SC 13D/A 1 d727447dsc13da.htm SC 13D/A SC 13D/A
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 42)*

 

 

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)

March 29, 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 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.

 

 

 

Table of Contents
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:

 

    156,703,840 Common Shares

     8.   

Shared Voting Power:

 

    -0-

     9.   

Sole Dispositive Power:

 

    156,703,840 Common Shares

   10.   

Shared Dispositive Power:

 

    -0-

11.

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    156,703,840 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):

 

    8.9% of the outstanding Common Shares

14.

  

Type of Reporting Person (See Instructions):

 

    CO

 

Table of Contents
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:

 

    156,703,840 Common Shares(1)

     8.   

Shared Voting Power:

 

    -0-

     9.   

Sole Dispositive Power:

 

    156,703,840 Common Shares(1)

   10.   

Shared Dispositive Power:

 

    -0-

11.

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    156,703,840 Common Shares(1)

12.

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ☐

 

13.

  

Percent of Class Represented by Amount in Row (11):

 

    8.9% of the outstanding Common Shares(1)

14.

  

Type of Reporting Person (See Instructions):

 

    CO, HC

 

(1)

The Reporting Person disclaims beneficial ownership of all such securities.

 

Table of Contents
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:

 

    156,703,840 Common Shares

     8.   

Shared Voting Power:

 

    -0-

     9.   

Sole Dispositive Power:

 

    156,703,840 Common Shares

   10.   

Shared Dispositive Power:

 

    -0-

11.

  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

    156,703,840 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):

 

    8.9% of the outstanding Common Shares

14.

  

Type of Reporting Person (See Instructions):

 

    CO, HC

 

Table of Contents

TABLE OF CONTENTS

 

Item 1. Security and Issuer

      6  

Item 2. Identity and Background

      6  

Item 3. Source and Amount of Funds or Other Consideration

      12  

Item 4. Purpose of the Transaction

      13  

Item 5. Interest in Securities of the Issuer

      14  

Item  6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

      14  

Item 7. Materials to be Filed as Exhibits

      14  

SIGNATURES

      15  

Table of Contents

SCHEDULE 13D

Item 1. Security and Issuer

This Amendment No. 42 (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”).

Table of Contents

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

Table of Contents

(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

Wenche Marie Agerup

(Oslo, Norway)

    Norway    Senior Vice President and Head of Telenor Group Holdings of Telenor ASA; Member of the Boards of TGS and Equinor ASA

Kristine Jensen

(Oslo, Norway)

    Norway    Director Controlling, Group Finance of Telenor ASA

Table of Contents

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

Table of Contents

(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 Board of Nationwide (UK) and non-executive board member of Fidelity International (FIL)

Jørgen Kildahl

(Düsseldorf, Germany)

    Norway    Vice Chair of the Board of Telenor ASA; Member of the Boards of eSmart Systems and Höegh LNG; Member of the Board of Ørsted

Jacob Aqraou

(Engleberg, Switzerland)

    Denmark    Member of the Boards of Blackwood Seven and Wallapop

Jon Erik Reinhardsen

(Oslo, Norway)

    Norway    Chair of the Board of Statoil ASA; Member of the Boards of Awilhelmsen Management AS and Oceaneering International, Inc.

Sally Davis

(London, England)

    United Kingdom    Member of the Boards of Logitech and CityFibre Holdings

Grethe Viksaas

(Oslo, Norway)

    Norway    Chair of the Board of Norsk Regnesentral; Member of the Boards of IKT – Norge and Crayon

Sabah Qayyum

(Rykkinn, Norway)

    Norway    Employee Representative; Member of the Board of ELog IT Telenor

Roger Rønning

(Skotterud, Norway)

    Norway    Employee Representative; Chairman of the Union Negotia in Telenor ASA in Norway; Member of the Board of the Telenor Pension Fund

Harald Stavn

(Kongsberg, Norway)

    Norway    Employee Representative; Member of the Board of Telenor Pension Fund; Chair of the Executive Board of Norwegian Society of Engineers

René Richard Obermann

(Berlin, Germany)

    Germany    Managing Director and Partner at Warburg Pincus Deutschland GmbH; Non-Executive Director of Airbus SE; Chairman of the Supervisory Board of 1&1 Internet Holdings SE; Member of the Supervisory Boards of inexio Informationstechnologie und Telekommunikation KGaA and Allianz Deutschland AG

Table of Contents

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

Morten Karlsen Sørby

(Hammarø, Sweden)

    Norway    Executive Vice President and Chief Transformation Officer of Telenor ASA

Svein Henning Kirkeng

(Bekkestua, Norway)

    Norway    Executive Vice President and Head of Products and Marketing 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

Petter-Børre Furberg

(Bangkok, Thailand)

    Norway    Executive Vice President Emerging Asia Cluster of Telenor ASA

Cecilie Blydt Heuch

(Bærum, Norway)

    Norway    Executive Vice President and Chief People Officer of Telenor ASA; Director of Dolphin Drilling ASA

Anne Kvam

(Oslo, Norway)

    Norway    Executive Vice President and Chief Corporate Affairs Officer of Telenor ASA; Member of the Boards of Digi Telecommunications Sdn Bhd and Digi.Com Berhad; Leader of Council of Veas

Table of Contents

(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.

Table of Contents

Item 4. Purpose of the Transaction

On March 29, 2019, Telenor East Holding completed the sale of 100,000,000 Common Shares, in the form of ADSs, to the several underwriters named in the underwriting agreement, which was attached as Exhibit 99.3 to Amendment No. 41 to this Statement, at a public offering price per ADS of US$2.16, resulting in net proceeds to Telenor East Holding of US$212,940,000. Upon completion of that sale, Telenor East Holding owns 156,703,840 Common Shares (in the form of ADSs), representing approximately 8.9% of the total outstanding Common Shares.

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. However, the Reporting Persons may, at any time and from time to time, review, reconsider and/or modify or otherwise change their plans or proposals with respect thereto.

Table of Contents

Item 5. Interest in Securities of the Issuer

(a)-(b)

Telenor East Holding owns 156,703,840 Common Shares (all of which are in the form of American Depositary Shares), representing approximately 8.9% of the total outstanding Common Shares. The other Reporting Persons may be deemed the beneficial owners of, and have sole power to direct the voting and disposition of, these shares.

To the best of each Reporting Person’s 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. (other than as described in this Item 5) 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.

(c) Except as described in this Statement, none of the Reporting Persons or, to the best of each Reporting Person’s 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 Person’s 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

In addition to the matters disclosed in this Statement, the Reporting Persons may, from time to time, formulate other plans or proposals regarding VEON Ltd. or its securities in support of the Reporting Persons’ intention to divest the VEON Ltd. shares owned by Telenor East Holding to the extent deemed advisable in light of market conditions, subsequent developments affecting VEON Ltd., the general business and future prospects of VEON Ltd. or other factors, or enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the securities of VEON 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 VEON Ltd. to which these transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any such securities.

Except for the matters disclosed in this Statement, 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 VEON 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.

Item 7. Materials to be Filed as Exhibits

None.

Table of Contents

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: March 29, 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