Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
|
VEON LTD. (Name of Issuer) |
Common Stock, nominal value US$ 0.001 per share (Title of Class of Securities) |
91822M106 (CUSIP Number) |
Jonathan Muir Letterone Investment Holdings S.A., 161 Rue du Kiem L-8030 Strassen, N4, 00000 352 2638 771 James R. Howe Simpson Thacher & Bartlett LLP, CityPoint, One Ropemaker Street London, X0, EC2Y 9HU 44 (0)20 7275 6395 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“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).
SCHEDULE 13D
|
| CUSIP No. | 91822M106 |
| 1 |
Name of reporting person
LPE Middle East Limited | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED ARAB EMIRATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
840,625,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.46 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The Reporting Person is the direct beneficial owner of approximately 45.46% of the Issuer's outstanding voting capital stock. See Item 5. The calculated percentages are based on 1,849,190,667 shares of Common Stock outstanding as of March 31, 2025, as reported in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 25, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91822M106 |
| 1 |
Name of reporting person
L1TS (Cyprus) Ltd | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
840,625,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.46 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person:
The Reporting Person is the direct beneficial owner of approximately 45.46% of the Issuer's outstanding voting capital stock. See Item 5. The calculated percentages are based on 1,849,190,667 shares of Common Stock outstanding as of March 31, 2025, as reported in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 25, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91822M106 |
| 1 |
Name of reporting person
Letterone Investment Holdings S.A. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
840,625,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
45.46 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO, HC |
Comment for Type of Reporting Person:
The Reporting Person is the direct beneficial owner of approximately 45.46% of the Issuer's outstanding voting capital stock. See Item 5. The calculated percentages are based on 1,849,190,667 shares of Common Stock outstanding as of March 31, 2025, as reported in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 25, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, nominal value US$ 0.001 per share | |
| (b) | Name of Issuer:
VEON LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
Index Tower (East Tower), Unit 1703, Dubai (DIFC),
UNITED ARAB EMIRATES
, 00000. | |
Item 1 Comment:
This Amendment No. 21 (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 Cooperatief 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. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is being filed on behalf of each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (i) LPE Middle East Limited ("LPE"); (ii) L1TS (Cyprus) Ltd ("L1TS"); and (iii) Letterone Investment Holdings S.A. ("LIHS"). The Schedule 13D, as hereby amended, relates to the shares of Common Stock held for the account of LPE. See Item 5. The Reporting Persons LPE is a United Arab Emirates company, with its principal address at 15, Level 25, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. The principal business of LPE is to function as a holding company. Current information concerning the identity and background of the directors and officers of LPE and persons controlling LPE is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2. L1TS is a Cyprus company, with its principal address at 1 Salaminos Avenue, 1045, Nicosia, Cyprus. The principal business of L1TS is to function as a holding company. L1TS is the sole shareholder of LPE and, in such capacity, may be deemed to be the beneficial owner of the Common Stock owned by LPE. Current information concerning the identity and background of the directors and officers of L1TS and persons controlling L1TS is set forth in Annex A attached hereto as Exhibit 99.01, which is incorporated by reference in response to this Item 2. LIHS is a Luxembourg company (a societe anonyme), with its principal address at 161 Rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg. The principal business of LIHS is to function as a holding company. LIHS is the sole shareholder of L1TS and, in such capacity, may be deemed to be the beneficial owner of the shares of Common Stock held for the account of LPE. Current information concerning the identity and background of the directors and officers of LIHS and persons controlling LIHS is set forth in Annex A attached hereto as Exhibit 99.01, 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. | |
| (b) | See Item 2(a) above. | |
| (c) | See Item 2(a) above. | |
| (d) | See Item 2(a) above. | |
| (e) | See Item 2(a) above. | |
| (f) | See Item 2(a) above. | |
| 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 December 18, 2025, 840,625,000 shares of Common Stock were transferred by L1T VIP Holdings S.a r.l., an indirectly wholly owned subsidiary of LIHS, to LPE. 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: As stated in Item 3, LIHS and its affiliates have engaged in an internal reorganization that resulted in the transfer of 840,625,000 shares of Common Stock from L1T VIP Holdings S.a r.l., an indirectly wholly owned subsidiary of LIHS, to LPE. 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 | |
| (a) | Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: LPE is the direct beneficial owner of 840,625,000 shares of Common Stock, representing approximately 45.46% of VEON's outstanding Common Stock and voting capital. Each of LPE, L1TS and LIHS may be deemed the beneficial owner of the 840,625,000 shares of Common Stock, representing approximately 45.46% of VEON's outstanding Common Stock and voting capital, held for the account of LPE. 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 1,849,190,667 shares of Common Stock outstanding as of March 31, 2025, as reported in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 25, 2025. | |
| (b) | Each of LPE, L1TS and LIHS may be deemed to have sole power to direct the voting and disposition of 840,625,000 shares of Common Stock held for the account of LPE. | |
| (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. | |
| (e) | As of December 18, 2025, L1T VIP Holdings S.a r.l. and Letterone Core Investments S.a r.l. ceased to beneficially own more than five percent of VEON's outstanding 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: Exhibit No. Description Exhibit 99.01 Annex A Exhibit 99.5 Joint Filing Agreement between LPE Middle East Limited, L1TS (Cyprus) Ltd, and Letterone Investment Holdings S.A., dated December 18, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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