SEC Form SC 13D/A filed by Millicom International Cellular S.A. (Amendment)
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 13D | ||
Under the Securities Exchange Act of 1934 (Amendment No. 8)* | ||
| 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) | ||
| September 28, 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
46,608,240(1) | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
46,608,240(1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,608,240(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)
27.13% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) Reflects 46,608,240 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
46,608,240(1) | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
46,608,240(1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,608,240(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)
27.13% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) Reflects 46,608,240 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
46,608,240(1) | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
46,608,240(1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,608,240(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)
27.13% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) Reflects 46,608,240 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
46,608,240(1) | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
46,608,240(1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,608,240(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)
27.13% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) Reflects 46,608,240 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. 8 (“Amendment No. 8”) 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”), as amended by Amendment No. 7 to the Schedule 13D filed on August 24, 2023 (“Amendment No. 7”, and as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 8 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. 7, Atlas acquired an additional 1,845,067 SDRs for an aggregate purchase price of SEK 320,668,681.37 (excluding commissions). These purchases were financed through drawings under the Loan Agreement (as such term is defined under Amendment No. 6).
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On September 1, 2023, Maxime Lombardini, a corporate officer of an affiliate of the Reporting Persons, was appointed by the Board of Directors of the Issuer as President and Chief Operating Officer of the Issuer.
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 September 29, 2023, Atlas beneficially owned 46,608,240 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. 7 on August 24, 2023 through September 29, 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: September 29, 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. 7 to Schedule 13D on August 24, 2023 through September 29, 2023
| Trade Date | Common Shares Purchased/(Sold) |
Weighted Average Price Per Share |
Name of Entity |
| 25-Aug-23 | 110,000 | SEK 168.1735 | Atlas |
| 28-Aug-23 | 52,750 | SEK 170.6822 | Atlas |
| 29-Aug-23 | 33,000 | SEK 172.8117 | Atlas |
| 30-Aug-23 | 30,800 | SEK 175.4895 | Atlas |
| 31-Aug-23 | 49,000 | SEK 175.0889 | Atlas |
| 01-Sep-23 | 98,000 | SEK 173.1925 | Atlas |
| 04-Sep-23 | 92,500 | SEK 173.1306 | Atlas |
| 05-Sep-23 | 63,000 | SEK 172.6837 | Atlas |
| 06-Sep-23 | 71,000 | SEK 174.0242 | Atlas |
| 07-Sep-23 | 87,000 | SEK 173.3640 | Atlas |
| 08-Sep-23 | 93,959 | SEK 172.2183 | Atlas |
| 11-Sep-23 | 52,750 | SEK 174.7938 | Atlas |
| 12-Sep-23 | 35,800 | SEK 176.8090 | Atlas |
| 13-Sep-23 | 47,300 | SEK 177.5511 | Atlas |
| 14-Sep-23 | 44,000 | SEK 179.9281 | Atlas |
| 15-Sep-23 | 78,000 | SEK 178.0415 | Atlas |
| 18-Sep-23 | 134,500 | SEK 175.7111 | Atlas |
| 19-Sep-23 | 84,140 | SEK 174.5263 | Atlas |
| 20-Sep-23 | 44,500 | SEK 178.1162 | Atlas |
| 21-Sep-23 | 33,000 | SEK 178.9686 | Atlas |
| 22-Sep-23 | 60,000 | SEK 178.2037 | Atlas |
| 25-Sep-23 | 85,000 | SEK 176.0071 | Atlas |
| 26-Sep-23 | 97,068 | SEK 173.3274 | Atlas |
| 27-Sep-23 | 106,000 | SEK 170.7926 | Atlas |
| 28-Sep-23 | 96,000 | SEK 169.7003 | Atlas |
| 29-Sep-23 | 66,000 | SEK 169.9639 | Atlas |
The above transactions were made under the Purchase Mandate with respect to SDRs effected in the open market.