Dubai and Kyiv, June 5, 2025 – VEON
Ltd. (Nasdaq: VEON) (“VEON”), a global digital operator, announces
the public filing of a registration statement on Form F-4 (the
“Registration Statement”) with the U.S. Securities and Exchange
Commission (“SEC”) in connection with the listing of Kyivstar Group
Ltd. (“Kyivstar Group”), the parent company of Ukraine’s leading
digital operator JSC Kyivstar, on the Nasdaq Stock Market LLC
(“Nasdaq”).
This filing represents a milestone in VEON’s
plans to list Kyivstar Group on Nasdaq following the anticipated
completion of a business combination with Cohen Circle Acquisition
Corp. I (Nasdaq: CCIR) (“Cohen Circle”) that was announced on March
18, 2025. At the closing of the transaction, the business
combination will result in the listing of Kyivstar Group’s common
shares and warrants on Nasdaq under the ticker symbols “KYIV” and
“KYIVW,” respectfully, as the only pure-play Ukrainian investment
opportunity on U.S. stock markets.
“Kyivstar Group’s listing on Nasdaq will be a
landmark development, bringing a Ukrainian company with a
market-leading position in telecommunications and digital services
to the world’s premiere listing venue for technology companies.
With today’s filing, we continue to advance towards this historic
moment, which we believe presents U.S. and global investors with a
compelling opportunity to invest in Ukraine and become a
stakeholder in its economic growth and resilience through a robust
Ukrainian company,” said Kaan Terzioglu, CEO of VEON
Group.
“We are very excited about completing this
transaction and supporting Kyivstar Group’s listing on Nasdaq.
Kyivstar Group has tremendous growth potential and continues to
deliver strong operational and financial performance, reflecting
the resilience of both the company and the country. As we mark
today’s public filing, we look forward to completing the process
which will make Kyivstar Group’s success story more directly
accessible to U.S. and global investors,” said Betsy
Cohen, Chairman and CEO of Cohen Circle.
The closing of the business combination is
expected to occur during the third quarter of 2025 and is subject
to the approval of Cohen Circle’s shareholders and other customary
closing conditions. Cohen Circle’s units, Class A ordinary shares
and warrants are listed on the Nasdaq under the ticker symbols
“CCIRU,” “CCIR” and “CCIRW,” respectively.
About VEON VEON is a digital operator
that provides converged connectivity and digital services to nearly
160 million customers. Operating across six countries that are home
to more than 7% of the world’s population, VEON is transforming
lives through technology-driven services that empower individuals
and drive economic growth. VEON is listed on NASDAQ. For more
information, visit: https://www.veon.com.
About Cohen Circle Cohen Circle
Acquisition Corp. I is a special purpose acquisition company
sponsored by investment firm Cohen Circle, LLC and formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more technology and/or financial services businesses. Cohen
Circle’s units, Class A ordinary shares and warrants are listed on
the Nasdaq under the symbols “CCIRU,” “CCIR” and “CCIRW,”
respectively.
No Offer or SolicitationThis press
release shall not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the
transactions mentioned herein or the proposed business combination
with Cohen Circle. This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking StatementsThis press
release contains “forward-looking statements,” as the phrase is
defined in Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. All statements contained in this press release
that do not relate to matters of historical fact should be
considered forward-looking statements, including, without
limitation, statements relating to, among other things, the
proposed business combination with Cohen Circle (the “Business
Combination”), including the timing of the closing of the Business
Combination and the listing of Kyivstar Group’s common shares and
warrants on Nasdaq, the expected investment opportunity in Kyivstar
Group following the closing of the Business Combination, including
the expectation that Kyivstar Group will be the only pure-play
Ukrainian investment opportunity and the growth potential of
Kyivstar Group. These statements are based on management’s current
expectations. These statements are neither promises nor guarantees,
but involve known and unknown risks, uncertainties and other
important factors that may cause VEON’s or Cohen Circle’s actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements in this press release,
including, but not limited to, the occurrence of any event, change
or other circumstances that could give rise to the termination of
the proposed Business Combination; the outcome of any legal
proceedings that may be instituted against VEON Ltd., any of its
subsidiaries or others following the announcement of the proposed
Business Combination; the inability to complete the Business
Combination due to the failure to obtain the necessary board and
shareholder approvals or to satisfy other conditions to closing;
changes to the proposed structure of the Business Combination or
the contemplated reorganization that may be required or appropriate
as a result of applicable laws or regulations; the ability to meet
stock exchange listing standards prior to consummation of the
Business Combination; the risk that the Business Combination
disrupts current plans and operations of VEON Ltd. as a result of
the announcement and consummation of the Business Combination; the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and the
ability to retain its management and key employees; costs related
to the Business Combination; changes in applicable laws or
regulations; and other risks and uncertainties set forth in the
section entitled “Risk Factors” included in the Registration
Statement filed by Kyivstar Group with the SEC on June 5, 2025 and
in any other subsequent filings with the SEC by Kyivstar Group or
Cohen Circle. Forward-looking statements are inherently subject to
risks and uncertainties, many of which VEON cannot predict with
accuracy and some of which VEON might not even anticipate. The
forward-looking statements contained in this press release speak
only as of the date of this release. VEON does not undertake to
publicly update, except as required by U.S. federal securities
laws, any forward-looking statement to reflect events or
circumstances after such dates or to reflect the occurrence of
unanticipated events.
Additional Information and Where to Find
It
Kyivstar Group Ltd. and VEON Holdings B.V. have
filed on June 5, 2025 a registration statement on Form F-4 (File
No. 333-287802) (as may be amended from time to time, the
“Registration Statement”) as co-registrants that includes a
preliminary proxy statement/prospectus of Cohen Circle and a
preliminary prospectus of Kyivstar Group. When available, Cohen
Circle will mail a definitive proxy statement/prospectus relating
to the business combination and other relevant documents to its
shareholders. This communication does not contain all the
information that should be considered concerning the business
combination and is not intended to provide the basis for any
investment decision or any other decision in respect of the
business combination. VEON, Cohen Circle and Kyivstar Group
may also file other documents regarding the business combination
with the SEC. Cohen Circle’s shareholders and other interested
persons are advised to read, when available, the Registration
Statement, the proxy statement/prospectus and other documents filed
in connection with the business combination, as these materials
will contain important information. Investors and shareholders will
be able to obtain free copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed or will be filed with the SEC by Cohen Circle
through the website maintained by the SEC website at www.sec.gov or
by directing a written request to: Cohen Circle Acquisition Corp.
I, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.
Participants in the SolicitationCohen
Circle, Kyivstar Group, certain shareholders of Cohen Circle, VEON
and certain of Cohen Circle’s, Kyivstar Group’s and VEON’s
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies of the shareholders of
Cohen Circle with respect to the Business Combination. A list of
the names of such persons and information regarding their interests
in the Business Combination is set forth in the Registration
Statement. Free copies of these documents may be obtained from the
sources indicated above.
Contact Information
Kyivstar Group
Media and Investor Contact: Kyivstar@icrinc.com
VEON
Hande AsikGroup Director of
Communicationspr@veon.com
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