Kyivstar Group Ltd. reports that its principal shareholder VEON Amsterdam B.V. and other holders have priced a secondary public offering of 12,500,000 common shares at USD 10.50 per share. The company is not selling any shares and will not receive proceeds.
The selling shareholders granted underwriters a 30-day option to buy up to an additional 1,875,000 shares at the same price, less underwriting discounts and commissions. The offering is expected to close on February 2, 2026, subject to customary conditions, under an effective Form F-1 registration statement.
Kyivstar Group Ltd. reports preliminary 2025 results alongside news of a planned secondary share sale by existing owners. Selling shareholders, including VEON Amsterdam B.V., plan to offer 12,500,000 common shares, with underwriters holding a 30-day option for up to 1,875,000 additional shares. The company itself will not sell shares in this offering.
For the year ended December 31, 2025, Kyivstar estimates revenue growth of roughly 24–26% in U.S. dollars compared with 2024, with Adjusted EBITDA expected to grow at a similar 24–26% range. Capex Intensity for 2025 is projected between 29% and 31%. These figures are unaudited, subject to completion of year-end closing procedures and audit, and are described as inherently uncertain. The company also highlights extensive risk factors, notably the ongoing war in Ukraine, regulatory and currency constraints, and broader macroeconomic, competitive and cyber risks that could materially affect future performance.
Kyivstar Group Ltd. is updating how it calculates its non-IFRS metric Equity Free Cash Flow for the third quarter of 2025. The company explains that the earlier Q3 earnings release included a one-time cash inflow of $134 million from a shares issuance in this metric.
To improve comparability between periods, Kyivstar now says Equity Free Cash Flow should exclude cash inflows from proceeds from shares issuance. Using this updated definition, Equity Free Cash Flow before licenses and leases was $40 million for the three months and $203 million for the nine months ended September 30, 2025, and $239 million as of that date. Equity Free Cash Flow after licenses and leases was $31 million for the three months and $176 million for the nine months ended September 30, 2025.
Amendment No. 2 to Schedule 13D reports that Cohen Circle Sponsor I, LLC, Cohen Circle Advisors I, LLC and Betsy Z. Cohen updated their holdings following the closing of the previously announced business combination between Cohen Circle Acquisition Corp. I and Kyivstar Group Ltd. on August 14, 2025. As of the closing, the Issuer had 230,863,523 common shares outstanding and the Reporting Persons hold record positions of 3,894,665 (Sponsor, ~1.7%), 2,115,688 (Advisors, ~0.9%) and 6,010,353 (Ms. Cohen combined, ~2.6%). Per the Sponsor Agreement, Sponsor and Advisors forfeited 2,609,647 Class B ordinary shares and 238,333.33 private placement warrants on closing. The filing states Ms. Cohen is Manager of the entities and may be deemed to share voting and dispositive power, but disclaims ownership beyond any pecuniary interest. The Issuer's principal executive office is listed in Dubai International Financial Centre.