AMSTERDAM, Feb. 3, 2022 /PRNewswire/ -- VEON Ltd. (NASDAQ:
VEON) 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.
A Question & Answer document will be posted shortly on the
VEON's web site in the Investor Relations section. This document
can be found at the following URL – https://www.veon.com/ukqa.
ABOUT VEON
VEON is a NASDAQ and Euronext Amsterdam-listed global provider
of connectivity and internet services. For more information visit
www.veon.com.
Disclaimer
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.
VEON CONTACTS
Investor
Relations
Nik
Kershaw
ir@veon.com
+31 20 79 77
200
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Communications
Marina
Levina
pr@veon.com
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SOURCE VEON Ltd