| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
VEON Ltd. | |
| (Name of Issuer) | |
|
Common shares, US$0.001 nominal value per share | |
| (Title of Class of Securities) | |
|
91822M502** | |
| (CUSIP Number) | |
|
September 30, 2024 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 7 Pages) | |
______________________________
*The remainder of this cover page shall 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 the disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the Common Shares. CUSIP number 91822M502 has been assigned to the American Depositary Shares (“ADS”) of the Issuer, which are quoted on the NASDAQ Capital Market under the symbol “VEON.” Each ADS represents 25 Common Shares.
The information required in 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).
| CUSIP No. 91822M502 | 13G | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Helikon Investments Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 93,584,855 Common Shares (including 2,788,955 ADSs (representing 69,723,875 Common Shares)) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 93,584,855 Common Shares (including 2,788,955 ADSs (representing 69,723,875 Common Shares)) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,584,855 Common Shares (including 2,788,955 ADSs (representing 69,723,875 Common Shares)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.06% | |||
| 12 |
TYPE OF REPORTING PERSON PN, IA | |||
| CUSIP No. 91822M502 | 13G | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Mr. Federico Riggio | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Italy | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 93,584,855 Common Shares (including 2,788,955 ADSs (representing 69,723,875 Common Shares)) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 93,584,855 Common Shares (including 2,788,955 ADSs (representing 69,723,875 Common Shares)) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,584,855 Common Shares (including 2,788,955 ADSs (representing 69,723,875 Common Shares)) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.06% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 91822M502 | 13G | Page 4 of 7 Pages |
| Item 1(a). | NAME OF ISSUER |
| Veon Ltd. (the “Issuer”) |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
|
Claude Debussylaan 88 1082 MD, Amsterdam The Netherlands |
| Item 2(a). | NAME OF PERSON FILING |
| (i) Helikon Investments Limited a United Kingdom public limited company (“Helikon UK”), with respect to the Common Shares (as defined in Item 2(d) below) and Common Shares represented by ADSs, held by Helikon Long Short Equity Fund Master ICAV (the “Helikon Fund”) managed by Helikon UK; and | |
| (ii) Federico Riggio (“Mr. Riggio”, and together with Helikon UK, the “Reporting Persons”), with respect to the Common Shares and Common Shares represented by ADSs directly held by the Helikon Fund. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| (i) Helikon UK; 105 Jermyn Street, London SW1Y 6EE | |
| (ii) Mr. Riggio 105 Jermyn Street, London SW1Y 6EE. |
| Item 2(c). | CITIZENSHIP |
| Helikon UK is a United Kingdom public limited company organized under the laws of the United Kingdom. Mr. Riggio is a citizen of the Italy. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common shares, US$0.001 nominal value per share (the “Common Shares”). |
| Item 2(e). | CUSIP NUMBER |
| There is no CUSIP number assigned to the Common Shares. CUSIP number 91822M502 has been assigned to the ADS of the Issuer, which are quoted on the NASDAQ Capital Market under the symbol “VEON.” Each ADS represents 25 Common Shares. |
| CUSIP No. 91822M502 | 13G | Page 5 of 7 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | x |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
| |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | x | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Helikon UK is an investment manager, authorized and regulated by the Financial Conduct Authority in the United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above. |
| Item 4. | OWNERSHIP |
| The percentages used herein are calculated based upon 1,849,190,667 Common Shares outstanding as of June 30, 2024, as reported in the Issuer’s Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission on August 30, 2024. | |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein. |
| CUSIP No. 91822M502 | 13G | Page 6 of 7 Pages |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| See Item 2. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. | |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect and (ii) the foreign regulatory scheme applicable to Helikon UK is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. The Reporting Persons also undertake to furnish to the SEC staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| CUSIP No. 91822M502 | 13G | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: October 4, 2024
| Helikon Investments Limited | |
| /s/ Paul McLernon | |
| Name: Paul McLernon | |
| Title: Director | |
| /s/ Federico Riggio | |
| FEDERICO RIGGIO |