NASDAQ and Euronext Amsterdam-listed telecoms group VEON yesterday announced its intention to move its group parent holding company to the UK with the establishment of a new public limited company, replacing its existing ultimate parent VEON Ltd which is incorporated in Bermuda.
A statement said: ‘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 [VEON’s] 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-a-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.’
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. As part of these transactions, common shares and American Depositary Shares (ADSs) in VEON Ltd are expected to be exchanged on a one-for-one 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.