SC 13D/A 1 tm2324770d1_sc13da.htm SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     
     
SCHEDULE 13D
     
     

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 
MILLICOM INTERNATIONAL CELLULAR S.A.
(Name of Issuer)
 

Common Shares

(Title of Class of Securities)

 

L6388F110

(CUSIP Number)

 

Denis Klimentchenko

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

22 Bishopsgate

London, EC2N 4BQ

Tel: +44(0)20 7519 7289

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 23, 2023
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: x
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

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)

 

¨ 

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

 

44,763,173(1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

44,763,173(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,763,173(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)

 

26.06%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1) Reflects 44,763,173 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.

 

2

 

 

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)

 

¨ 

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

 

44,763,173(1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

44,763,173(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,763,173(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)

 

26.06%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1) Reflects 44,763,173 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.

 

3

 

 

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)

 

¨ 

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

 

44,763,173(1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

44,763,173(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,763,173(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)

 

26.06%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1) Reflects 44,763,173 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.

 

4

 

 

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)

 

¨ 

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

 

44,763,173(1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

44,763,173(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,763,173(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)

 

26.06%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) Reflects 44,763,173 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.

 

5

 

 

Explanatory Note

 

This Amendment No. 7 (“Amendment No. 7”) 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, as amended by Amendment No. 5 to the Schedule 13D filed on June 2, 2023 (“Amendment No. 5”), as amended by Amendment No. 6 to the Schedule 13D filed on July 24, 2023 (“Amendment No. 6”, and as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 7 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. 6, Atlas acquired an additional 1,942,701 SDRs for an aggregate purchase price of SEK 327,645,521.03 (excluding commissions). These purchases were financed through loans from Atlas Investissement.

 

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 171,769,190 Common Shares outstanding (based on 172,096,305 Common Shares outstanding as of the date hereof, less 327,115 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 44,763,173 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. 6 on July 24, 2023.

 

 

 

 

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: August 24, 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. 6 to Schedule 13D on July 24, 2023

 

Trade Date Common Shares
Purchased/(Sold)
Weighted Average Price
Per Share
Name of Entity
25-Jul-23 53,000 SEK 174.6331 Atlas
26-Jul-23 53,000 SEK 173.9182 Atlas
27-Jul-23 148,055 SEK 166.2091 Atlas
28-Jul-23 92,000 SEK 164.5482 Atlas
31-Jul-23 126,000 SEK 162.5942 Atlas
01-Aug-23 113,000 SEK 164.6787 Atlas
02-Aug-23 95,000 SEK 163.3446 Atlas
03-Aug-23 70,000 SEK 168.5618 Atlas
04-Aug-23 47,000 SEK 172.4247 Atlas
07-Aug-23 70,364 SEK 172.5757 Atlas
08-Aug-23 70,000 SEK 171.4168 Atlas
09-Aug-23 47,000 SEK 174.0303 Atlas
10-Aug-23 45,000 SEK 173.3903 Atlas
11-Aug-23 38,182 SEK 173.6402 Atlas
14-Aug-23 55,000 SEK 174.5613 Atlas
15-Aug-23 89,000 SEK 174.4278 Atlas
16-Aug-23 63,000 SEK 172.2058 Atlas
17-Aug-23 75,000 SEK 172.1484 Atlas
18-Aug-23 86,600 SEK 169.3716 Atlas
21-Aug-23 150,000 SEK 169.3516 Atlas
22-Aug-23 147,000 SEK 166.2534 Atlas
23-Aug-23 106,500 SEK 165.6780 Atlas
24-Aug-23 103,000 SEK 166.1715 Atlas

 

The above transactions were made under the Purchase Mandate with respect to SDRs effected in the open market.