Form SC 13D/A VimpelCom Ltd. Filed by: Telenor East Holding II AS

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 36)*

 

 

VIMPELCOM LTD.

(Name of Issuer)

 

 

Common Shares, par value US$0.001 per share

(Title of Class of Securities)

92719A 10 6**

(CUSIP Number)

** CUSIP number of American Depositary Shares listed on the New York Stock Exchange.

The Common Shares are not publicly traded.

Gaute S. Gravir

Telenor ASA

Snarøyveien 30

N-1360 Fornebu, Norway

+47 99 47 50 76

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 27, 2016

(Date of Event which Requires Filing of this Statement)

Copy to:

Peter O’Driscoll

Orrick, Herrington & Sutcliffe LLP

107 Cheapside

London EC2V 6DN

United Kingdom

+44 20 7862 4600

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page will be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this “cover page” shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

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CUSIP No. 92719A 10 6 (ADSs)

 

1.		Name of Reporting Person:   Telenor East Holding II AS						I.R.S. Identification Nos. of above persons (entities only):   000-00-0000
2.		Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)  x
3.		SEC Use Only:
4.		Source of Funds (See Instructions):       WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    ¨       N/A
6.		Citizenship or Place of Organization:       Norway
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:       416,703,840 Common Shares
				8.		Shared Voting Power:       -0-
				9.		Sole Dispositive Power:       416,703,840 Common Shares
				10.		Shared Dispositive Power:       -0-
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:       416,703,840 Common Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.		Percent of Class Represented by Amount in Row (11):       23.7% of the outstanding Common Shares
14.		Type of Reporting Person (See Instructions):       CO

 

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CUSIP No. 92719A 10 6 (ADSs)

 

1.		Name of Reporting Person:   Telenor Mobile Holding AS						I.R.S. Identification Nos. of above persons (entities only):   000-00-0000
2.		Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)  x
3.		SEC Use Only:
4.		Source of Funds (See Instructions):       N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    ¨       N/A
6.		Citizenship or Place of Organization:       Norway
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:       416,703,840 Common Shares(1)
				8.		Shared Voting Power:       -0-
				9.		Sole Dispositive Power:       416,703,840 Common Shares(1)
				10.		Shared Dispositive Power:       -0-
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:       416,703,840 Common Shares(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.		Percent of Class Represented by Amount in Row (11):       23.7% of the outstanding Common Shares(1)
14.		Type of Reporting Person (See Instructions):       CO, HC

 

(1)	The Reporting Person disclaims beneficial ownership of all such securities.

 

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CUSIP No. 92719A 10 6 (ADSs)

 

1.		Name of Reporting Person:   Telenor ASA						I.R.S. Identification Nos. of above persons (entities only):   98-0387714
2.		Check the Appropriate Box if a Member of a Group (See Instructions): (a)  ¨        (b)  x
3.		SEC Use Only:
4.		Source of Funds (See Instructions):       WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    ¨       N/A
6.		Citizenship or Place of Organization:       Norway
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power:       416,703,840 Common Shares
				8.		Shared Voting Power:       -0-
				9.		Sole Dispositive Power:       416,703,840 Common Shares
				10.		Shared Dispositive Power:       -0-
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:       416,703,840 Common Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨
13.		Percent of Class Represented by Amount in Row (11):       23.7% of the outstanding Common Shares
14.		Type of Reporting Person (See Instructions):       CO, HC

 

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TABLE OF CONTENTS

 

Item 1. Security and Issuer			6
Item 2. Identity and Background			6
Item 3. Source and Amount of Funds or Other Consideration			12
Item 4. Purpose of the Transaction			12
Item 5. Interest in Securities of the Issuer			14
Item  6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer			14
Item 7. Materials to be Filed as Exhibits			14
SIGNATURES			15

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SCHEDULE 13D

Item 1. Security and Issuer

This Amendment No. 36 (this “Amendment”) to the statement on Schedule 13D (as amended by this Amendment, this “Statement”) relates to the common shares, par value US$0.001 per share (the “Common Shares”), of VimpelCom Ltd., a company organized under the laws of Bermuda. The principal business address of VimpelCom Ltd. is Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands, and its business telephone number is +31 20 797 7200.

Except as provided herein, this Amendment does not modify any of the information previously reported in this Statement.

Item 2. Identity and Background

This Statement is being filed jointly by Telenor East Holding II AS (referred to herein as “Telenor East Holding”), Telenor Mobile Holding AS (referred to herein as “Telenor Mobile Holding”) and Telenor ASA (collectively, the “Reporting Persons”).

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TELENOR EAST HOLDING II AS

 

(a)

Telenor East Holding II AS, a corporation formed under the laws of Norway.

 

(b)

Snarøyveien 30

N-1360 Fornebu

Norway

 

(c)

Telenor East Holding is engaged principally in the business of investing in the telecommunications industry outside of Norway.

 

(d)

During the last five years, Telenor East Holding has not been convicted in a criminal proceeding.

 

(e)

During the last five years, Telenor East Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST HOLDING II AS

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor East Holding. The business address of each of such persons is Telenor East Holding II AS, c/o Telenor ASA, Snarøyveien 30, N-1360 Fornebu, Norway.

DIRECTORS OF TELENOR EAST HOLDING II AS

 

Name and Residential Address		Citizenship		Present Principal Occupation
Morten Karlsen Sørby (Hammarø, Sweden)		Norway		Executive Vice President and Acting Chief Financial Officer of Telenor ASA; Chair of the Board of Telenor East Holding
Iver Christian Olerud (Lommedalen, Norway)		Norway		Financial Director, Telenor Norge AS
EXECUTIVE OFFICERS OF TELENOR EAST HOLDING II AS
Name and Residential Address		Citizenship		Present Principal Occupation
None

(d) During the last five years, none of the above executive officers and directors of Telenor East Holding has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor East Holding was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

TELENOR MOBILE HOLDING AS

 

(a)

Telenor Mobile Holding AS, a corporation formed under the laws of Norway.

 

(b)

Snarøyveien 30

 N-1360 Fornebu

 Norway

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(c) Telenor Mobile Holding is engaged principally in the development of and investment in the field of telecommunications through direct and indirect ownership of companies and entering into agreements relating to telecommunications.

(d) During the last five years, Telenor Mobile Holding has not been convicted in a criminal proceeding.

(e) During the last five years, Telenor Mobile Holding was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE HOLDING AS

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor Mobile Holding. The business address of the directors and executive officers is Telenor Mobile Holding, c/o Telenor ASA, Snarøyveien 30, N-1360 Fornebu, Norway.

DIRECTORS OF TELENOR MOBILE HOLDING AS

 

Name and Residential Address		Citizenship		Present Principal Occupation
Morten Karlsen Sørby (Hammarø, Sweden)		Norway		Executive Vice President and Acting Chief Financial Officer of Telenor ASA; Chair of the Board of Telenor Mobile Holding
Wenche Marie Agerup (Oslo, Norway)		Norway		Executive Vice President and Chief Corporate Affairs Officer of Telenor ASA; member of the Boards of TGS and Statoil
Kristine Jensen (Oslo, Norway)		Norway		Director Controlling, Group Finance of Telenor ASA

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Name and Residential Address		Citizenship		Present Principal Occupation
Morten Fallstein (Oslo, Norway)		Norway		Employee Representative
Hege Karita Ottesen (Oslo, Norway)		Norway		Employee Representative
Esben Smistad (Oslo, Norway)		Norway		Employee Representative

EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS

 

Name and Residential Address		Citizenship		Present Principal Occupation
Svein Ivar Brauti (Hosle, Norway)		Norway		Managing Director of Telenor Mobile Holding

(d) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor Mobile Holding has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

TELENOR ASA

 

(a)

Telenor ASA, a corporation formed under the laws of Norway.

 

(b)

Snarøyveien 30

 N-1360 Fornebu

 Norway

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(c) Telenor ASA is engaged principally in the business of production and supply of services in the fields of telecommunications, data services and media distribution.

(d) During the last five years, Telenor ASA has not been convicted in a criminal proceeding.

(e) During the last five years, Telenor ASA was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor ASA was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA

(a), (b), (c) and (f) The following information sets forth the name, citizenship, residential address and present principal occupation of each of the directors and executive officers of Telenor ASA. The business address of each of such persons is c/o Telenor ASA, Snarøyveien 30, N-1360 Fornebu, Norway.

DIRECTORS OF TELENOR ASA

 

Name and Residential Address		Citizenship		Present Principal Occupation
Gunn Wærsted (Oslo, Norway)		Norway		Chair of the Board of Telenor ASA; Chair of the Board of Petoro AS
Jacob Aqraou (Engleberg, Switzerland)		Denmark		Member of the Boards of Blackwood Seven and Wallapop
Siri Beate Hatlen (Hosle, Norway)		Norway		Chair of the Board of Entra and member of the Board of Eksportkreditt
Jon Erik Reinhardsen (Oslo, Norway)		Norway		President and CEO of Petroleum Geo-Services ASA (PGS), and member of the Boards of Borregaard ASA and Awilhelmsen AS
Ashok Vaswani (London, England)		Singapore		CEO of Barclays UK
Sally David (London, England)		United Kingdom		Member of the Boards of UK Department of Transportation, Arqiva and Leonard Cheshire Disability
Dag Jakob Opedal (Oslo, Norway)		Norway		Executive Advisor of FSN Capital Partners AS; member of the Boards of Bertel O. Steen Holding, Nammo AS, Odin Forvaltning, Kavli Holding AS, Kavli Trust, Cosmetic Group AS, PM Retail AS, and member of the advisory board of Meltwater Holding AS
Regi Aalstad (Founex, Switzerland)		Norway		Chair of the Board of Dråpen i Havet and member of the Board of Geberit
Per Gunnar Salomonsen (Søgne, Norway)		Norway		Employee Representative
Åse Selfjord (Nittedal, Norway)		Norway		Employee Representative
Harald Stavn (Kongsberg, Norway)		Norway		Employee Representative; member of the Board of Telenor Pension Fund and Chair of the Executive Board of Norwegian Society of Engineers

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EXECUTIVE OFFICERS OF TELENOR ASA

 

Name and Residential Address		Citizenship		Present Principal Occupation
Sigve Brekke (Oslo, Norway)		Norway		President and Chief Executive Officer of Telenor ASA
Morten Karlsen Sørby (Hammarø, Sweden)		Norway		Executive Vice President and Acting Chief Financial Officer of Telenor ASA
Wenche Marie Agerup (Oslo, Norway)		Norway		Executive Vice President and Chief Corporate Affairs Officer of Telenor ASA; member of the Boards of TGS and Statoil
Ruza Sabanovic (Oslo, Norway)		Montenegro		Executive Vice President and Chief Technology Officer of Telenor ASA
Jon Gravråk (Singapore)		Norway		Executive Vice President and Chief Digital Officer of Telenor ASA
Jon Erik Haug (Oslo, Norway)		Norway		Executive Vice President and Chief People Officer of Telenor ASA
Vivek Sood (Delhi, India)		India		Executive Vice President and Chief Marketing Officer of Telenor ASA
Berit Svendsen (Oslo, Norway)		Norway		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Norway; member of the Boards of DNB, Bisnode and SAS
Patrik Hofbauer (Bromma, Sweden)		Sweden		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Sweden
Jesper Hansen (Aarhus, Denmark)		Denmark		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Denmark
Christopher Laska (Budapest, Hungary)		Norway		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Hungary
Ingeborg Øfsthus (Belgrade, Serbia)		Norway		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Montenegro and Serbia
Lars-Åke Norling (Northaburi, Thailand)		Sweden		Executive Vice President of Telenor ASA and Chief Executive Officer of dtac, Thailand
Albern Murty (Shah Alam, Malaysia)		Malaysia		Executive Vice President of Telenor ASA and Chief Executive Officer of Digi, Malaysia
Rajeev Sethi (Dhaka, Bangladesh)		India		Executive Vice President of Telenor ASA and Chief Executive Officer of Grameenphone, Bangladesh
Michael Foley (Sofia, Bulgaria)		Canada		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Bulgaria
Sharad Mehrotra (Gurgaon, India)		India		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor India
Lars Erik Tellmann (Yangon, Myanmar)		Norway		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Myanmar
Irfan Wahab Khan (Islamabad, Pakistan)		Pakistan		Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Pakistan

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(d) During the last five years, none of the above executive officers and directors of Telenor ASA has been convicted in a criminal proceeding.

(e) During the last five years, none of the above executive officers and directors of Telenor ASA has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

 

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Item 4. Purpose of the Transaction

On September 27, 2016, Telenor East Holding completed the sale of 21,375,000 Common Shares (in the form of American Depositary Shares) to the several underwriters named in the underwriting agreement, which was attached as Exhibit 99.2 to Amendment No. 33 to this Statement, at a public offering price per Common Share of US$3.50, resulting in net proceeds to Telenor East Holding of US$72,942,187.50. The securities were sold as a result of the underwriters exercising on September 22, 2016 their 30-day option to purchase additional shares following Telenor East Holding’s sale of 142,500,000 Common Shares (in the form of American Depositary Shares) to the underwriters on September 21, 2016, as described in Amendment No. 34 to this Statement. Upon completion of this sale, Telenor East Holding owns 416,703,840 Common Shares (in the form of American Depositary Shares), representing approximately 23.7% of the total outstanding Common Shares.

Except as described in this Statement, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the events set forth in paragraphs (a) through (j) of Item 4. However, the Reporting Persons may, at any time and from time to time, review, reconsider and/or modify or otherwise change their plans or proposals with respect thereto.

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Item 5. Interest in Securities of the Issuer

(a)-(b)

Telenor East Holding owns 416,703,840 Common Shares (all of which are in the form of American Depositary Shares), representing approximately 23.7% of the total outstanding Common Shares. The other Reporting Persons may be deemed the beneficial owners of, and have sole power to direct the voting and disposition of, these shares.

To the best of each Reporting Person’s knowledge, none of the individuals named in Item 2 of this Statement is, or may be deemed to be, the beneficial owner of any securities of VimpelCom Ltd.

Neither the filing of this Statement nor any of its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of VimpelCom Ltd. (other than as described in this Item 5) for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.

(c) Except as described in this Statement, none of the Reporting Persons or, to the best of each Reporting Person’s knowledge, none of the persons identified in Item 2 of this Statement, has engaged in any transactions in the securities of VimpelCom Ltd. during the past 60 days.

(d) Other than the Reporting Persons, to the best of each Reporting Person’s knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares held by Telenor East Holding.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

In addition to the matters disclosed in this Statement, the Reporting Persons may, from time to time, formulate other plans or proposals regarding VimpelCom Ltd. or its securities in support of the Reporting Persons’ intention to divest the VimpelCom Ltd. shares owned by Telenor East Holding to the extent deemed advisable in light of market conditions, subsequent developments affecting VimpelCom Ltd., the general business and future prospects of VimpelCom Ltd. or other factors, or enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the securities of VimpelCom Ltd., which transactions may be significant in amount. These arrangements do not and will not give the Reporting Persons voting or investment control over the securities of VimpelCom Ltd. to which these transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any such securities.

Except for the matters disclosed in this Statement, none of the Reporting Persons, and to the best of each Reporting Person’s knowledge, none of the individuals named in Item 2 hereof has entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of VimpelCom Ltd., including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

None.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct and that such Statement, as amended hereby, is true, complete and correct.

Dated: September 27, 2016

 

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