UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VEON Ltd.
(Name of Issuer)
American Depositary Shares, or ADSs, each representing twenty-five common shares
(Title of Class of Securities)
91822M106
(CUSIP Number)
December 31, 2023
(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)
| * | 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. |
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. 91822M106
| 1. | Names of Reporting Persons
Giovanni Agnelli B.V. | |||||
| 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
The Netherlands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power:
132,644,375 common shares* | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,644,375 common shares* | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
132,644,375 common shares* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.6%** | |||||
| 12. | Type of Reporting Person (See Instructions)
HC, CO | |||||
| * | Represented by 5,305,775 American Depositary Shares. |
| ** | Based on 1,753,409,219 common shares outstanding at June 30, 2023 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on August 29, 2023. |
Page 2 of 9 pages
CUSIP No. 91822M106
| 1. | Names of Reporting Persons
Exor N.V. | |||||
| 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
The Netherlands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power:
132,644,375 common shares* | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,644,375 common shares* | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
132,644,375 common shares* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.6%* | |||||
| 12. | Type of Reporting Person (See Instructions)
HC, CO | |||||
| * | Represented by 5,305,775 American Depositary Shares. |
| ** | Based on 1,753,409,219 common shares outstanding at June 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on August 29, 2023. |
Page 3 of 9 pages
CUSIP No. 91822M106
| 1. | Names of Reporting Persons.
Lingotto Investment Management (UK) 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: | 5. | Sole Voting Power:
132,644,375 common shares* | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,644,375 common shares* | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
132,644,375 common shares* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.6%* | |||||
| 12. | Type of Reporting Person (See Instructions)
CO, FI | |||||
| * | Represented by 5,305,775 American Depositary Shares. |
| ** | Based on 1,753,409,219 common shares outstanding at June 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on August 29, 2023. |
Page 4 of 9 pages
CUSIP No. 91822M106
| 1. | Names of Reporting Persons.
Lingotto Investment Management LLP | |||||
| 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: | 5. | Sole Voting Power:
132,644,375 common shares* | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
132,644,375 common shares* | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
132,644,375 common shares* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.6%* | |||||
| 12. | Type of Reporting Person (See Instructions)
PN, FI | |||||
| * | Represented by 5,305,775 American Depositary Shares. |
| ** | Based on 1,753,409,219 common shares outstanding at June 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on August 29, 2023. |
Page 5 of 9 pages
Item 1.
| (a) | Name of Issuer: |
VEON Ltd.
| (b) | Address of Issuer’s Principal Executive Offices |
Claude Debussylaan 88
1082 MD, Amsterdam
The Netherlands
| Item 2. |
| (a) | Name of Person Filing |
Giovanni Agnelli B.V.
Exor N.V.
Lingotto Investment Management (UK) Limited
Lingotto Investment Management LLP
Lingotto Investment Management LLP, which acquired the securities being reported on, is 99.7% owned by Lingotto Investment Management (UK) Limited. Lingotto Investment Management (UK) Limited is a wholly owned subsidiary of Exor N.V., which in turn is controlled by Giovanni Agnelli B.V.
| (b) | Address of Principal Business Office or, if none, Residence |
Giovanni Agnelli B.V.
Gustav Mahlerplein 25
Amsterdam, 1082 MS
The Netherlands
Exor N.V.
Gustav Mahlerplein 25
Amsterdam, 1082 MS
The Netherlands
Lingotto Investment Management (UK) Limited
7 Seymour Street
London, W1H 7JW
United Kingdom
Lingotto Investment Management LLP
7 Seymour Street
London, W1H 7JW
United Kingdom
| (c) | Citizenship |
Giovanni Agnelli B.V. – the Netherlands
Exor N.V. – the Netherlands
Lingotto Investment Management (UK) Limited– United Kingdom
Lingotto Investment Management LLP – United Kingdom
Page 6 of 9 pages
| (d) | Title of Class of Securities |
American Depositary Shares, or ADSs, each representing twenty-five common shares
| (e) | CUSIP Number |
91822M106
| 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: |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
See the responses to Item 9 on the attached cover pages.
| (b) | Percent of class: |
See the responses to Item 11 on the attached cover pages.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
See the responses to Item 5 on the attached cover pages.
| (ii) | Shared power to vote or to direct the vote |
See the responses to Item 6 on the attached cover pages.
| (iii) | Sole power to dispose or to direct the disposition of |
See the responses to Item 7 on the attached cover pages.
| (iv) | Shared power to dispose or to direct the disposition of |
See the responses to Item 8 on the attached cover 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. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
See Item 2.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
Page 7 of 9 pages
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Page 8 of 9 pages
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.
Date: February 14, 2024
| Giovanni Agnelli B.V. | ||
| By | /s/ Guido de Boer | |
| Name: | Guido de Boer | |
| Title: | Authorized Signatory | |
| Exor N.V. | ||
| By | /s/ Guido de Boer | |
| Name: | Guido de Boer | |
| Title: | Chief Financial Officer | |
| Lingotto Investment Management (UK) Limited | ||
| By | /s/ Enrico Vellano | |
| Name: | Enrico Vellano | |
| Title: | CEO | |
| Lingotto Investment Management LLP | ||
| By | /s/ Enrico Vellano | |
| Name: | Enrico Vellano | |
| Title: | CEO | |
Page 9 of 9 pages
