Annual Report 2019 VEON Ltd
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Annual Report 2019 VEON Ltd. Claude Debussylaan 88, 1082 MD Amsterdam The Financial Statements are approved by the Audit Committee on behalf of the Board on March 13, 2020 TABLE OF CONTENTS Director's Report............................................................................................................................................................... 3 Information on the Company........................................................................................................................................... 4 Directors and Senior Management and Employees........................................................................................................ 33 Major Shareholders and Related Party Transactions...................................................................................................... 41 How We Manage Risks................................................................................................................................................... 43 Risk factors ..................................................................................................................................................................... 46 Operating and Financial Review and Prospects ............................................................................................................. 71 Additional Information ..................................................................................................................................................... 93 Quantitative and Qualitative Disclosures about Market Risks......................................................................................... 97 Declarations .................................................................................................................................................................... 99 Consolidated Financial Statements ............................................................................................................. 100 Company Financial Statements.................................................................................................................... 166 Other Information........................................................................................................................................... 177 Independent Auditor’s Report ...................................................................................................................... 178 2 Directors’ Report INFORMATION ON THE COMPANY Overview VEON is a leading global provider of connectivity and internet services. Present in some of the world’s most dynamic markets, VEON provides 212 million customers with voice, fixed broadband, data and digital services. VEON currently offers services to customers in 10 countries: Russia, Pakistan, Algeria, Uzbekistan, Ukraine, Bangladesh, Kazakhstan, Kyrgyzstan, Armenia and Georgia. VEON’s reportable segments currently consist of the following seven segments: Russia, Pakistan, Algeria, Bangladesh, Ukraine, Uzbekistan and Kazakhstan. We provide services under the “Beeline,” “Kyivstar,” “banglalink,” “Jazz” and “Djezzy” brands. As of December 31, 2019 we had 46,492 employees. For a breakdown of total revenue by category of activity and geographic segments for each of the last three financial years, see — Operating and Financial Review and Prospects. In September 2019, we announced a new strategy framework at the Group level including a commitment to boost long- term growth beyond traditional connectivity services. The strategy framework set out how VEON plans to drive value from three business pillars: its fundamental mobile and fixed line connectivity services and the drive of 4G adoption; a portfolio of new services built around digital technologies with the active involvement of big data and artificial intelligence; and future assets which seeks to identify, acquire and develop ‘’know-how” and technologies that open up adjacent growth opportunities. As part of our initiative to digitize our core telecommunications business, we intend to continue focusing on increasing our capital investment efficiency, including with respect to our IT, network, and distribution costs. We have secured network sharing agreements and intend to maintain our focus on achieving an asset-light business model in certain markets, where we own only the core assets needed to operate our business. For further information on our capital expenditures, see Operating and Financial Review and Prospects — Liquidity and Capital Resources — Future Liquidity and Capital Requirements. We anticipate that we will finance the investments with operational cash flow, cash on our balance sheet and external financing. For more information on our recent developments, see Operating and Financial Review and Prospects — Key Developments During 2019. VEON Ltd. is an exempted company limited by shares registered under the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), on June 5, 2009, and our registered office is located at Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda. Our headquarters are located at Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands. Our telephone number is +31 20 797 7200. VEON Ltd. is registered with the Dutch Trade Register (registration number 34374835) as a company formally registered abroad (formeel buitenlandse kapitaalvennootschap), as this term is referred to in the Dutch Companies Formally Registered Abroad Act (Wet op de formeel buitenlandse vennootschappen), which means that we are deemed a Dutch resident company for tax purposes in accordance with applicable Dutch tax regulations. Our website is www.veon.com. The information presented on our website is not part of this Annual Report. Our legal representative in the United States is Puglisi & Associates, 850 Library Ave, Suite 204, Newark, DE 19711 (+1 (30) 738 6680). Our agent for service of process in the United States is CT Corporation, 11 Eighth Avenue, New York, NY 10011 (+1 (212) 894 8400). In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be accessed over the internet at http://www.sec.gov. History Our predecessor PJSC VimpelCom (formerly OJSC “VimpelCom”) was founded in 1992. In 1996, VimpelCom listed on the New York Stock Exchange, where it remained listed until 2013 when VimpelCom moved its listing to the NASDAQ Global Select Market. In March 2017, VimpelCom rebranded to VEON and on April 4, 2017, VEON began trading its ordinary shares on Euronext Amsterdam. In the early 2000s, we began an expansion into the Commonwealth of Independent States (CIS) by acquiring local operators or entering into joint ventures with local partners, including, but not limited to, in Kazakhstan (2004), Ukraine (2005), Uzbekistan (2006), Armenia (2006) and Georgia (2006). In 2009 and 2010, PJSC VimpelCom and Ukrainian mobile operator, Kyivstar, combined, and we subsequently established our headquarters in Amsterdam. Our expansion efforts have included transactions involving operations outside of CIS. In 2011, we completed the acquisition of Wind Telecom S.p.A., an international provider of mobile and fixed-line telecommunications and internet services with operations in Italy, through Wind Telecom, and in Algeria, Bangladesh and Pakistan, through GTH (previously known as Orascom Telecom Holding S.A.E.). In November 2016, the group combined its Italian mobile telecommunications business with that of CK Hutchison Holdings Ltd. in a joint venture company named Wind Tre. In July 2018, the group announced the sale of its 50% stake in Wind Tre to CK Hutchison Holdings Ltd. which was completed in September 2018. In July 2019, VEON Holdings B.V. (“VEON”) launched a mandatory tender offer (“MTO”) to purchase the shares of GTH, a subsidiary of VEON which consolidates the group’s operations in Algeria, Bangladesh and Pakistan. At the close of the MTO in August 2019, VEON held approximately 98.24% of GTH’s total outstanding shares. VEON subsequently embarked on a comprehensive restructuring of GTH, including a successful offer to acquire substantially all of GTH’s operating assets in Algeria, Pakistan and Bangladesh following the delisting of GTH from the Egyptian Exchange in September 2019. 4 Recent Developments Issuance of US$700 Million Senior Notes On October 9, 2019, VEON Holdings issued US$700 million 4.00% senior unsecured notes due 2025 (the “Notes”). VEON Holdings has used the net proceeds of the Notes primarily to refinance drawings on the revolving credit facility used to fund the mandatory tender offer for GTH and for general corporate purposes. VEON’s Free Float Increased to 43.8% After Telenor’s Sale of VEON Shares On November 22, 2019, Telenor East Holding II AS (“Telenor”) announced the sale of the remaining balance of their shares in VEON. Telenor held approximately 157 million of VEON Ltd.’s shares, representing approximately 8.9% of VEON’s total outstanding equity, and this transaction was in line with Telenor’s previously announced intention to fully divest its holdings in VEON. With this sale, the free float of the VEON Group increased from approximately 29.6% to 43.8%. This transaction followed a sale of 100,000,000 common shares in March 2019 and earlier offerings by Telenor in September 2016, April 2017 and September 2017. VEON’s Successful Mandatory Tender Offer in Relation to GTH On February 10, 2019, VEON submitted a public mandatory