VEON

VEON Ltd. Form 6-K Summary: Six Months Ended June 30, 2025

Business Context and Reporting Period

This Form 6-K reports on VEON Ltd.'s unaudited interim condensed consolidated financial results for the six-month period ended June 30, 2025. VEON is a global provider of connectivity and digital services operating in Pakistan, Ukraine, Kazakhstan, Uzbekistan, and Bangladesh. The company is headquartered in Dubai (DIFC) and is a Bermuda-domiciled exempted company. The financial statements are prepared in accordance with IFRS and presented in U.S. dollars.

Key Financial Metrics

Material Changes vs. Prior Period

• Revenue Growth: Total operating revenue increased by 7.3% (USD) and 13.4% (local currency) year-over-year. Growth was driven by Pakistan (repricing, financial services), Ukraine (Uklon acquisition, recovery from prior year cyber-attack), and Uzbekistan (digital services). This was partially offset by currency devaluation and lower performance in Bangladesh and Kazakhstan.
• Profit Surge: Operating profit more than doubled to $1,059 million, primarily due to revenue growth and a $497 million gain on the disposal of the Deodar subsidiary (Pakistan tower portfolio) to Engro Corp.
• Segment Performance:
  • Pakistan: Revenue +16.9%, Adjusted EBITDA +8.3%. ARPU declined 14% in USD terms.
  • Ukraine: Revenue +27.8%, Adjusted EBITDA +31.5%. ARPU increased 21.4% in USD terms.
  • Kazakhstan: Revenue -11.2% (USD), Adjusted EBITDA -19.8% due to lower fixed-line revenue and higher technical support costs.
  • Bangladesh: Revenue -19.1% (USD), but Adjusted EBITDA surged 31.3% due to the release of regulatory and tax provisions ($46 million total benefit).
• Tax Provision: An additional tax expense of $122 million was recognized in Pakistan following an adverse court ruling regarding the Deodar tax case, reclassifying risk from remote to probable.

Guidance, Outlook, and Material Events

• Kyivstar Listing: VEON completed a business combination with Cohen Circle Acquisition Corp. I. Kyivstar Group Ltd. began trading on Nasdaq under ticker "KYIV" on August 15, 2025. VEON retains an 89.6% stake. This transaction raised approximately $178 million in proceeds.
• Capital Markets: VEON successfully syndicated a $210 million term loan in March 2025 and completed a $200 million private bond placement in July 2025 (9% interest, due 2029).
• Share Buybacks: VEON completed three phases of its buyback program, repurchasing 41.6 million shares for a cumulative price of $75 million.
• Acquisitions & Disposals:
  • Acquired 97% of Uklon (Ukraine ride-hailing) for $158 million.
  • Sold 50.1% stake in Beeline Kyrgyzstan to Eldik Bank (completed August 2025).
  • Sold Pakistan tower portfolio (Deodar) to Engro Corp, recognizing a $502 million gain.
• Going Concern & Risks: Management notes a material uncertainty regarding the going concern status due to the ongoing war in Ukraine, potential sanctions, and currency volatility. However, the company asserts it has sufficient liquidity for the next 12 months. Significant risks include the potential nationalization of Kyivstar, currency devaluation in operating markets, and regulatory changes.

Investor Verification Checklist

• Kyivstar Listing Impact: Verify the financial consolidation treatment of Kyivstar post-listing and the stability of the 89.6% retained stake.
• Ukraine Geopolitical Risk: Assess the current status of sanctions, the "frozen" corporate rights in Ukrainian subsidiaries, and the risk of involuntary deconsolidation.
• Pakistan Tax Liability: Confirm the status of the $158 million composite settlement framework for the Deodar tax case and the adequacy of the $122 million provision.
• Liquidity Position: Review the ability to service $2.9 billion in debt given the negative working capital position and currency restrictions on upstreaming cash from Ukraine and Pakistan.
• Debt Maturities: Monitor upcoming bond maturities and the success of refinancing efforts in the current high-interest rate environment.