UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16 OF THE
SECURITIES EXCHANGE ACT
OF 1934
For the month of March, 2023.
Commission File Number: 001-38763
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact Name of Registrant as Specified in Its
Charter)
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:
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):
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):
MILLICOM INTERNATIONAL CELLULAR S.A.
INDEX TO FURNISHED MATERIAL
Item
______
1. Press release dated March 17, 2023
Item 1
Millicom (Tigo) files
standard 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
form for notification of major holdings (attachment) |
-END-
For further information, please contact
Press:
Sofía Corral, Director Corporate Communications
press@millicom.com
|
Investors:
Sarah Inmon, Director Investor Relations
investors@millicom.com
Michel Morin, VP Investor Relations
investors@millicom.com
|
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
Form to be used for the purposes of notifying
a change in major holdings pursuant to the amended law and Grand-ducal Regulation of 11 January 2008 on transparency requirements for
issuers (referred to as “the Transparency Law” and “the Transparency Regulation”) (HOS-1 form)
|
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 |
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are attachedii:
Millicom International Cellular S.A.
2. Reason for the notification:
An acquisition or disposal of voting rights
3. Details of person subject to the notification
obligationiv:
Name: Xavier Niel
4. Full name of shareholder(s)v:
Atlas Luxco S.à r.l.
5. Date on which the threshold was crossed or
reachedvi:
2023-03-15
6. 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 issuervii |
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 |
- |
7. Notified details of the resulting situation
on the date on which the threshold was crossed or reachedviii:
A: Voting rights attached to shares
Class/type of shares (ISIN code if possible) |
Number of voting rights directix |
Number of voting rights indirectix |
% of voting rights directix |
% of voting rights indirectix |
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 datex |
Exercise/ Conversion Periodxi |
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 datex |
Exercise/Conversion Periodxi |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
N/A |
8. 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 entityxiv:
N° |
Namexv |
% 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
Investissement
|
0.00 |
0.00 |
0.00 |
2 |
4 |
Atlas Luxco
S.à.r.l.
|
20.00 |
0.00 |
20.00 |
3 |
9. In case of proxy voting:
N/A
10. Additional informationxvi:
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 forms
may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information
regarding capital holdings.
ii Full name of the legal entity
and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number
identity).
iii Other reason for the notification
could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting
in 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 provided
for 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 Transparency
Law.
As the disclosure of cases of acting in concert
may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert
by 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 to
in 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 entity
that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring
temporarily for consideration the voting rights; |
| · | in the circumstances foreseen in letter (c) of Article 9 of that Law, the natural person or legal entity
holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural
person 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 entity
who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural
person 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 person
or legal entity and, provided it has a notification duty at an individual level under Article 8, under letters (a) to (d) of Article 9
of 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 allowing
the 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 entity
that controls the voting rights; |
| · | in the circumstances foreseen in letter (h) of Article 9 of that Law, the proxy holder, if he can exercise
the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the
voting rights at his discretion (e.g. management companies). |
v Applicable in the cases provided
for 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 natural
person or legal entity referred to in Article 9 of that Law unless the percentage of voting rights held by the shareholder is lower than
the 5% threshold for the disclosure of voting rights holdings (e.g. identification of funds managed by management companies).
vi The date on which threshold is
crossed 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 rights
shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the
exercise thereof is suspended.
viii If the holding has fallen below
the 5% threshold, please note that it is not necessary to disclose the extent of the holding, only that the new holding is below that
threshold.
ix In case of combined holdings of
shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting
rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant
box blank.
x Date of maturity/expiration of
the financial instrument i.e. the date when right to acquire shares ends.
xi If the financial instrument has
such a period – please specify this period – for example once every 3 months starting from [date].
xii In case of cash settled instruments
the 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 the
notification obligation is either controlled and/or does control another undertaking then the second option applies.
xiv The full chain of controlled
undertakings starting with the ultimate controlling natural person or legal entity also has to be presented in the cases in which only
on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only then the market
always gets the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments
are 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 allow
a clear indication of the control structure in column 6. The names of all undertakings of the control chain shall be provided in column
2, 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 instruments
if the holding is equal or higher than the notifiable threshold.
xv The names of controlled undertakings
through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled
undertakings cross or reach the lowest applicable threshold themselves.
xvi Example: Correction of a previous
notification.
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
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