| Item 1. | |
| (a) | Name of issuer:
VEON Ltd. |
| (b) | Address of issuer's principal executive offices:
Index Tower (East Tower), Dubai (DIFC), United Arab Emirates |
| Item 2. | |
| (a) | Name of person filing:
(i) Helikon Investments Limited, a United Kingdom public limited company ("Helikon UK"), with respect to the common shares of US$0.001 nominal value per share (the "Common Shares") of Veon Ltd., a Bermuda corporation (the "Company"), directly held by Helikon Long Short Equity Fund Master ICAV (the "Helikon Fund") managed by Helikon UK; and
(ii) Federico Riggio ("Mr. Riggio", and together with Helikon UK, the "Reporting Persons"), with respect to the Shares directly held by the Helikon Fund.
There is no CUSIP number assigned to the Common Shares. CUSIP number 91822M502 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the NASDAQ Capital Market under the symbol "VEON." Each ADS represents 25 Common Shares. |
| (b) | Address or principal business office or, if none, residence:
(i) Helikon UK; 17 Waterloo Place, London, SW1Y 4AR.
(ii) Mr. Riggio 17 Waterloo Place, London, SW1Y 4AR. |
| (c) | Citizenship:
Helikon UK is a United Kingdom public limited company organized under the laws of the United Kingdom. Mr. Riggio is a citizen of Italy. |
| (d) | Title of class of securities:
Common shares, US$0.001 nominal value per share |
| (e) | CUSIP No.:
91822M502 |
| 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | Helikon UK is an investment manager, authorized and regulated by the Financial Conduct Authority in the United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above. |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentages used herein are calculated based upon 1,849,190,667 Common Shares outstanding as of September 30, 2024, as reported in the Issuer's Annual Report of Foreign Issuer on Form 20-F filed with the Securities and Exchange Commission on October 17, 2024. |
| (b) | Percent of class:
3.96 %
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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