Filing Details

Accession Number:
0001193125-24-035008
Form Type:
13G Filing
Publication Date:
2024-02-13 19:00:00
Filed By:
Exor N.v.
Company:
Veon Ltd. (NASDAQ:VEON)
Filing Date:
2024-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Giovanni Agnelli B.V 132,644,375 0 132,644,375 0 132,644,375 7.6%
Exor N.V 132,644,375 0 132,644,375 0 132,644,375 7.6%
Lingotto Investment Management (UK) Limited 132,644,375 0 132,644,375 0 132,644,375 7.6%
Lingotto Investment Management LLP 132,644,375 0 132,644,375 0 132,644,375 7.6%
Filing

 

 

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 persons 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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