UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| MILLICOM INTERNATIONAL CELLULAR S.A. |
| (Name of Issuer) |
| Common Shares |
| (Titles of Class of Securities) |
| L6388F110 |
| (CUSIP Number) |
| October 27, 2022 |
(Date of Event Which Requires Filing of this Statement) |
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 | NAME OF REPORTING PERSON Atlas Investissement | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION France | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 12,046,741(1) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 12,046,741(1) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,046,741(1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1% | |
| 12 | TYPE OF REPORTING PERSON CO | |
(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 | NAME OF REPORTING PERSON NJJ Holding | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION France | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 12,046,741(1) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 12,046,741(1) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,046,741(1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1% | |
| 12 | TYPE OF REPORTING PERSON CO | |
(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 | NAME OF REPORTING PERSON Xavier Niel | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION France | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 12,046,741(1) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 12,046,741(1) | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,046,741(1) | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1% | |
| 12 | TYPE OF REPORTING PERSON IN | |
(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.
| Item 1(a). | Name of Issuer: |
Millicom International Cellular S.A.(the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
| Item 2(a). | Name of Person Filing: |
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.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The business address of each of the Reporting Persons is 16 rue de la Ville l’Evêque 75008 Paris, France.
| Item 2(c). | Citizenship: |
See Item 2(a) above.
| Item 2(d). | Titles of Class of Securities: |
Common Shares, par value $1.50 per share (the “Common Shares”)
| Item 2(e). | CUSIP Number: |
L6388F110
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (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). |
| (f) ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (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). |
| (i) ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) ☐ | Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (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.
| (b) | Percent of class: |
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.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Note applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
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.
SIGNATURE
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
| 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 | ||