CUSIP No.: L6388F110
1 |
NAMES OF REPORTING PERSONS
Atlas Luxco S.à r.l. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO, BK |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
41,821,641(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
41,821,641(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,821,641(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.42% |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) Reflects 41,821,641 Swedish Depositary Receipts (“SDRs”)
beneficially owned by Atlas Luxco S.à r.l. (“Atlas”), which may be exchanged for Issuer common shares, par value
$1.50 per share (“Common Shares”), on a one-for-one basis. Atlas Investissement, as the sole owner of Atlas, may be
deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. NJJ Holding, as the sole owner of Atlas
Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement.
Xavier Niel, as the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned
by Atlas, Atlas Investissement and NJJ Holding.
CUSIP No.: L6388F110
1 |
NAMES OF REPORTING PERSONS
Atlas Investissement |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
France |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
41,821,641(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
41,821,641(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,821,641(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.42% |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) Reflects 41,821,641 SDRs beneficially owned by Atlas, which may
be exchanged for Common Shares on a one-for-one basis. Atlas Investissement, as the sole owner of Atlas, may be deemed to have shared
beneficial ownership over the Common Shares beneficially owned by Atlas. NJJ Holding, as the sole owner of Atlas Investissement, may be
deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, as
the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas
Investissement and NJJ Holding.
CUSIP No.: L6388F110
1 |
NAMES OF REPORTING PERSONS
NJJ Holding |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
France |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
41,821,641(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
41,821,641(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,821,641(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨ |
0 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.42% |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) Reflects 41,821,641 SDRs beneficially owned by Atlas, which may
be exchanged for Common Shares on a one-for-one basis. Atlas Investissement, as the sole owner of Atlas, may be deemed to have shared
beneficial ownership over the Common Shares beneficially owned by Atlas. NJJ Holding, as the sole owner of Atlas Investissement, may be
deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, as
the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas
Investissement and NJJ Holding.
CUSIP No.: L6388F110
1 |
NAMES OF REPORTING PERSONS
Xavier Niel |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
France |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
41,821,641(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
41,821,641(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,821,641(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.42% |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) Reflects 41,821,641 SDRs beneficially owned by Atlas, which may
be exchanged for Common Shares on a one-for-one basis. Atlas Investissement, as the sole owner of Atlas, may be deemed to have shared
beneficial ownership over the Common Shares beneficially owned by Atlas. NJJ Holding, as the sole owner of Atlas Investissement, may be
deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, as
the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas
Investissement and NJJ Holding.
Explanatory Note
This Amendment No. 5 (“Amendment
No. 5”) to Schedule 13D relates to the Common Shares, par value $1.50 per share (the “Common Shares”), of
Millicom International Cellular S.A., a Luxembourg company (the “Issuer”), and amends and supplements the initial statement
on Schedule 13D filed on February 24, 2023, as amended by Amendment No. 1 to the Schedule 13D filed on March 28, 2023, as amended by Amendment
No. 2 to the Schedule 13D filed on April 26, 2023, as amended by Amendment No. 3 to the Schedule 13D filed on May 12, 2023, as amended
by Amendment No. 4 to the Schedule 13D filed on May 25, 2023 (“Amendment No. 4”, and as so amended, the “Schedule
13D”). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule
13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by the
following:
Since the filing of Amendment No. 4, Atlas acquired
an additional 415,571 SDRs for an aggregate purchase price of 81,109,069.93 SEK (excluding commissions). These purchases were financed
through loans from Atlas Investissement.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On May 31, 2023, Atlas entered into a Rule 10b5-1
purchase plan, in the form of an SDR Purchase Mandate (the “Purchase Mandate”), pursuant to which Atlas may purchase
up to a maximum of 8,500,000 SDRs, subject to certain other pre-agreed pricing limits and volume limits. The amount and timing of any
purchase, if any, may vary and will be determined based on market conditions, share price and other factors. The program will not require
Atlas to purchase any specific number of SDRs or at all, and may be modified, suspended or terminated at any time at short notice in accordance
with the terms of the Purchase Mandate.
The foregoing description of the Purchase Mandate
is qualified in its entirety by reference to the Purchase Mandate, which is filed as an exhibit hereto and incorporated herein by reference.
On May 31, 2023, Thomas Reynaud, the chief executive
officer of Iliad S.A., an affiliate of the Reporting Persons, Nicolas Jaeger, the deputy chief executive officer of Iliad S.A., an affiliate
of the Reporting Persons, and Michael Golan, who served in several executive positions in the NJJ Holding group, an affiliate of the Reporting
Persons, were elected to serve as directors of the Issuer at the Issuer’s 2023 Annual General Meeting. On the same date, Nicolas
Jaeger, who had previously been appointed as representative of Atlas to the Issuer’s Nomination Committee (which is composed of
representatives of its major shareholders) has resigned from such position in light of his aforementioned appointment as director of the
Issuer. It is expected that another Atlas representative will be appointed to replace Mr. Jaeger at the Issuer’s Nomination Committee.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated
as follows:
(a) and (b) The percentage of beneficial ownership
in this Schedule 13D is based on 171,271,115 Common Shares outstanding (based on 172,096,305 Common Shares outstanding as of May 26, 2023,
less 825,190 Common Shares held in treasury, as set forth on the Issuer's website on the date hereof).
The aggregate number and percentage of Common Shares
beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote
or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power
to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are
incorporated herein by reference.
As of the date hereof, Atlas beneficially owns
41,821,641 SDRs, which may be exchanged for Common Shares on a one-for-one basis.
Neither the filing of this Schedule 13D nor any
of its contents shall be deemed to constitute an admission that any Reporting Person (other than Atlas to the extent it directly holds
the securities reported herein) is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership
of such shares.
(c) Except as described in this Schedule 13D or Annex B
attached hereto, the Reporting Persons have not effected any transactions in Common Shares since the filing of Amendment No. 4 on May
25, 2023.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is
hereby amended and supplemented as follows:
The information set forth in
Item 4 of this Amendment No. 5 is incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following
exhibit:
3 Purchase Mandate
SIGNATURES
After reasonable inquiry and to the best of each
of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set
forth in this statement is true, complete and correct.
Dated: June 2, 2023
|
ATLAS LUXCO S.À R.L. |
|
|
|
By: |
/s/ Anthony Maarek |
|
Name: |
Anthony Maarek |
|
Title: |
Manager |
|
|
|
By: |
/s/ Tigran Khachatryan |
|
Name: |
Tigran Khachatryan |
|
Title: |
Manager |
|
|
|
ATLAS INVESTISSEMENT |
|
|
|
By: |
/s/ Xavier Niel |
|
Name: |
Xavier Niel |
|
Title: |
Président of NJJ Holding itself Président of Atlas Investissement |
|
|
|
NJJ HOLDING |
|
|
|
By: |
/s/ Xavier Niel |
|
Name: |
Xavier Niel |
|
Title: |
Président |
|
|
|
XAVIER NIEL |
|
|
|
By: |
/s/ Xavier Niel |
[Millicom International Cellular S.A. - Schedule
13D/A]
ANNEX B
Trading History Since the Filing of Amendment No.
4 to Schedule 13D on May 25, 2023
Trade Date |
Common Shares
Purchased/(Sold) |
Weighted Average Price
Per Share |
Name of Entity |
05-26-2023 |
415,571 |
SEK 195.1750 |
Atlas |
The above transaction was with respect to SDRs effected in the open
market.