SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. 2)*
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.
Bjørn Hogstad
Telenor ASA
Snarøyveien 30
N-1331 Fornebu, Norway
47-67-89-2547
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
20, 2010
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter O’Driscoll
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN
England
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. o
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) |
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1. |
Name of Reporting Person:
Telenor Mobile
Communications AS |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
WC |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
o
N/A |
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6. |
Citizenship or Place of Organization:
Norway |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
| 7. |
Sole Voting Power:
170,487,260
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| 8. | Shared Voting Power:
-0- |
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| 9. | Sole Dispositive
Power:
170,487,260
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| 10. | Shared Dispositive Power:
-0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person:
170,487,260
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o |
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13. | Percent of Class
Represented by Amount in Row (11):
13.1% of the outstanding Common
Shares (11.9% of the outstanding voting shares) |
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14. | Type of Reporting Person (See Instructions):
CO |
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| CUSIP No. 92719A 10 6 (ADSs) |
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1. |
Name of Reporting Person:
Telenor East Invest AS |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
WC |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
o
N/A |
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6. |
Citizenship or Place of Organization:
Norway |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
| 7. |
Sole Voting Power:
345,091,580
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| 8. | Shared Voting Power:
-0- |
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| 9. | Sole Dispositive
Power:
345,091,580
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| 10. | Shared Dispositive Power:
-0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person:
345,091,580
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o |
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13. | Percent of Class
Represented by Amount in Row (11):
26.5% of the outstanding Common
Shares (24.1% of the outstanding voting shares) |
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14. | Type of Reporting Person (See Instructions):
CO |
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| CUSIP No. 92719A 10 6 (ADSs) |
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1. |
Name of Reporting Person:
Telenor Mobile Holding AS |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
N/A |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
o
N/A |
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6. |
Citizenship or Place of Organization:
Norway |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
| 7. |
Sole Voting
Power:
515,578,840(2)
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| 8. | Shared Voting Power:
-0- |
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| 9. | Sole Dispositive
Power:
515,578,840(2)
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| 10. | Shared Dispositive Power:
-0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person:
515,578,840(2)
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o |
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13. | Percent of Class
Represented by Amount in Row (11):
39.6% of the outstanding Common
Shares (36.0% of the outstanding voting shares) |
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14. | Type of Reporting Person (See Instructions):
CO |
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(2)
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The Reporting Person disclaims beneficial ownership of all
such securities. |
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| CUSIP No. 92719A 10 6 (ADSs) |
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1. |
Name of Reporting Person:
Telenor ASA |
I.R.S. Identification Nos. of above persons (entities only):
98-0387714 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
þ |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
WC |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
o
N/A |
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6. |
Citizenship or Place of Organization:
Norway |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
| 7. |
Sole Voting
Power:
515,578,840 |
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| 8. | Shared Voting Power:
-0- |
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| 9. | Sole Dispositive
Power:
515,578,840 |
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| 10. | Shared Dispositive Power:
-0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person:
515,578,840 |
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12. | Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
o |
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13. | Percent of Class
Represented by Amount in Row (11):
39.6% of the outstanding Common
Shares (36.0% of the outstanding voting shares) |
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14. | Type of Reporting Person (See Instructions):
CO, HC |
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SCHEDULE 13D
Item 1. Security and Issuer
This
Amendment No. 2 (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 15, 1082 MC, Amsterdam, the
Netherlands, and its business telephone number is +31 20 301 2240.
Except
as provided herein, this Amendment does not modify any of the
information previouly reported in this Statement.
Item 2. Identity and Background
This Statement is being filed jointly by Telenor Mobile Communications AS (referred to herein
as “Telenor Mobile”), Telenor East Invest AS (referred to herein as “Telenor East”), Telenor Mobile
Holding AS (referred to herein as “Telenor Mobile Holding”) and Telenor ASA (collectively, the
“Reporting Persons”).
TELENOR MOBILE COMMUNICATIONS AS
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(a) |
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Telenor Mobile Communications AS, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N – 1331 Fornebu
Norway |
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(c) |
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Telenor Mobile is engaged principally in the business of investing in the
field of telecommunications and entering into agreements relating to telecommunications. |
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(d) |
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During the last five years, Telenor Mobile has not been convicted in a
criminal proceedings. |
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(e) |
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During the last five years, Telenor Mobile was not a party to a civil
proceedings of a judicial or administrative body as a result of which Telenor Mobile 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 COMMUNICATIONS 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. The business address of each of such
persons is Telenor Mobile Communications AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu,
Norway.
DIRECTORS OF TELENOR MOBILE COMMUNICATIONS AS
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and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Pål Wien Espen
(Oslo, Norway)
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Norway
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Chairman of the Board of
Telenor Mobile; and General Counsel of
Telenor ASA |
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Knut
Giske
(Bærum, Norway)
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Norway
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Senior Vice President and Group
Controller
of Telenor ASA |
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Martha
Takvam
(Asker, Norway)
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Norway
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Managing Director of Telenor
Eiendom
Holding AS |
EXECUTIVE OFFICERS OF TELENOR MOBILE COMMUNICATIONS AS
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| Name
and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Ragnar Korsaeth
(Oslo, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Global
Coordination; and Chief
Operating Officer of Telenor
Mobile |
(d) During the last five years, none of the above executive officers and directors of Telenor
Mobile has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor
Mobile was a party to a civil proceeding of a judicial or administrative body as
a result of which Telenor Mobile 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 EAST INVEST AS
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(a) |
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Telenor East Invest AS, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N — 1331 Fornebu
Norway |
(c) Telenor East is engaged principally in the business of investing in the
telecommunications industry outside of Norway.
(d) During the last five years, Telenor East has not been convicted in a criminal
proceeding.
(e) During the last five years, Telenor East was not a party to a civil proceeding
of a judicial or administrative body as a result of which Telenor East 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 INVEST 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. The business address of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snarøyveien 30, N-1331
Fornebu, Norway.
DIRECTORS OF TELENOR EAST INVEST AS
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| Name
and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Jan
Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of Telenor
ASA; Head of Telenor in Eastern & Central Europe; and Member of
the Board of VimpelCom Ltd. |
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Gunn
Margrethe Ringøen
(Oslo, Norway)
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Norway
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Senior Business Manager of Telenor ASA
and Chief Executive Officer of Telenor East |
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Bjørn
Hogstad
(Oslo, Norway)
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Norway
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Attorney, Group Legal, Telenor ASA |
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EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
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| Name and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Gunn
Margrethe Ringøen
(Oslo, Norway)
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Norway
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Senior Business Manager of Telenor ASA |
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(d) During the last five years, none of the above executive officers and directors of Telenor
East has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor
East was a party to a civil proceeding of a judicial or administrative body as a result
of which Telenor East 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
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(a) |
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Telenor Mobile Holding AS, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N — 1331 Fornebu
Norway |
(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
(f) (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 — 1331 Fornebu, Norway.
DIRECTORS OF TELENOR MOBILE HOLDING AS
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| Name
and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA; Chairman of the Board of
Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd. |
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Jan Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of
Telenor ASA; Head of Telenor in Eastern & Central Europe; and
Member of the Board of VimpelCom Ltd. |
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Berit Svendsen
(Oslo, Norway)
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Norway
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Chief Executive Officer of Conax AS |
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| Name and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Morten Fallstein
(Oslo, Norway)
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Norway
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Employee Representative |
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Roger Rønning
(Oslo, Norway)
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Norway
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Employee Representative |
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Helge Enger
(Oslo, Norway)
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Norway
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Employee Representative |
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EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS
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| Name and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA;
Chairman of the Board of
Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd. |
(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
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(a) |
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Telenor ASA, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N — 1331 Fornebu
Norway |
(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 — 1331 Fornebu, Norway.
DIRECTORS OF TELENOR ASA
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| Name
and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Harald
Johan Norvik
(Nesoddangen, Norway)
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Norway
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Strategic Advisor at Econ Pöyry; Chairman
of the Boards of H.Aschehoug & Co and Midelfart Sonesson AB;
Member of the Boards of ConocoPhillips,
Petroleum Geo-Services ASA and OCAS AS; and Chairman of the Board of Telenor ASA |
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John Giverholt
(Asker, Norway)
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Norway
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Chief Financial Officer of Ferd AS |
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Barbara
Rose Milian Thoralfsson
(Stabekk, Norway)
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USA
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Director at Fleming Invest AS;
Member of the Boards of Electrolux AB, Svenska Cellulosa
Aktiebolaget SCA AB, Storebrand ASA,
Fleming Invest AS, Stokke AS, Tandberg ASA and Norfolier AS |
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Kjersti Kleven
(Ulsteinvik, Norway)
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Norway
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Joint-owner of John Kleven AS and
Chairman of the Board of Kleven Maritime AS; Member of the Board of
Directors of Ekornes ASA and Jebsens Rederi AS |
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Olav Volldal
(Kongsberg, Norway)
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Norway
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Chief Executive Officer of
Kongsberg Automotiv Holding ASA; and Member of the Boards of
Elopak AS, Ulefos NV AS, Cappelen Holding and NCE Kongsberg |
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| Name and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Sanjiv
Ahuja
(London, United Kingdom)
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USA
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Chairman of Augere Holdings (Netherlands) BV |
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Liselott Kilaas
(Oslo, Norway)
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Norway
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Managing Director of Aleris ASA;
and Member of the Boards of the Central Bank of Norway, IM Skaugen AS
and Adresseavisen |
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Dr. Burckhard
Bergmann
(Essen, Germany)
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Germany
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Member of the Boards of Allianz Lebensversicherungs AG,
MAN Ferrostaal AG,
Gazprom, NordStream, E.ON Energie AG, Accumulatorenwerke Hoppecke and Jaeger Beteiligungsgesellschaft mbH & Co KG |
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Bjørn
Andre Anderssen
(Gol, Norway)
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Norway
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Employee Representative |
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Harald Stavn
(Kongsberg, Norway)
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Norway
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Employee Representative |
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Brit Østby Fredriksen
(Drøbak, Norway)
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Norway
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Employee Representative |
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EXECUTIVE OFFICERS OF TELENOR ASA
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| Name and Residential Address |
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Citizenship |
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Present Principal Occupation |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA;
Chairman of the Board of
Telenor Mobile Holding; and Member of the Board of VimpelCom Ltd. |
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Richard Olav Aa
(Ruglandveien, Norway)
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Norway
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Executive Vice President and Chief Financial
Officer of Telenor ASA |
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Sigve Brekke
(Bangkok, Thailand)
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Norway
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Executive Vice President
of Telenor ASA and Head of Telenor in Asia |
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Jan Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of
Telenor ASA; Head of Telenor in Eastern & Central Europe; and Member of the Board of VimpelCom Ltd. |
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Morten
Karlsen Sørby
(Hammaro, Sweden)
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Norway
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Executive Vice President of
Telenor ASA and Head of Corporate Development |
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Kristin Skogen Lund
(Oslo, Norway)
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Norway
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Executive Vice President and Head of Telenor Nordic Operations |
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Ingvald
Fergestad
(Oslo, Norway)
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Norway
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Executive Vice President and Head
of Group People Development of Telenor ASA |
(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 4. Purpose of the Transaction
On
December 20, 2010, Telenor ASA
filed a statement with the Oslo Stock Exchange, a copy of which
is
attached hereto as Exhibit 99.1 and is incorporated herein in its
entirety.
The Reporting Persons may also, from time to time, formulate other plans or proposals
regarding VimpelCom Ltd. or its securities to the extent deemed advisable in light of market
conditions, subsequent developments affecting VimpelCom Ltd., the general business and future
prospects of VimpelCom Ltd., tax considerations, or other factors.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The Reporting Persons may, from time to time in the future, 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 as provided in the documents described in this Statement or as set forth in this
Item 6, none of the Reporting Persons, and to the best of each Reporting Person’s knowledge, none
of the persons identified in Item 2 of this Statement has entered into any contracts, arrangements,
understandings or relationship (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. Material to be Filed as Exhibits
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99.1
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Statement of Telenor ASA, filed
with the Oslo Stock Exchange and dated
December 20, 2010. |
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:
December 20, 2010
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TELENOR MOBILE COMMUNICATIONS AS
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By |
/s/ Bjørn Hogstad |
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Name: |
Bjørn Hogstad |
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Title: |
Attorney-in-fact |
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TELENOR EAST INVEST AS
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By |
/s/ Bjørn Hogstad |
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Name: |
Bjørn Hogstad |
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Title: |
Attorney-in-fact |
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TELENOR MOBILE HOLDING AS
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By |
/s/ Bjørn Hogstad |
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Name: |
Bjørn Hogstad |
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Title: |
Attorney-in-fact |
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TELENOR ASA
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By |
/s/ Bjørn Hogstad |
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Name: |
Bjørn Hogstad |
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Title: |
Attorney-in-fact |
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