| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
VEON Ltd. (Name of Issuer) |
Common shares, US$0.001 nominal value per share (Title of Class of Securities) |
91822M502 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 91822M502 |
| 1 | Names of Reporting Persons Helikon Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 73,177,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, PN |
Comment for Type of Reporting Person:
Including 2,927,104 ADSs representing 73,177,600 Common Shares.
SCHEDULE 13G |
| CUSIP No. | 91822M502 |
| 1 | Names of Reporting Persons Federico Riggio | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ITALY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 73,177,600.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Including 2,927,104 ADSs representing 73,177,600 Common Shares.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: VEON Ltd. | |
| (b) | Address of issuer's principal executive
offices: Index Tower (East Tower), Dubai (DIFC), United Arab Emirates | |
| 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 of US$0.001 nominal value per share (the "Common Shares") of Veon Ltd., a Bermuda corporation (the "Company"), directly 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 Shares directly held by the Helikon Fund.
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. | |
| (b) | Address or principal business office or, if
none, residence: (i) Helikon UK; 17 Waterloo Place, London, SW1Y 4AR.
(ii) Mr. Riggio 17 Waterloo Place, London, SW1Y 4AR. | |
| (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 Italy. | |
| (d) | Title of class of securities: Common shares, US$0.001 nominal value per share | |
| (e) | CUSIP No.: 91822M502 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
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 | |
| (a) | Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages used herein are calculated based upon 1,849,190,667 Common Shares outstanding as of September 30, 2024, as reported in the Issuer's Annual Report of Foreign Issuer on Form 20-F filed with the Securities and Exchange Commission on October 17, 2024. | |
| (b) | Percent of class: 3.96 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). | ||
| 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. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Helikon UK is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| 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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