VEON announces its intention to establish new parent holding company in the UK
Amsterdam, 3 February 2022 – VEON Ltd. (NASDAQ and Euronext Amsterdam: VEON), a leading global provider of connectivity and internet services, has today announced its intention to move its group parent company to the United Kingdom, with the introduction of a newly formed UK incorporated public limited company as the top holding company of the VEON Group (the “new UK Parent Company”). It is expected that the new UK Parent Company will replace VEON Ltd. (a Bermuda incorporated company) as the VEON Group’s ultimate parent company by way of a Bermuda court-approved scheme of arrangement.
The proposal represents a move away from incorporation in Bermuda to the United Kingdom, placing the company in a jurisdiction with high standards of corporate governance and a strong and transparent legal framework that is close to its operational headquarters in Amsterdam. The change of the place of incorporation of the top holding company is expected to enable VEON and its operating subsidiaries to operate more effectively across its markets, to best position the VEON Group for the future. It is expected that such change will also provide the Company with the necessary flexibility vis-à-vis current and future tightening of regulatory requirements in many of its markets of operation, including Russia, which recently introduced a new law introducing certain conditions for companies participating in Russian state and municipal procurement tenders or contracts.
We are not anticipating any adverse tax consequences as a result of this change. In addition, we do not anticipate any material changes to the VEON Group’s corporate governance framework, including its existing board and committee structure.
VEON Ltd. will issue a notice to convene a general meeting of its shareholders to seek their approval for the proposed move and intends to apply for approval of a scheme of arrangement from the Bermuda Supreme Court. VEON does not expect these changes to have a material impact on its financial operations or result in changes to its day-to-day operations. As part of these transactions, common shares and American Depositary Shares (ADSs) in VEON Ltd. are expected to be exchanged on a 1-for-1 basis for ordinary shares and ADSs, respectively, in the new UK Parent Company and such shares and ADSs are expected to be listed and traded on Euronext Amsterdam and NASDAQ, respectively, under the same current VEON ticker symbol. VEON is expected to continue to be subject to Dutch Authority for the Financial Markets (AFM) and US Securities and Exchange Commission (SEC) reporting requirements.
“Establishing our new group parent company in the United Kingdom is another positive step forward as we continue to evolve our Group governance. This is particularly appropriate given the international nature of VEON and the current climate of tightening regulatory requirements across the globe,” said Gennady Gazin, VEON’s Chairman.
VEON is a NASDAQ and Euronext Amsterdam-listed global provider of connectivity and internet services. For more information visit www.veon.com.
This communication is being made in respect of the proposed move of the top holding company of the VEON Group’s place of incorporation from Bermuda to the United Kingdom. In connection with this proposed move, VEON intends to mail a proxy statement to its shareholders. Shareholders are urged to read such proxy statement when it becomes available because it will contain important information. The proxy statement and other documents relating to the movement of our top holding company from Bermuda to the United Kingdom will be available on the VEON's website (www.veon.com) and other documents filed or to be filed by VEON with the SEC are or will be, available free of charge at the SEC’s web site (www.sec.gov).
This press release contains “forward-looking statements”, as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts, and include statements relating to, among other things, expectations regarding VEON’s ability to successfully move the incorporation of the top holding company of the VEON Group from Bermuda to the United Kingdom and the positive impact resulting therefrom. Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON cannot predict with accuracy and some of which VEON might not even anticipate. The forward-looking statements contained in this release speak only as of the date of this release. VEON does not undertake to publicly update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events. Furthermore, elements of this release contain or may contain, “inside information” as defined under the Market Abuse Regulation (EU) No. 596/2014.