T and the indirect ownership of the shares of Common Stock in VEON) were transferred to LCIS, a wholly owned subsidiary of LIHS. As part of the internal reorganization, no external funds were used.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:

On September 11, 2019, LIHS and its affiliates engaged in an internal reorganization, as a result of which LCIS became the sole shareholder of L1T (thereby constituting the controlling interest in L1T and acquiring  indirect ownership of the shares of Common Stock in VEON beneficially owned by L1T).

Except as described in this Item 4, none of the Reporting Persons has formulated any plans or proposals which relate to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

 (a)  L1T is the direct beneficial owner of 840,625,001 shares of Common Stock, representing approximately 47.85% of VEON's outstanding Common Stock and voting capital. Each of L1T, LCIS and LIHS may be deemed the beneficial owner of the 840,625,001 shares of Common Stock, representing approximately 47.85% of VEON's outstanding Common Stock and voting capital, held for the account of L1T.

To the best of the Reporting Persons' knowledge, the following persons listed in Annex A hold shares of VEON as follows: (1) Mr. David Gould is the beneficial owner of 100,000 shares of Common Stock; and (2) Mr. Vitalij Farafonov is the beneficial owner of 28,000 shares of Common Stock.

Neither the filing of this Amendment nor any of its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of VEON (other than as described in this Item 5(a)) for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.

The above calculated percentages are based on 1,756,731,135 shares of Common Stock outstanding as of March 1, 2019 as reported in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 14, 2019.

(b) Each of L1T, LCIS and LIHS may be deemed to have sole power to direct the voting and disposition of 840,625,001 shares of Common Stock held for the account of L1T.

(c) Other than as described in Item 4, to the best of the Reporting Persons' knowledge, there have been no transactions effected with respect to any Common Stock during the past 60 days by any of the persons named in response to Item 2.

(d) No Reporting Person knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.

Item 7. Material to be Filed as Exhibits.

The information in Item 7 of the Statement is hereby amended and supplemented as follows:

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this Amendment is true, complete and correct.

ANNEX A

L1T VIP Holdings S.à r.l.

L1T is a Luxembourg company (a société à responsabilité limitée), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of L1T is to function as a holding company.

During the past five years, L1T has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining L1T from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of L1T and their respective positions, principal occupation and business addresses are identified below:

To the best of L1T's knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Letterone Core Investments S.à r.l.

LCIS is a Luxembourg company (a société à responsabilité limitée), with its principal address at 1-3 Boulevard de la Foire, L-1528 Luxembourg. The principal business of LCIS is to function as a holding company.

During the past five years, LCIS has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining LCIS from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of LCIS and their respective positions, principal occupation and business addresses are identified below:

To the best of LCIS' knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Letterone Investment Holdings S.A.

LIHS is a Luxembourg company (a société anonyme), with its principal address at 1-3 Boulevard de la Foire, L-1528, Luxembourg. The principal business of LIHS is to function as a holding company.

During the past five years, LIHS has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining LIHS from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

The directors and executive officers of LIHS and their respective positions, principal occupation and business addresses are identified below:

To the best of LIHS's knowledge, during the past five years none of the individuals above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours) or (ii) a party to any judicial or administrative proceedings (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.