6-K
MILLICOM INTERNATIONAL CELLULAR SA (TIGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUER
PURSUANT TO RULE 13a-16OR 15d-16 OF THE
SECURITIES EXCHANGE ACTOF 1934
For the month of March, 2023.
Commission File Number: 001-38763
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact Name of Registrant as Specified in ItsCharter)
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ☒ | Form 40-F ☐ |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes ☐ | No ☒ |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes ☐ | No ☒ |
|---|
MILLICOM INTERNATIONAL CELLULAR S.A.
INDEX TO FURNISHED MATERIAL
Item
______
- Press release dated March 17, 2023
Item 1
Millicom (Tigo) filesstandard form for notification of major holdings
Luxembourg, March 17, 2023 – Millicom International Cellular S.A. announced today the CSSF regulatory filing of the form:
| · | Standard<br> form for notification of major holdings (attachment) |
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-END-
For further information, please contact
| Press: **** Sofía Corral, Director Corporate Communications<br><br> <br><br><br> <br>press@millicom.com | Investors:<br><br> <br><br><br> <br>Sarah Inmon, Director Investor Relations<br><br> investors@millicom.com<br><br> <br><br><br> <br>Michel Morin, VP Investor Relations<br><br> investors@millicom.com |
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About Millicom
Millicom (NASDAQ U.S.: TIGO, Nasdaq Stockholm: TIGO_SDB) is a leading provider of fixed and mobile telecommunications services in Latin America. Through our TIGO® and Tigo Business® brands, we provide a wide range of digital services and products, including TIGO Money for mobile financial services, TIGO Sports for local entertainment, TIGO ONEtv for pay TV, high-speed data, voice, and business-to-business solutions such as cloud and security. As of December 31, 2022, Millicom employed approximately 20,000 people and provided mobile and fiber-cable services through its digital highways to more than 45 million customers, with a fiber-cable footprint over 13 million homes passed. Founded in 1990, Millicom International Cellular S.A. is headquartered in Luxembourg. For more information, visit millicom.com. Connect with Millicom on Twitter, Instagram, Facebook, and LinkedIn.
| Standard form for notification of major holdings<br><br> <br><br><br> <br>Form to be used for the purposes of notifying<br> a change in major holdings pursuant to the amended law and Grand-ducal Regulation of 11 January 2008 on transparency requirements for<br> issuers (referred to as “the Transparency Law” and “the Transparency Regulation”) (HOS-1 form) |
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the CSSF)^i^
| Filing reference | 3158 |
|---|---|
| Submitted at (Luxembourg time) | 2023-03-17 18:13 |
- Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached^ii^:
Millicom International Cellular S.A.
- Reason for the notification:
An acquisition or disposal of voting rights
- Details of person subject to the notification obligation^iv^:
Name: Xavier Niel
- Full name of shareholder(s)^v^:
Atlas Luxco S.à r.l.
- Date on which the threshold was crossed or reached^vi^:
2023-03-15
- Total positions of person(s) subject to the notification obligation:
| % of voting rights attached to shares (total of 7.A) | % of voting rights through financial instruments (total of 7.B.1 + 7.B.2) | Total of both in % (7.A + 7.B) | Total number of voting rights of issuer^vii^ | |
|---|---|---|---|---|
| Resulting situation on the date on which threshold was crossed or reached | 20.00 | 0.00 | 20.00 | 172,096,305 |
| Position of previous notification (if applicable) | 19.42 | 0.00 | 19.42 | - |
- Notified details of the resulting situation on the date on which the threshold was crossed or reached^viii^:
A: Voting rights attached to shares
| Class/type of shares (ISIN code if possible) | Number of voting rights direct^ix^ | Number of voting rights indirect^ix^ | % of voting rights direct^ix^ | % of voting rights indirect^ix^ |
|---|---|---|---|---|
| Depositary Receipts (ISIN SE0001174970) | 0 | 34,423,526 | 0.00 | 20.00 |
| SUBTOTAL A (Direct & Indirect) | 34,423,526 | 20.00 |
B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law
| Type of financial instrument | Expiration date^x^ | Exercise/ Conversion Period^xi^ | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
|---|---|---|---|---|
| N/A |
B.2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law
| Type of financial instrument | Expiration date^x^ | Exercise/Conversion Period^xi^ | Physical or cash settlement^xii^ | Number of voting rights | % of voting rights |
|---|---|---|---|---|---|
| N/A |
- Information in relation to the person subject to the notification obligation:
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity^xiv^:
| N° | Name^xv^ | % of voting rights held by ultimate controlling person or entity or held directly by any subsidiary if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments held by ultimate controlling person or entity or held directly by any subsidiary if it equals or is higher than the notifiable threshold | Total of both | Directly controlled by (use number(s) from 1st column) |
|---|---|---|---|---|---|
| 1 | Xavier Niel | 0.00 | 0.00 | 0.00 | |
| 2 | NJJ HOLDING | 0.00 | 0.00 | 0.00 | 1 |
| 3 | Atlas<br><br> <br><br><br> <br>Investissement | 0.00 | 0.00 | 0.00 | 2 |
| 4 | Atlas Luxco<br><br> <br><br><br> <br>S.à.r.l. | 20.00 | 0.00 | 20.00 | 3 |
- In case of proxy voting:
N/A
- Additional information^xvi^:
Atlas Luxco S.à r.l. (« Atlas »), and certain of its affiliates, filed on 24 February 2023 a Schedule 13D with the U.S. Securities and Exchange Commission, in connection with Atlas’s ownership of 20% of the outstanding Depositary Receipts of the issuer held at that time by Atlas, provided that the calculation of securities ownership under Luxembourg laws and regulations (including the Luxembourg Transparency Law) differs from the calculation method applicable under U.S. securities laws. Please note that such filing includes among others matters, disclosures about the purpose of the transaction (Item 4) and disclosure relating to certain financing matters (items 3 and 6). Such filing is available on the following link: https://www.sec.gov/Archives/edgar/data/912958/000110465923025321/0001104659-23-025321-index.htm
Date: 2023-03-17 18:13
Notes
^i^Please note that national formsmay vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or informationregarding capital holdings.
^ii^Full name of the legal entityand further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic numberidentity).
^iii^Other reason for the notificationcould be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or actingin concert.
^iv^This should be the full name of(a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases providedfor in Article 9 (b) to (h) of the Transparency Law; or (c) the holder of financial instruments referred to in Article 12(1) of the TransparencyLaw.
As the disclosure of cases of acting in concertmay vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concertby a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred toin points (b) to (h) of Article 9 of the Transparency Law, the following list is provided as indication of the persons who should be mentioned:
| · | in the circumstances foreseen in letter (b) of Article 9 of that Law, the natural person or legal entitythat acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferringtemporarily for consideration the voting rights; |
|---|---|
| · | in the circumstances foreseen in letter (c) of Article 9 of that Law, the natural person or legal entityholding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and naturalperson or legal entity lodging the collateral under these conditions; |
| --- | --- |
| · | in the circumstances foreseen in letter (d) of Article 9 of that Law, the natural person or legal entitywho has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the naturalperson or legal entity who is disposing of the voting rights when the life interest is created; |
| --- | --- |
| · | in the circumstances foreseen in letter (e) of Article 9 of that Law, the controlling natural personor legal entity and, provided it has a notification duty at an individual level under Article 8, under letters (a) to (d) of Article 9of that Law or under a combination of any of those situations, the controlled undertaking; |
| --- | --- |
| · | in the circumstances foreseen in letter (f) of Article 9 of that Law, the deposit taker of the shares,if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowingthe deposit taker to exercise the voting rights at his discretion; |
| --- | --- |
| · | in the circumstances foreseen in letter (g) of Article 9 of that Law, the natural person or legal entitythat controls the voting rights; |
| --- | --- |
| · | in the circumstances foreseen in letter (h) of Article 9 of that Law, the proxy holder, if he can exercisethe voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise thevoting rights at his discretion (e.g. management companies). |
| --- | --- |
^v^Applicable in the cases providedfor in Article 9 (b) to (h) of the Transparency Law. This should be the full name of the shareholder who is the counterparty to the naturalperson or legal entity referred to in Article 9 of that Law unless the percentage of voting rights held by the shareholder is lower thanthe 5% threshold for the disclosure of voting rights holdings (e.g. identification of funds managed by management companies).
^vi^The date on which threshold iscrossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation.For passive crossings, the date when the corporate event took effect.
^vii^The total number of voting rightsshall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if theexercise thereof is suspended.
^viii^If the holding has fallen belowthe 5% threshold, please note that it is not necessary to disclose the extent of the holding, only that the new holding is below thatthreshold.
^ix^In case of combined holdings ofshares with voting rights attached "direct holding" and voting rights "indirect holding", please split the votingrights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevantbox blank.
^x^Date of maturity/expiration ofthe financial instrument i.e. the date when right to acquire shares ends.
^xi^If the financial instrument hassuch a period – please specify this period – for example once every 3 months starting from [date].
^xii^ In case of cash settled instrumentsthe number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 12(2) of the Transparency Law).
^xiii^If the person subject to thenotification obligation is either controlled and/or does control another undertaking then the second option applies.
^xiv^The full chain of controlledundertakings starting with the ultimate controlling natural person or legal entity also has to be presented in the cases in which onlyon subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only then the marketalways gets the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instrumentsare effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row,A, B, D, free row, A, E, F etc.). Numbers shall be attributed to all persons or entities within the group in column 1 in order to allowa clear indication of the control structure in column 6. The names of all undertakings of the control chain shall be provided in column2, even if the number of the directly held voting rights and/or financial instruments is not equal or higher than the notifiable threshold.Columns 3 & 4 shall indicate the holdings of those persons or entities directly holding the voting rights and/or financial instrumentsif the holding is equal or higher than the notifiable threshold.
^xv^The names of controlled undertakingsthrough which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlledundertakings cross or reach the lowest applicable threshold themselves.
^xvi^ Example: Correction of a previousnotification.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MILLICOM INTERNATIONAL CELLULAR S.A. | ||
|---|---|---|
| (Registrant) | ||
| By: | /s/ Salvador Escalón | |
| Name: | Salvador Escalón | |
| Title: | Executive Vice President, Chief Legal and Compliance Officer |
Date: March 17, 2023