Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)

☒  Rule 13d-1(c)

☐  Rule 13d-1(d)

* The remainder of this cover page shall be filled out of 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 in 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).

(1) Reflects (a) 893,385 Swedish Depositary Receipts (“SDRs”) held directly by Atlas Investissement (“Atlas”), which may be exchanged for Issuer common shares, par value $1.50 per share (“Common Shares”), on a one-for-one basis, and (b) equity-linked swaps held directly by Atlas, which will be physically settled in 11,153,356 SDRs at the maturity date or any time earlier on two business days’ notice at the request of Atlas.  NJJ Holding, as the sole owner of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. 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 and NJJ Holding.

 

(1) Reflects (a) 893,385 SDRs held directly by Atlas, which may be exchanged for Common Shares on a one-for-one basis, and (b) equity-linked swaps held directly by Atlas, which will be physically settled in 11,153,356 SDRs at the maturity date or any time earlier on two business days’ notice at the request of Atlas.  NJJ Holding, as the sole owner of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. 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 and NJJ Holding.

 

(1) Reflects (a) 893,385 SDRs held directly by Atlas, which may be exchanged for Common Shares on a one-for-one basis, and (b) equity-linked swaps held directly by Atlas, which will be physically settled in 11,153,356 SDRs at the maturity date or any time earlier on two business days’ notice at the request of Atlas.  NJJ Holding, as the sole owner of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. 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 and NJJ Holding.   

Millicom International Cellular S.A.(the “Issuer”)

2, Rue du Fort Bourbon,

L-1249 Luxembourg

Grand Duchy of Luxembourg

This Statement is being filed on behalf of (i) Atlas Investissement (“Atlas”), a company organized in France, (ii) NJJ Holding, a company organized in France, and (iii) Xavier Niel, a citizen of France (collectively, the “Reporting Persons”).

Atlas directly holds the securities reported herein.  NJJ Holding, as the sole owner of Atlas, may be deemed to have shared beneficial ownership over the securities held directly by Atlas.  Mr. Niel, as the sole owner of NJJ Holding, may be deemed to have shared beneficial ownership over the securities beneficially owned by Atlas and NJJ Holding.

Neither the filing of this Schedule 13G 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 (as defined below) referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares.

The business address of each of the Reporting Persons is 16 rue de la Ville l’Evêque 75008 Paris, France.

See Item 2(a) above.

Common Shares, par value $1.50 per share (the “Common Shares”)

L6388F110

(a)   ☐

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)   ☐

Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)   ☐

Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)   ☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)   ☐

Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(g)   ☐

Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)   ☐

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(k)   ☐

Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .

Item 4.

Ownership

(a)

Amount beneficially owned:

Each of the Reporting Persons may be deemed to be the beneficial owner of the Common Shares listed on such Reporting Person’s cover page.

As of the date hereof, Atlas directly holds: (i) 893,385 Swedish Depositary Receipts (“SDRs”), which may be exchanged for Common Shares on a one-for-one basis, and (ii) equity-linked swaps, which will be physically settled in 11,153,356 SDRs at the maturity date or any time earlier on two business days’ notice at the request of Atlas.

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of the Common Shares listed on such Reporting Person’s cover page.

Calculations of the percentage of Common Shares beneficially owned assume 170,867,213 Common Shares outstanding as of June 30, 2022 (excluding shares held in treasury), as described in the Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 28, 2022.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

See responses to Item 6 on each cover page.

See responses to Item 7 on each cover page.

See responses to Item 8 on each cover page.

Not applicable.

Note applicable.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 4, 2022