Veon Ltd SEC Filings

VEON Ltd. has furnished a report highlighting that Kyivstar Group Ltd. has priced a secondary public offering of common shares held by existing shareholders. The offering covers 12,100,000 common shares held by VEON Amsterdam B.V. and 400,000 common shares held by other selling shareholders at a public price of USD 10.50 per share.

The selling shareholders have granted underwriters a 30-day option to purchase up to an additional 1,875,000 common shares at the same public price, less underwriting discounts and commissions. Kyivstar itself is not selling any shares, and the offering is expected to close on February 2, 2026, subject to customary conditions.

VEON Ltd. filed a report highlighting a proposed public offering of Kyivstar Group Ltd. shares by VEON Amsterdam B.V. and other selling shareholders, following Kyivstar’s Form F-1 registration in the United States.

Kyivstar also shared preliminary, unaudited estimates for 2025. Management currently expects revenue growth in U.S. dollars between 24% and 26% year over year, with Adjusted EBITDA growth in the same 24%–26% range. Capex Intensity for 2025 is estimated between 29% and 31%. These figures are based on incomplete closing procedures, have not been audited or reviewed by UHY LLP, and may change. The filing includes extensive forward‑looking statements language, emphasizing uncertainties tied to the ongoing war in Ukraine, sanctions, regulatory constraints, and Kyivstar’s reliance on JSC Kyivstar for distributions.

VEON Ltd. filed a Form 6-K as a foreign private issuer, notifying investors that it has published unaudited interim condensed consolidated financial statements. These statements cover VEON’s results as of, and for, the nine- and three-month periods ended September 30, 2025. The financial statements are provided as Exhibit 99.1 to the report, giving investors updated interim financial information for the year.

VEON Ltd., a foreign private issuer based in Dubai, submitted a Form 6-K for August 2025. The report highlights that on August 28, 2025, VEON and Kyivstar Group Ltd. issued a joint press release and investor presentation related to an investor meeting. These materials provide a corporate update on Kyivstar Group and are included as exhibits to the filing. The press release is labeled Exhibit 99.1 and the investor presentation is labeled Exhibit 99.2.

VEON Ltd. presented unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025 prepared under IFRS in US dollars. The group reported major corporate actions: completion of the sale-and-leaseback of its Pakistan tower portfolio (Deodar) for total consideration recorded at US$547.5 million with lease liabilities of US$633 million; acquisition of Ukrainian ride-hailing platform Uklon for US$158 million; and a business combination to list Kyivstar on Nasdaq via Cohen Circle, with Kyivstar Group filing an F-4 and listing expected in 3Q 2025. VEON syndicated a US$210 million 24-month term loan and completed phases of a US$100 million buyback program, repurchasing 41,633,300 shares for ~US$75 million. Borrowings were US$2,919 million at June 30, 2025 and cash on hand was US$376 million as of July 31, 2025. Management disclosed material uncertainty about going concern driven by the ongoing war in Ukraine, currency risks, tax developments including an adverse Islamabad High Court ruling on PMCL Deodar and related additional tax expense of US$122 million, and negative working capital of US$421 million.