SC 13D/A 1 u11571sc13dza.htm SC 13D/A sc13dza
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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. 15)*
VIMPELCOM LTD.
(Name of Issuer)
Common Shares, par value US$0.001 per share
 
(Title of Class of Securities)
92719A 10 6**
 
(CUSIP Number)
**CUSIP number of American Depositary Shares listed on the New York Stock Exchange. The Common
Shares are not publicly traded.
Bjørn Hogstad
Telenor ASA
Snarøyveien 30
N-1331 Fornebu, Norway
47-67-89-2547
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2011
 
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter O’Driscoll
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN
England
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. o
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 person’s 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. 92719A 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) o  
    (b) þ  
  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): o
N/A
  6. Citizenship or Place of Organization:
Norway
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
515,578,840
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
515,578,840
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
515,578,840
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
31.7% of the outstanding Common Shares (25.0% of the outstanding voting shares)
  14.Type of Reporting Person (See Instructions):
CO

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CUSIP No. 92719A 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) o  
    (b) þ  
  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): o
N/A
  6. Citizenship or Place of Organization:
Norway
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
515,578,840(1)
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
515,578,840(1)
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
515,578,840(1)
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
31.7% of the outstanding Common Shares (25.0% of the outstanding voting shares)
  14.Type of Reporting Person (See Instructions):
CO, HC

(1)    The Reporting Person disclaims beneficial ownership of all such securities

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CUSIP No. 92719A 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) o  
    (b) þ  
  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): o
N/A
  6. Citizenship or Place of Organization:
Norway
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
515,578,840
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
515,578,840
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
515,578,840
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
31.7% of the outstanding Common Shares (25.0% of the outstanding voting shares)
  14.Type of Reporting Person (See Instructions):
CO, HC

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CUSIP No. 92719A 10 6 (ADSs)
  1. Name of Reporting Person:
Telenor Mobile Communications 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) o  
    (b) þ  
  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): o
N/A
  6. Citizenship or Place of Organization:
Norway
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
-0-
  14.Type of Reporting Person (See Instructions):
CO

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CUSIP No. 92719A 10 6 (ADSs)
  1. Name of Reporting Person:
Telenor East Invest 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) o  
    (b) þ  
  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): o
N/A
  6. Citizenship or Place of Organization:
Norway
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
-0-
  14.Type of Reporting Person (See Instructions):
CO

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Item 1. Security and Issuer
Item 2. Identity and Background
Item 4. Purpose of the Transaction
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
SIGNATURES

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SCHEDULE 13D
Item 1. Security and Issuer
     This Amendment No. 15 (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 VimpelCom Ltd., a company organized under the laws of Bermuda. The principal business address of VimpelCom Ltd. is Claude Debussylaan 15, 1082 MC, 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 previouly 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”), Telenor ASA, Telenor Mobile Communications AS (referred to herein as “Telenor Mobile”) and Telenor East Invest AS (referred to herein as “Telenor East,” and together with Telenor East Holding, Telenor Mobile Holding, Telenor ASA and Telenor Mobile, 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-1331 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 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-1331 Fornebu, Norway.
     DIRECTORS OF TELENOR EAST HOLDING II AS
         
Name and Residential Address   Citizenship   Present Principal Occupation
Jan Edvard Thygesen
(Nesbru, Norway)
  Norway   Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; Member of the Board of Telenor East; and Member of the Board of VimpelCom Ltd.
 
        
Bjørn Magnus Kopperud
(Drammen, Norway)
  Norway   Deputy Head of Telenor Central and Eastern Europe
 
        
Bjørn Hogstad
(Oslo, Norway)
  Norway   Attorney, Group Legal, Telenor ASA; Member of the Board of Telenor East
     EXECUTIVE OFFICERS OF TELENOR EAST HOLDING II AS
         
Name and Residential Address   Citizenship   Present Principal Occupation
Bjørn Hogstad
(Oslo, Norway)
  Norway   Managing Director of Telenor East Holding; Attorney, Group Legal, Telenor ASA; Member of the Board of Telenor East
     (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 — 1331 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
     (f)      (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 — 1331 Fornebu, Norway.
     DIRECTORS OF TELENOR MOBILE HOLDING AS
         
Name and Residential Address   Citizenship   Present Principal Occupation
 
        
Jon Fredrik Baksaas
(Sandvika, Norway)
  Norway   President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.
 
        
Jan Edvard Thygesen
(Nesbru, Norway)
  Norway   Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.
 
        
Berit Svendsen
(Oslo, Norway)
  Norway   Executive Vice President and Head of Telenor Norway

 

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Name and Residential Address   Citizenship   Present Principal Occupation
 
        
Morten Fallstein
(Oslo, Norway)
  Norway   Employee Representative
 
        
Roger Rønning
(Oslo, Norway)
  Norway   Employee Representative
 
        
Helge Enger
(Oslo, Norway)
  Norway   Employee Representative
 
        
EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS
         
Name and Residential Address   Citizenship   Present Principal Occupation
 
        
Jon Fredrik Baksaas
(Sandvika, Norway)
  Norway   President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.
     (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 — 1331 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 — 1331 Fornebu, Norway.
     DIRECTORS OF TELENOR ASA
         
Name and Residential Address   Citizenship   Present Principal Occupation
 
        
Harald Johan Norvik
(Nesoddangen, Norway)
  Norway   Strategic Advisor at Econ Pöyry; Chairman of the Boards of H.Aschehoug & Co and Midelfart Sonesson AB; Member of the Boards of ConocoPhillips, Petroleum Geo-Services ASA and OCAS AS; and Chairman of the Board of Telenor ASA
 
        
Barbara Rose Milian Thoralfsson
(Stabekk, Norway)
  USA   Director at Fleming Invest AS; Member of the Boards of Electrolux AB, Svenska Cellulosa Aktiebolaget SCA AB, Storebrand ASA, Fleming Invest AS, Stokke AS, Tandberg ASA and Norfolier AS
 
        
Kjersti Kleven
(Ulsteinvik, Norway)
  Norway   Joint-owner of John Kleven AS and Chairman of the Board of Kleven Maritime AS; Member of the Board of Directors of Ekornes ASA and Jebsens Rederi AS
 
        
Hallvard Bakke
(Oslo, Norway)
  Norway   Chairman of Carte Blanche AS
 
        
Frank Dangeard
(Paris, France)
  France   Managing Partner of Haircourt France
 
        
Dag Jakob Opedal
(Olso, Norway)
  Norway   Executive Management Group
Director of Norges Gruppen

 

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Name and Residential Address   Citizenship   Present Principal Occupation
 
        
Liselott Kilaas
(Oslo, Norway)
  Norway   Managing Director of Aleris ASA; and Member of the Boards of the Central Bank of Norway, IM Skaugen AS and Adresseavisen
 
        
Dr. Burckhard Bergmann
(Essen, Germany)
  Germany   Member of the Boards of Allianz Lebensversicherungs AG, MAN Ferrostaal AG, Gazprom, NordStream, E.ON Energie AG, Accumulatorenwerke Hoppecke and Jaeger Beteiligungsgesellschaft mbH & Co KG
 
        
Bjørn Andre Anderssen
(Gol, Norway)
  Norway   Employee Representative
 
        
Harald Stavn
(Kongsberg, Norway)
  Norway   Employee Representative
 
        
Brit Østby Fredriksen
(Drøbak, Norway)
  Norway   Employee Representative
 
        
      EXECUTIVE OFFICERS OF TELENOR ASA
         
Name and Residential Address   Citizenship   Present Principal Occupation
 
        
Jon Fredrik Baksaas
(Sandvika, Norway)
  Norway   President and Chief Executive Officer of Telenor ASA; Chairman of the Board of Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd.
 
        
Richard Olav Aa
(Ruglandveien, Norway)
  Norway   Executive Vice President and Chief Financial Officer of Telenor ASA
 
        
Sigve Brekke
(Bangkok, Thailand)
  Norway   Executive Vice President of Telenor ASA and Head of Telenor in Asia
 
        
Jan Edvard Thygesen
(Nesbru, Norway)
  Norway   Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.
 
        
Morten Karlsen Sørby
(Hammaro, Sweden)
  Norway   Executive Vice President of Telenor ASA and Head of Corporate Development
 
        
Kristin Skogen Lund
(Oslo, Norway)
  Norway   Executive Vice President and Head of Telenor Nordic Operations
 
        
Oddvar Hesjedal
(Bærum, Norway)
  Norway   Executive Vice President and Head of Group People Development of Telenor ASA
 
        
Hilde M. Tonne
(Oslo, Norway)
  Norway   Executive Vice President and Head of Group Industrial Development
 
        
Berit Svendsen
(Oslo, Norway)
  Norway   Executive Vice President and Head of Telenor Norway

 

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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.
     TELENOR MOBILE COMMUNICATIONS AS
  (a)   Telenor Mobile Communications AS, a corporation formed under the laws of Norway.
   
  (b)   Snarøyveien 30
N – 1331 Fornebu
Norway
   
  (c)   Telenor Mobile is engaged principally in the business of investing in the field of telecommunications and entering into agreements relating to telecommunications.
   
  (d)   During the last five years, Telenor Mobile has not been convicted in a criminal proceedings.
   
  (e)   During the last five years, Telenor Mobile was not a party to a civil proceedings of a judicial or administrative body as a result of which Telenor Mobile 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 COMMUNICATIONS 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. The business address of each of such persons is Telenor Mobile Communications AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.
     DIRECTORS OF TELENOR MOBILE COMMUNICATIONS AS
         
Name and Residential Address   Citizenship   Present Principal Occupation
 
Pål Wien Espen
(Oslo, Norway)
  Norway   Chairman of the Board of Telenor Mobile; and General Counsel of Telenor ASA
 
Knut Giske
(Bærum, Norway)
  Norway   Senior Vice President and Group Controller
of Telenor ASA
 
Martha Takvam
(Asker, Norway)
  Norway   Managing Director of Telenor Eiendom
Holding AS
     EXECUTIVE OFFICERS OF TELENOR MOBILE COMMUNICATIONS AS
         
Name and Residential Address   Citizenship   Present Principal Occupation
 
Ragnar Korsaeth
(Oslo, Norway)
  Norway   Executive Vice President of Telenor ASA and Head of Global Coordination; and Chief Operating Officer of Telenor Mobile
     (d) During the last five years, none of the above executive officers and directors of Telenor Mobile has been convicted in a criminal proceeding.
     (e) During the last five years, none of the above executive officers and directors of Telenor Mobile was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile 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 EAST INVEST AS
  (a)   Telenor East Invest AS, a corporation formed under the laws of Norway.
 
  (b)   Snarøyveien 30
N — 1331 Fornebu
Norway
    (c)      Telenor East is engaged principally in the business of investing in the telecommunications industry outside of Norway.
    (d)      During the last five years, Telenor East has not been convicted in a criminal proceeding.
    (e)      During the last five years, Telenor East was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East 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 INVEST 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. The business address of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.
     DIRECTORS OF TELENOR EAST INVEST AS
         
Name and Residential Address   Citizenship   Present Principal Occupation
 
        
Jan Edvard Thygesen
(Nesbru, Norway)
  Norway   Executive Vice President of Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd.
 
        
Gunn Margrethe Ringøen
(Oslo, Norway)
  Norway   Senior Business Manager of Telenor ASA and Chief Executive Officer of Telenor East
 
        
Bjørn Hogstad
(Oslo, Norway)
  Norway   Attorney, Group Legal, Telenor ASA
 
        
     EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
         
Name and Residential Address   Citizenship   Present Principal Occupation
 
        
Gunn Margrethe Ringøen
(Oslo, Norway)
  Norway   Senior Business Manager of Telenor ASA
 
        
     (d)      During the last five years, none of the above executive officers and directors of Telenor East has been convicted in a criminal proceeding.
     (e)      During the last five years, none of the above executive officers and directors of Telenor East was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East 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 4. Purpose of the Transaction
          On October 31, 2011, Telenor East Holding filed an amended statement of claim (the “Amended Statement of Claim”) with the arbitration tribunal that is considering its existing arbitration claim against VimpelCom , Altimo Holdings & Investments Ltd. (“Altimo Holdings”) and Altimo Cooperatief U.A. (“Altimo Cooperatief” and together with Altimo Holdings, “Altimo”) under the VimpelCom Shareholders Agreement in order to preserve Telenor East Holding’s pre-emptive rights in the context of VimpelCom’s acquisition of Wind Telecom S.p.A. in April 2011, which was previously disclosed in this Statement.
          In its Amended Statement of Claim, Telenor East Holding has added claims against Altimo related to Altimo’s June 2011 transaction with Forrielite Ltd. (“Forrielite”), which was reported in amendments to Altimo’s Schedule 13D filed with the Commission on June 6, 2011 and June 14, 2011 and in a Schedule 13D filed by Forrielite on June 13, 2011. As reported in Forrielite’s filing on Schedule 13D and the amendments to Altimo’s filing on Schedule 13D, Altimo Cooperatief purported to sell to Forrielite 123,600,000 VimpelCom preferred shares, representing 5.995% of VimpelCom’s total shares, for a reported payment of US$101,352,000. That purported sale resulted in a reduction of Altimo’s shareholding to 24.9981% of VimpelCom’s total shares, which is just below the 25% threshold necessary to trigger a termination of the Shareholders Agreement pursuant to its terms. As a consequence of Altimo Cooperatief’s purported share transfer, the VimpelCom Shareholders Agreement currently is scheduled to terminate on December 10, 2011.
          As described in its Amended Statement of Claim, Telenor East Holding has recently obtained documentary evidence showing that the ultimate beneficial owners (through a chain of offshore companies and two individuals) of Sparrowhill Trading Limited (“Sparrowhill”), the British Virgin Islands company that Forrielite claimed provided it with a US$108 million loan to finance Forrielite’s purchase of Altimo Cooperatief’s VimpelCom preferred shares, are Mikhail Fridman, German Khan and Alexey Kuzmichev (the Alfa Group Consortium’s reported founders and controlling shareholders). Telenor East Holding obtained that evidence through a proceeding that it commenced against Sparrowhill’s registered agent in the British Virgin Islands. Telenor East Holding believes the evidence it has obtained supports its claim that Altimo Cooperatief’s purported sale of VimpelCom preferred shares to Forrielite is an illicit stock parking transaction that violates the VimpelCom Shareholders Agreement.
          In its Amended Statement of Claim, Telenor East Holding has, among other things, requested interim relief suspending any termination of the VimpelCom Shareholders Agreement and ordering that the VimpelCom Shareholders Agreement and VimpelCom’s Section A Bye-laws remain in effect during the period in which the arbitration proceeding is ongoing. Telenor East Holding has requested that the arbitration tribunal review and consider its request for interim relief on an expedited basis and anticipates receiving the arbitration tribunal’s decision before December 10, 2011, the currently scheduled date of termination of the VimpelCom Shareholders Agreement.
          Telenor East Holding has requested that, among other things, the arbitration tribunal grant a final award declaring that the VimpelCom Shareholders Agreement remains in full force and effect and that Altimo Cooperatief’s purported sale of VimpelCom preferred shares to Forrielite was a sham transaction performed in bad faith that does not trigger termination of the VimpelCom Shareholders Agreement.
          The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment in VimpelCom Ltd. In order to maximize the value of their investment in VimpelCom Ltd., the Reporting Persons may, from time to time, consider, evaluate or propose various possible transactions involving VimpelCom Ltd. or its subsidiaries or affiliates, which could include, among other things:
     (i) the possible acquisition of additional securities of VimpelCom Ltd. from time to time in the open market, in privately negotiated transactions or otherwise, including, without limitation, through entry into and exercise of call options or other derivative transactions;
     (ii) the possible acquisition or disposition of debt securities or other debt instruments of third parties, in each case, that are secured by, convertible into or exchangeable for securities of VimpelCom Ltd., and the enforcement of any such security interest or the exercise of any such exchange or conversion right;
     (iii) the possible disposition or exchange of any securities of VimpelCom Ltd. owned by them;
     (iv) possible extraordinary corporate transactions (such as a merger, consolidation, reorganization or restructuring) involving VimpelCom Ltd. or any of its subsidiaries, including with other telecommunication companies that may be affiliated with the Reporting Persons;
     (v) making or seeking to make changes in or affecting the Board of Directors or management of VimpelCom Ltd.;
     (vi) in addition to ongoing litigation and arbitration proceedings described in this Statement, possible litigation or arbitration involving VimpelCom Ltd., its Board of Directors and/or its management and/or Altimo Holdings & Investments Ltd. and its affiliates;
     (vii) in addition to the Swap Transaction and the JPMorgan Swap Transaction previously described in this Statement, entering into and unwinding derivative transactions with respect to the securities of VimpelCom Ltd.; or
     (viii) soliciting the votes of VimpelCom Ltd.’s shareholders in relation to any annual or extraordinary general meeting of shareholders of VimpelCom Ltd.
     The Reporting Persons may also, from time to time, formulate other plans or proposals regarding VimpelCom Ltd. or its securities to the extent deemed advisable in light of market conditions, subsequent developments affecting VimpelCom Ltd., the general business and future prospects of VimpelCom Ltd., tax considerations, or other factors.

 

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     The Reporting Persons may, from time to time, enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the securities of VimpelCom Ltd., which transactions may be significant in amount. These arrangements do not and will not give the Reporting Persons voting or investment control over the securities of VimpelCom Ltd. to which these transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any such securities.
      None of the Reporting Persons, and to the best of each Reporting Person’s 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 VimpelCom Ltd., including, but not limited to, transfer or voting of any securities, finder’s 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.

 

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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: October 31, 2011
         
  TELENOR EAST HOLDING II AS
 		  
  By   /s/ Bjørn Hogstad  
    Name:   Bjørn Hogstad   
    Title:   Attorney-in-fact   
 
         
  TELENOR MOBILE HOLDING AS
 		  
  By   /s/ Bjørn Hogstad  
    Name:   Bjørn Hogstad   
    Title:   Attorney-in-fact   
 
         
  TELENOR ASA
 		  
  By   /s/ Bjørn Hogstad  
    Name:   Bjørn Hogstad   
    Title:   Attorney-in-fact   
 
  TELENOR MOBILE COMMUNICATIONS AS  
 
  By   /s/ Bjørn Hogstad  
    Name:   Bjørn Hogstad   
    Title:   Attorney-in-fact   
 
    
  TELENOR EAST INVEST AS  
 
  By   /s/ Bjørn Hogstad  
    Name:   Bjørn Hogstad   
    Title:   Attorney-in-fact