Filing Details
- Accession Number:
- 0001193125-19-300061
- Form Type:
- 13D Filing
- Publication Date:
- 2019-11-25 17:51:12
- Filed By:
- Telenor East Holding Ii As
- Company:
- Veon Ltd. (NASDAQ:VEON)
- Filing Date:
- 2019-11-26
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Telenor East Holding II AS | 0 | 0 | 0 | 0 | 0 | -0-% |
| Telenor Mobile Holding AS | 0 | 0 | 0 | 0 | 0 | -0-% |
| Telenor ASA | 0 | 0 | 0 | 0 | 0 | -0-% |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 43)*
VEON LTD.
(formerly VimpelCom Ltd.)
Common Shares, par value US$0.001 per share
(Title of Class of Securities)
91822M106**
(CUSIP Number)
** CUSIP number of American Depositary Shares listed on the NASDAQ Global Select Market.
The Common Shares are not publicly traded in the United States.
Gaute S. Gravir
Telenor ASA
Snarøyveien 30
N-1360 Fornebu, Norway
+47 99 47 50 76
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 22, 2019
(Date of Event which Requires Filing of this Statement)
Copy to:
N. Nell Scott
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN
United Kingdom
+44 20 7862 4600
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page will be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed filed for the purpose of Section 18 of the Securities Exchange of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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| CUSIP No. 91822M 10 6 (ADSs) |
| 1. | Name of Reporting Person:
Telenor East Holding II AS | I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 | ||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||||
| 3. | SEC Use Only:
| |||||||
| 4. | Source of Funds (See Instructions):
WC | |||||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
N/A | |||||||
| 6. | Citizenship or Place of Organization:
Norway | |||||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power:
-0- Common Shares | ||||||
| 8. | Shared Voting Power:
-0- | |||||||
| 9. | Sole Dispositive Power:
-0- Common Shares | |||||||
| 10. | Shared Dispositive Power:
-0- | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- Common Shares | |||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
| |||||||
| 13. | Percent of Class Represented by Amount in Row (11):
-0-% of the outstanding Common Shares | |||||||
| 14. | Type of Reporting Person (See Instructions):
CO | |||||||
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| CUSIP No. 91822M 10 6 (ADSs) |
| 1. | Name of Reporting Person:
Telenor Mobile Holding AS | I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 | ||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||||
| 3. | SEC Use Only:
| |||||||
| 4. | Source of Funds (See Instructions):
N/A | |||||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
N/A | |||||||
| 6. | Citizenship or Place of Organization:
Norway | |||||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power:
-0- Common Shares | ||||||
| 8. | Shared Voting Power:
-0- | |||||||
| 9. | Sole Dispositive Power:
-0- Common Shares | |||||||
| 10. | Shared Dispositive Power:
-0- | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- Common Shares | |||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
| |||||||
| 13. | Percent of Class Represented by Amount in Row (11):
-0-% of the outstanding Common Shares | |||||||
| 14. | Type of Reporting Person (See Instructions):
CO, HC | |||||||
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| CUSIP No. 91822M 10 6 (ADSs) |
| 1. | Name of Reporting Person:
Telenor ASA | I.R.S. Identification Nos. of above persons (entities only):
98-0387714 | ||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒
| |||||||
| 3. | SEC Use Only:
| |||||||
| 4. | Source of Funds (See Instructions):
WC | |||||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
N/A | |||||||
| 6. | Citizenship or Place of Organization:
Norway | |||||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power:
-0- Common Shares | ||||||
| 8. | Shared Voting Power:
-0- | |||||||
| 9. | Sole Dispositive Power:
-0- Common Shares | |||||||
| 10. | Shared Dispositive Power:
-0- | |||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- Common Shares | |||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
| |||||||
| 13. | Percent of Class Represented by Amount in Row (11):
-0-% of the outstanding Common Shares | |||||||
| 14. | Type of Reporting Person (See Instructions):
CO, HC | |||||||
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TABLE OF CONTENTS
| 6 | ||||
| 6 | ||||
| 12 | ||||
| 13 | ||||
| 14 | ||||
| 14 | ||||
| 14 | ||||
| 15 |
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SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No. 43 (this Amendment) to the statement on Schedule 13D (as amended by this Amendment, this Statement) relates to the common shares, par value US$0.001 per share (the Common Shares), of VEON Ltd. (formerly VimpelCom Ltd.) a company organized under the laws of Bermuda. The principal business address of VEON Ltd. is Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands, and its business telephone number is +31 20 797 7200.
Except as provided herein, this Amendment does not modify any of the information previously reported in this Statement.
Item 2. Identity and Background
This Statement is being filed jointly by Telenor East Holding II AS (referred to herein as Telenor East Holding), Telenor Mobile Holding AS (referred to herein as Telenor Mobile Holding) and Telenor ASA (collectively, the Reporting Persons).
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TELENOR EAST HOLDING II AS
| (a) | Telenor East Holding II AS, a corporation formed under the laws of Norway. |
| (b) | Snarøyveien 30 |
N-1360 Fornebu
Norway
| (c) | Telenor East Holding is engaged principally in the business of investing in the telecommunications industry outside of Norway. |
| (d) | During the last five years, Telenor East Holding has not been convicted in a criminal proceeding. |
| (e) | During the last five years, Telenor East Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Holding 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. |
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST HOLDING II AS
(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor East Holding. The business address of each of such persons is Telenor East Holding II AS, c/o Telenor ASA, Snarøyveien 30, N-1360 Fornebu, Norway.
DIRECTORS OF TELENOR EAST HOLDING II AS
| Name and Residential Address | Citizenship | Present Principal Occupation | ||
| Henning Thronsen (Oslo, Norway) | Norway | Chair of the Board of Telenor East Holding; Head of Project and Corporate Finance, Group Treasury, Telenor ASA | ||
| Frode Borhaug (Høvik, Norway) | Norway | Head of Funding, Telenor ASA | ||
| Gaute S. Gravir (Oslo, Norway) | Norway | Attorney-at-law, Group Legal of Telenor ASA | ||
|
EXECUTIVE OFFICERS OF TELENOR EAST HOLDING II AS
| ||||
| Name and Residential Address | Citizenship | Present Principal Occupation | ||
| None | ||||
(d) During the last five years, none of the above executive officers and directors of Telenor East Holding has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor East Holding was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Holding 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.
TELENOR MOBILE HOLDING AS
| (a) | Telenor Mobile Holding AS, a corporation formed under the laws of Norway. |
| (b) | Snarøyveien 30 |
N-1360 Fornebu
Norway
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(c) Telenor Mobile Holding is engaged principally in the development of and investment in the field of telecommunications through direct and indirect ownership of companies and entering into agreements relating to telecommunications.
(d) During the last five years, Telenor Mobile Holding has not been convicted in a criminal proceeding.
(e) During the last five years, Telenor Mobile Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding 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.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE HOLDING AS
(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor Mobile Holding. The business address of the directors and executive officers is Telenor Mobile Holding, c/o Telenor ASA, Snarøyveien 30, N-1360 Fornebu, Norway.
DIRECTORS OF TELENOR MOBILE HOLDING AS
| Name and Residential Address | Citizenship | Present Principal Occupation | ||
| Jørgen C. Arentz Rostrup (Oslo, Norway) | Norway | Executive Vice President and Chief Financial Officer of Telenor ASA; Chair of the Board of Telenor Mobile Holding | ||
| Siri Birgitte Bang Berge (Oslo, Norway) | Norway | Senior Vice President Group Legal and General Counsel of Telenor ASA | ||
| Kristine Jensen (Oslo, Norway) | Norway | Director Controlling, Group Finance of Telenor ASA | ||
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EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS
| Name and Residential Address | Citizenship | Present Principal Occupation | ||
| Håvard Naustdal (Sandvika, Norway) | Norway | Chief Executive Offier of Telenor Mobile Holding | ||
(d) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director 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.
TELENOR ASA
| (a) | Telenor ASA, a corporation formed under the laws of Norway. |
| (b) | Snarøyveien 30 |
N-1360 Fornebu
Norway
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(c) Telenor ASA is engaged principally in the business of production and supply of services in the fields of telecommunications, data services and media distribution.
(d) During the last five years, Telenor ASA has not been convicted in a criminal proceeding.
(e) During the last five years, Telenor ASA was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor ASA 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.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA
(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor ASA. The business address of each of such persons is c/o Telenor ASA, Snarøyveien 30, N-1360 Fornebu, Norway.
DIRECTORS OF TELENOR ASA
| Name and Residential Address | Citizenship | Present Principal Occupation | ||
| Gunn Wærsted (Oslo, Norway) | Norway | Chair of the Board of Telenor ASA; Chair of the Board of Petoro AS; Member of the Boards of Nationwide (UK), Fidelity International (FIL) and Saferoad Holdings AS | ||
| Jørgen Kildahl (Einsiedeln, Switzerland) | Norway | Vice Chair of the Board of Telenor ASA; Member of the Boards of Höegh LNG, Nysäter Wind AB, Ørsted and ALPIQ AG | ||
| Jacob Aqraou (Engleberg, Switzerland) | Denmark | Member of the Board of Wallapop | ||
| Jon Erik Reinhardsen (Oslo, Norway) | Norway | Chair of the Board of Equinor ASA; Member of the Boards of Awilhelmsen Management AS and Oceaneering International, Inc. | ||
| Sally Davis (London, England) | United Kingdom | Member of the Boards of Arqiva Group Limited and Chair of the Board of the charity Leonard Cheshire | ||
| Grethe Viksaas (Oslo, Norway) | Norway | Chair of the Board of Norsk Regnesentral; Member of the Boards of PoLight ASA and Crayon | ||
| Anita Helen Steine (Asker, Norway) | Norway | Employee Representative | ||
| Jan Otto Eriksen (Oslo, Norway) | Norway | Employee Representative; Union Representative for Tekna in Telenor in Norway | ||
| Esben Smistad (Oslo, Norway) | Norway | Employee Representative; Member of the national executive board of the Norwegian Electrician and IT workers union; Chair of the ICT-branch and convener of Electrician and IT workers union in Telenor | ||
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EXECUTIVE OFFICERS OF TELENOR ASA
| Name and Residential Address | Citizenship | Present Principal Occupation | ||
| Sigve Brekke (Oslo, Norway) | Norway | President and Chief Executive Officer of Telenor ASA | ||
| Jørgen C. Arentz Rostrup (Oslo, Norway) | Norway | Executive Vice President and Chief Financial Officer of Telenor ASA | ||
| Ruza Sabanovic (Oslo, Norway) | Montenegro | Executive Vice President and Head of Technologies and Services of Telenor ASA | ||
| Albern Murty (Malaysia) | Malaysia | Executive Vice President Developed Asia Cluster of Telenor ASA and Chief Executive Officer of Digi.Com Berhad | ||
| Cecilie Blydt Heuch (Bærum, Norway) | Norway | Executive Vice President and Chief People Officer of Telenor ASA; Member of the Board of Fred Olsen Energy | ||
| Anne Kvam (Oslo, Norway) | Norway | Executive Vice President and Chief Corporate Affairs Officer of Telenor ASA | ||
| Lars Thomsen (Haslev, Denmark) | Denmark | Acting Executive Vice President and Chief Marketing Officer of Telenor ASA; Senior Vice President, IoT Telenor Group | ||
| Ifran Wahab Khan (Islamabad, Pakistan) | UK/Pakistan | Executive Vice President, Emerging Asia Cluster, and Chief Executive Officer of Telenor Pakistan; Member of the Boards of Telenor Microfinance Bank, Telenor Pakistan, Grameenphone and Telenor Myanmar | ||
| Petter-Børre Furberg | Norway | Executive Vice President and Chief Executive Officer of Telenor Norway | ||
| Jukka Leinonen | Finland | Executive Vice President Nordic Cluster and Chief Executive Officer of DNA, Finland; Chair of the Board of the Finnish Information and Communications Association | ||
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(d) During the last five years, none of the above executive officers and directors of Telenor ASA has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor ASA has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director 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
Not applicable.
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Item 4. Purpose of the Transaction
On November 22, 2019, Telenor East Holding sold 156,703,840 Common Shares, in the form of American Depositary Shares, to Citigroup Global Markets at a price per share of USD 2.31, representing all of Telenor East Holdings remaining interest in VEON Ltd. The sale resulted in net proceeds to Telenor East Holding of approximately USD 362 million. This transaction represents approximately 8.9% of the total outstanding Common Shares and Telenor East Holdings final exit from VEON Ltd.
Except as described in this Statement, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the events set forth in paragraphs (a) through (j) of Item 4.
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Item 5. Interest in Securities of the Issuer
(a)-(b)
On completion of the sale described in Item 2 of this Statement, Telenor East Holding will have fully divested its remaining holding of Common Shares (in the form of American Depositary Shares).
To the best of each Reporting Persons knowledge, none of the individuals named in Item 2 of this Statement is, or may be deemed to be, the beneficial owner of any securities of VEON Ltd.
Neither the filing of this Statement 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 Ltd. for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purposes.
(c) None of the Reporting Persons or, to the best of each Reporting Persons knowledge, none of the persons identified in Item 2 of this Statement, has engaged in any transactions in the securities of VEON Ltd. during the past 60 days.
(d) Other than the Reporting Persons, to the best of each Reporting Persons knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares held by Telenor East Holding.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Except for the matters disclosed in this Statement, none of the Reporting Persons, and to the best of each Reporting Persons knowledge, none of the individuals named in Item 2 hereof has entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of VEON Ltd., including, but not limited to, transfer or voting of any securities, finders fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
99.1 Oslo Børs announcement of Telenor ASA, dated November 22, 2019.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct and that such Statement, as amended hereby, is true, complete and correct.
Dated: November 25, 2019
| TELENOR EAST HOLDING II AS | ||||
| By | /s/ Gaute S. Gravir | |||
| Name: | Gaute S. Gravir | |||
| Title: | Attorney-in-fact | |||
| TELENOR MOBILE HOLDING AS | ||||
| By | /s/ Gaute S. Gravir | |||
| Name: | Gaute S. Gravir | |||
| Title: | Attorney-in-fact | |||
| TELENOR ASA | ||||
| By | /s/ Gaute S. Gravir | |||
| Name: | Gaute S. Gravir | |||
| Title: | Attorney-in-fact | |||