Exclusive-Ukraine's Kyivstar to raise up to $200 million in landmark US listing, sources say

Ukraine's largest telecoms operator, Kyivstar, a subsidiary of VEON, plans a landmark U.S. Nasdaq listing via SPAC Cohen Circle, aiming to raise between $50 million and $200 million while VEON retains a minimum 80% stake. This first-ever U.S. listing for a Ukrainian company is strategically positioned to attract investor capital for the nation's post-war reconstruction, enjoying strong backing from U.S., Ukrainian, and EU authorities. Despite its $2.21 billion pro forma valuation and resilient performance during the conflict, the deal carries geopolitical and legacy reputational risks for investors.

Analysis

VEON's subsidiary, Kyivstar, is set to become the first Ukrainian company to list on a U.S. exchange via a SPAC merger with Cohen Circle, targeting a capital raise of $50 million to $200 million. The deal, which values Kyivstar at a pro forma $2.21 billion, has secured a floor of $52 million through non-redemption agreements and will see VEON retain a minimum 80% stake. Strategically, the listing is framed as a vehicle for investors to participate in Ukraine's reconstruction, a narrative supported by U.S., Ukrainian, and EU authorities. This positioning is reinforced by Kyivstar's strong fundamentals as the market-leading operator with 24 million subscribers, which has demonstrated operational resilience with surging revenue and core profit despite the ongoing conflict and cyberattacks. However, significant risks persist, primarily geopolitical uncertainty tied to the war. Analysts specifically caution that despite VEON's 2023 exit from Russia, lingering concerns over legacy shareholder links and exposure to volatile jurisdictions could cap valuation upside and reintroduce a governance discount, a risk highlighted by a previous, since-reversed, seizure of its corporate rights in Kyivstar.

Key Decisions for Investors

• For investors with a high risk tolerance, the Kyivstar listing represents a unique, high-beta opportunity to gain exposure to Ukraine's eventual recovery and reconstruction, capitalizing on the company's market leadership and proven resilience.
• Investors in VEON should closely monitor the final redemption rate from the SPAC transaction, as this will be a key near-term indicator of institutional confidence and will determine the ultimate capital raised.
• Thorough due diligence on VEON's governance and legacy shareholder structure is critical, as analysts warn these factors could reintroduce a valuation discount that may offset the compelling reconstruction narrative.