Kyiv, New York, Dubai and Philadelphia – VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or, together with its subsidiaries, the “Group”), and Cohen Circle Acquisition Corp. I (“Cohen Circle”), a special purpose acquisition company (Nasdaq: CCIRU), today announced the signing of a letter of intent (“LOI”) to enter into a business combination with the aim of indirectly listing Kyivstar, VEON’s digital operator in Ukraine, on the Nasdaq Stock Market LLC (“Nasdaq”) in the United States.

Completion of this transaction would make Kyivstar the first purely Ukrainian investment opportunity to be publicly listed on a U.S. stock exchange, enabling U.S. and other international investors to participate more directly in Kyivstar’s growth and the broader recovery of the Ukrainian economy.

Kyivstar is Ukraine’s leading digital operator, with the country’s largest mobile and fixed-line connectivity businesses that serve nearly 24 million connectivity customers. Kyivstar’s portfolio of digital services includes the digital healthcare platform Helsi with a registered user base of 28 million and the entertainment streaming platform, Kyivstar TV. Kyivstar is a leading provider of enterprise services in Ukraine, supporting Ukrainian businesses with cloud, cybersecurity and AI solutions, a growing player in the software development landscape of Ukraine via Kyivstar Tech, and a preferred partner for international technology companies, having most recently signed a groundbreaking agreement with Starlink to bring direct-to-cell satellite connectivity to Ukraine to enhance the resilience of communication. 

“We are proud to be opening American and global markets for Ukraine with Kyivstar's benchmark Nasdaq listing. As Ukraine's largest private investor, this milestone amplifies our 'Invest in Ukraine NOW!' campaign, showcasing the country’s growth potential and offering American investors direct access to its future economic opportunities,” said Augie K Fabela II, Chairman and Founder of VEON.

“The agreement that we have reached with Cohen Circle is a significant step in VEON’s ambition of crystallizing value for our investors, including through the listings of our key assets where relevant. It also underscores our commitment to rebuilding Ukraine through investments. We are excited to see investor interest in Kyivstar’s growth story and the appreciation of Ukraine’s potential. We are determined to work diligently towards the successful completion of this process, which will make Kyivstar a unique U.S.-listed opportunity for international investors while also highlighting the overall investment case for Ukraine,” said Kaan Terzioglu, VEON Group CEO.

“Kyivstar possesses all of the qualities we look for as a merger partner - strong business fundamentals, excellent management and opportunities for outsized growth.  We couldn’t be more excited than to partner with VEON and provide investors with a compelling opportunity to invest in the economic development of Ukraine,” said Betsy Cohen, Chairman and CEO of Cohen Circle Acquisition Corp. I.

The LOI will enable VEON and Cohen Circle to explore a business combination between VEON Holdings B.V. (“VEON Holdings”) and Cohen Circle with the aim of indirectly listing Kyivstar, a wholly owned subsidiary of VEON Holdings, on Nasdaq (the “Business Combination”). VEON will continue to hold a majority stake in such publicly listed entity. The parties expect to announce additional details regarding the Business Combination upon the execution of a definitive agreement, which is anticipated to take place by the second quarter of 2025.

As part of the preparation for the Business Combination, VEON will undertake a pre-transaction reorganization of VEON Holdings (the “Reorganization”). This Reorganization will be consummated through a Dutch legal demerger, as a result of which VEON Holdings, which will remain domiciled in the Netherlands, will hold only Kyivstar and its subsidiaries and certain other select assets and liabilities. A newly incorporated entity will hold VEON’s other core operating subsidiaries and assets.

VEON has commenced the process of this demerger by filing the demerger proposal and accompanying documents with the Dutch Chamber of Commerce today. The Reorganization is expected to be completed by March 2025. Further information on the demerger process can be found on the Company’s website:  https://www.veon.com/investors

To facilitate the aforementioned actions, VEON Holdings today also launches a consent solicitation to obtain consent from the holders of its bonds maturing in 2027 (ISIN: Reg S: XS2824764521/ Rule 144A: XS2824766146) (the “2027 Notes”).

The consent solicitation is being made on the terms and subject to the conditions contained in the consent solicitation memorandum dated 13 January 2025 (the “Consent Solicitation Memorandum”). A copy of the Consent Solicitation Memorandum (subject to distribution restrictions) can be obtained from the tabulation agent (Kroll Issuer Services Limited). ICBC and Jefferies will be acting as Solicitation Agents on the consent.