As filed with the Securities and Exchange Commission
on March 1, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Millicom International Cellular S.A.
(Exact Name of Registrant as Specified in Its Charter)
| Grand Duchy of Luxembourg |
|
N/A |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
| |
2, Rue du Fort Bourbon
L-1249 Luxembourg
+352-277-59018 |
|
| (Address and Telephone Number of Registrant’s Principal Executive Offices) |
| |
CT Corporation System
28 Liberty Street
New York, NY 10015
+1 212-894-8940 |
|
| (Name, Address, and Telephone Number of Agent For Service) |
| |
Copy to: |
|
|
John B. Meade, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: +1 (212) 450-4000
|
|
Mauricio Ramos
President and Chief Executive Officer
Millicom International Cellular S.A.
2, Rue du Fort Bourbon
L-1249 Luxembourg |
| Fax: +1 (212) 701-5800 |
|
Tel: +352-277-59018 |
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction
I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Millicom International Cellular
S.A.
Common Shares and Rights to
Purchase Common Shares, Including Common Shares Represented by Swedish Depository Receipts
This prospectus may be used to offer common shares
of Millicom and rights to purchase such common shares (which may include common shares represented by Swedish Depository Receipts), which
we collectively refer to as the “securities.”
This prospectus describes some of the general
terms that may apply to these securities and the general manner in which they may be offered. We will provide the specific terms of the
securities being offered and the manner in which they are offered in supplements to this prospectus. The prospectus supplements will also
contain the names of any selling security holders, underwriters, dealers or agents involved in the sale of the securities, together with
any applicable commissions or discounts. You should read this prospectus and any accompanying prospectus supplement carefully before you
invest in any of these securities.
This prospectus may not be used to sell any securities
unless accompanied by a prospectus supplement.
___________________________________
Investing in our securities involves risks.
You should carefully consider the risk factors referred to on page 2 of this prospectus, in any applicable prospectus supplement and in
the documents incorporated or deemed incorporated by reference in this prospectus and the applicable prospectus supplement before you
invest in our securities.
___________________________________
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
Prospectus dated March 1, 2022.
TABLE OF CONTENTS
About
This Prospectus
This prospectus is part of a registration statement
that we filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, utilizing a shelf registration process.
Under this shelf process, the securities described in this prospectus may be sold in one or more offerings. This prospectus provides you
with a general description of the securities that may be offered. Each time securities are offered pursuant to this prospectus, we will
attach a prospectus supplement to the front of this prospectus that will contain specific information about the terms of those securities
and their offering. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or
by incorporating by reference information that we file with or furnish to the SEC. The registration statement that we filed with the SEC
includes exhibits that provide more detail on the matters discussed in this prospectus. Before you invest in any securities offered by
this prospectus, you should read this prospectus, any related prospectus supplements and the related exhibits filed with the SEC, together
with the additional information described under the heading “Incorporation of Certain Documents by Reference.”
Unless otherwise indicated or the context otherwise
requires, in this prospectus, we use the terms the “Company,” “we,” “us,” and “our” to
refer to Millicom International Cellular S.A. and its consolidated subsidiaries. References to “securities” include any security
that we might sell under this prospectus or any prospectus supplement. References to “$” and “dollars” are to
United States dollars.
We are responsible for the information contained
and incorporated by reference in this prospectus, any accompanying prospectus supplement and in any related free-writing prospectus we
prepare or authorize. We have not authorized anyone to give you any other information, and we do not take any responsibility for any other
information that others may give you.
Millicom is not making an offer to sell these
securities in any jurisdiction where the offer or sale are not permitted. This document may only be used where it is legal to sell these
securities.
You should not assume that the information
contained or incorporated by reference in this prospectus or the prospectus supplement is accurate as of any date other than the date
on the front cover of this prospectus. Millicom’s business, financial condition, results of operations and prospects may have changed
since that date.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to incorporate by reference
information into this document from other documents that we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information
in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. The
SEC maintains an internet website at http://www.sec.gov, from which you can electronically access the documents we file with the SEC.
We incorporate by reference into this prospectus
and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the
SEC:
| · | Our Annual Report on Form 20-F/A for the year ended December 31, 2021, as filed with the SEC on March 1, 2022; and |
| · | Items 1, 2 and 3 of our Report on Form 6-K as filed with the SEC on March 1, 2022. |
In addition, we incorporate by reference into
this prospectus any future documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securties Exchange Act
of 1934, as amended (the “Exchange Act”) from the date of this prospectus until any offering contemplated in this prospectus
is completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus (or portions thereof) are incorporated by
reference in this prospectus only to the extent that the report expressly states that it is (or such portions are) incorporated by reference
into this prospectus.
We will provide to each person at their request, including any beneficial
owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference into
this prospectus but not delivered with this prospectus. We will provide these reports upon written or oral request at no cost to the requester.
Please direct your request, either in writing or by telephone, to Millicom International Cellular, S.A., 2, Rue du Fort Bourbon, L-1249
Luxembourg, Grand Duchy of Luxembourg, telephone: +352 27 759 018. In addition, copies of the documents incorporated herein by reference
may be accessed at our website at www.millicom.com. The reference to our website address does not constitute incorporation by reference
of the information contained on or accessible through our website, and you should not consider the contents of our website in making an
investment decision with respect to the offer.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements
of the Exchange Act that are applicable to foreign private issuers. Accordingly, we are required to file reports and other information
with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website at http://www.sec.gov,
from which you can electronically access the registration statement and its materials.
As a foreign private issuer, we are exempt under the Exchange Act from,
among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal
and selling shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange
Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently
or as promptly as U.S. companies whose securities are registered under the Exchange Act.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated
by reference herein, and the related prospectus supplement contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange
Act of 1934, as amended. This prospectus, the documents incorporated by reference herein and the related prospectus supplement contain
certain forward-looking statements concerning our intentions, beliefs or current expectations regarding our future financial results,
plans, liquidity, prospects, growth, strategy and profitability, as well as the general economic conditions of the industries and countries
in which we operate. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events,
future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths
and weaknesses, our business strategy and the trends we anticipate in the industries and the economic, political and legal environments
in which we operate and other information that is not historical information.
Many of the forward-looking statements contained
in the prospectus, the documents incorporated by reference herein and the related prospectus supplement can be identified by the use of
forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,”
“plan,” “intend,” “estimate” and “potential,” among others. These statements include,
but are not limited to, statements regarding our intent, belief or current expectations with respect to:
| · | global economic conditions and foreign exchange rate fluctuations as well as local economic conditions in the markets we serve; |
| · | potential disruption due to diseases, pandemics, political events, piracy or acts by terrorists, including the impact of the outbreak
of the COVID-19 virus and the ongoing efforts throughout the world to contain it; |
| · | telecommunications usage levels, including traffic, customer growth and the accelerated transition from traditional to digital services
as a result of the COVID-19 pandemic; |
| · | competitive forces, including pricing pressures, the ability to connect to other operators’ networks and our ability to retain
market share in the face of competition from existing and new market entrants as well as industry consolidation; |
| · | the achievement of our operational goals, financial targets and strategic plans, including the acceleration of cash flow growth, the
reduction in net leverage, the expansion of our fixed broadband network, and the implementation of a share repurchase program and environmental,
social and governance standards; |
| · | legal or regulatory developments and changes, or changes in governmental policy, including with respect to the availability of spectrum
and licenses, the level of tariffs, laws and regulations which require the provision of services to customers without charging or the
ability to disconnect such services during the COVID-19 pandemic, tax matters, the terms of interconnection, customer access and international
settlement arrangements; |
| · | our ability to grow our mobile financial services business in our Latin American markets; |
| · | adverse legal or regulatory disputes or proceedings; |
| · | the success of our business, operating and financing initiatives and strategies, including partnerships and capital expenditure plans; |
| · | our expectations regarding the growth in fixed broadband penetration rates and the return that our investment in broadband networks
will yield; |
| · | the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering new markets, the
successful deployment of new systems and applications to support new initiatives; |
| · | our ability to create new organizational structures for the Tigo Money and Towers businesses and manage them independently to enhance
their value; |
| · | relationships with key suppliers and costs of handsets and other equipment; |
| · | our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses in a timely
and cost-effective manner and achieve the expected benefits of such transactions; |
| · | the availability, terms and use of capital, the impact of regulatory and competitive developments on capital outlays, the ability
to achieve cost savings and realize productivity improvements; |
| · | technological development and evolving industry standards, including challenges in meeting customer demand for new technology and
the cost of upgrading existing infrastructure; |
| · | the capacity to upstream cash generated in operations through dividends, royalties, management fees and repayment of shareholder loans;
and |
| · | other factors or trends affecting our financial condition or results of operations. |
This list of important factors is not exhaustive.
You should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic,
social and legal environments in which we operate. Forward-looking statements are only our current expectations and are based on our management’s
beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties,
and actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors,
including, but not limited to, those identified under “Item 3—D. Key Information—Risk Factors” in our most recent
Annual Report on Form 20-F. These risks and uncertainties include factors relating to the markets in which we operate and global economies,
securities and foreign exchange markets, which exhibit volatility and can be adversely affected by developments in other countries, factors
relating to the telecommunications industry in the markets in which we operate and changes in its regulatory environment, and factors
relating to the competitive markets in which we operate.
THE COMPANY
We are a leading provider of cable and mobile
services dedicated to emerging markets. Through our main brands Tigo and Tigo Business™, we provide a wide range of digital services
in nine countries in Latin America and one country in Africa, including high-speed data, cable TV, direct-to-home satellite TV (“DTH”
and when we refer to DTH together with cable TV, we use the term “pay-TV”), mobile voice, mobile data, SMS, mobile financial
services (“MFS”), fixed voice, and business solutions including value-added services (“VAS”). We provide services
on both a business-to-consumer and a business-to-business basis, and we have used the Tigo brand in all our markets since 2004.
We offer the following principal categories of
services:
| · | Mobile, including mobile data, mobile voice, and MFS to consumer, business and government customers; |
| · | Cable and other fixed services, including broadband, pay-TV, content, and fixed voice services for residential (Home) customers, as
well as voice, data and VAS and solutions to business and government customers. |
We conduct our operations through local holding
and operating entities in various countries, which are either our subsidiaries (in which we are the sole shareholder or the controlling
shareholder) or joint ventures with our local partners. In Latin America, our principal region, we provide both mobile and cable services
in eight countries: Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay. In addition, we provide cable
services in Costa Rica. In Africa, we provide mobile services in Tanzania.
The Company’s legal name is Millicom International
Cellular S.A. The Company uses the Tigo brand in all of the countries in which we do business. We are a public limited liability company
(société anonyme), organized and established under the laws of the Grand Duchy of Luxembourg on June 16, 1992 and registered
with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B40630. The Company’s registered office
is at: 2, Rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg. The Company’s telephone number is: +352 27 759 018.
The Company’s U.S. agent for service of process is: CT Corporation, 111 Eighth Avenue, 13th Floor, New York, New York 10011, United
States. The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically
with the SEC. The address of that website is www.sec.gov. The Company’s website address is www.millicom.com. The information contained
on, or that can be accessed through, the Company’s website is not part of, and is not incorporated into, this prospectus.
RISK FACTORS
An investment in the securities offered using
this prospectus involves a high degree of risk. You should carefully consider the risks described below, together with the risks described
in the documents incorporated by reference into this prospectus, and any risk factors included in the prospectus supplement, before making
an investment decision. The Company’s business, financial condition and results of operations could be materially and adversely
affected by any of these risks, and the trading price and liquidity of the securities offered using this prospectus could decline, in
which case you may lose all or part of your investment. The risks described below are those known to Millicom and that it currently believes
may materially affect it.
Risks Relating to Millicom
You should read “Risk Factors” under
“Item 3—D. Key Information—Risk Factors” in Millicom’s Annual Report on Form 20-F/A for the year ended December
31, 2021, which is incorporated by reference in this prospectus, for information on risks relating to Millicom (including its industry,
business and financial structure). See “Incorporation of Certain Information by Reference” and “Where You Can Find More
Information.”
USE OF PROCEEDS
The specific use of proceeds, if any, from the
sale of securities will be specified in the accompanying prospectus supplement relating to a particular offering. Unless the applicable
prospectus supplement states otherwise, the net proceeds from the sale of the securities described in this prospectus will be used for
general corporate purposes, which may include:
| · | meeting or enhancing our working capital requirements; |
| · | redeeming or repurchasing our outstanding securities; |
| · | refinancing our outstanding debt; |
| · | financing capital expenditures or business acquisitions; or |
| · | for other general corporate purposes. |
We may temporarily invest the proceeds of any
offering in short-term investments.
DESCRIPTION OF COMMON SHARES
This prospectus may be used to offer our common
shares, including common shares represented by SDRs.
For a description of our common shares, please
see “Share Capital” under “Item 10. Additional Information—A. Share Capital” in Millicom’s Annual
Report on Form 20-F/A for the year ended December 31, 2021, which is incorporated by reference in this prospectus. The description of our
common shares does not purport to be complete and is subject to, and qualified in its entirety by reference to, all of the provisions
of our Articles of Association. Prospective investors are urged to read the exhibits incorporated by reference for a complete understanding
of our Articles of Association. For a description of our Articles of Association, please see “Item 10. Additional Information—B.
Memorandum and Articles of Association” in our Annual Report on Form 20-F/A.
DESCRIPTION OF RIGHTS TO PURCHASE COMMON SHARES
We may offer rights to purchase common shares of
the Company, including common shares represented by SDRs, which we refer to as “common share rights.” The applicable prospectus
supplement will describe the specific terms of any such rights offering, including the following.
| · | the title of the common share rights; |
| · | the class of common shares for which the common share rights are exercisable; |
| · | the exercise price for the common share rights; |
| · | the number of common share rights issued; |
| · | any other terms of the common share rights, including terms, procedures and limitations relating to the exercise of the common share
rights; |
| · | whether the common share rights may be exercised only by our existing shareholders or additionally by other persons, and whether any
unsubscribed common share rights or the common shares underlying such rights may be offered to persons other than our shareholders; |
| · | whether the common share rights will be offered to holders of SDRs and the terms, procedures and limitations relating to the exercise
of the common share rights by or on behalf of SDR holders; |
| · | information regarding the trading of common share rights, including the stock exchanges, if any, on which the common share rights
will be listed; |
| · | the record date, if any, to determine who is entitled to the common share rights; |
| · | the period during which common share rights may be exercised; |
| · | the material terms of any standby underwriting arrangement we enter into in connection with the offering; and |
| · | if applicable, a discussion of the material U.S. federal income and Luxembourg tax considerations applicable to the issuance and exercise
of the common share rights. |
DESCRIPTION OF SWEDISH DEPOSITORY RECEIPTS
The SDRs are governed by a custodian agreement
between us and Skandinaviska Enskilda Banken AB (publ) (the “Depository”), dated as of December 16, 2011, as amended, which
stipulates our and the Depository’s various responsibilities in relation to the SDRs (the “Custodian Agreement”), and
the General Terms & Conditions for Swedish Depository Receipts, dated as of January 2012, as amended, which set forth the terms and
conditions of the SDRs and govern the relationship between SDR holders and the Depository (together with the Custodian Agreement, the
“Deposit Agreement”).
In connection with any offering of our common
shares and pursuant to the Deposit Agreement, we may deposit all or a portion of such shares with the Depository at the request of any
underwriter, subscriber or other purchaser entitled to receive the common shares in the form of new SDRs. The Depository will then deliver
SDRs representing the common shares to the requesting underwriter, subscriber or purchaser. Any such SDRs will be issued and governed
by Swedish law and in accordance with the Deposit Agreement.
The following is a summary of certain provisions
of the Deposit Agreement. Such summary does not purport to be complete and is qualified in its entirety by reference to the above-referenced
Custodian Agreement and the General Terms & Conditions for Swedish Depository Receipts, which, together with the amendments thereto,
are filed as exhibits hereto. Copies of the Deposit Agreement are also available for inspection at the principal office of the Depository,
currently located at Kungsträdgårdsgatan 8, SE-106 40 Stockholm, Sweden.
Swedish Depository Receipts
SDRs representing common shares of the Company
are issuable pursuant to the Deposit Agreement. Each SDR represents the right to receive one common share upon the request of the SDR
holder in accordance with the Deposit Agreement and the process described below. The common shares represented by SDRs are deposited with
the Depository, as depository and custodian in Sweden. An SDR holder is not treated as one of our common shareholders and, as a result,
may not have certain rights enjoyed by the holders of our common shares. The rights of the holders of our common shares are governed by
the laws of the Grand Duchy of Luxembourg and our Articles of Association. See “Description of Common Shares.” The rights
of SDR holders are governed by the provisions of the Deposit Agreement, which is governed by Swedish law. In accordance with applicable
laws and to the extent practically possible, the Deposit Agreement provides that SDR holders shall have rights with respect to the Company
as would be exercisable if they had owned common shares directly and not SDRs.
Deposit and Withdrawal of Common Shares and Issuance of SDRs
Subject to the terms and conditions of the Deposit
Agreement, the Depository shall accept our common shares for deposit by registration of the Depository as owner of the common shares in
lieu of the holder, provided that the person depositing such shares delivers (i) physical certificates of such shares to the Company or
Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as and to the extent applicable, together with a request for approval
of the authenticity of the document and consent to deposit the shares with the Depository, (ii) a written order to the Depository to arrange
to make an adjustment to the book-entry verification register kept by Euroclear Sweden AB for the number of SDRs representing such deposited
common shares and (iii) any payments and other documentation as required by the Deposit Agreement and other applicable law. The Depository
will arrange to have the SDRs registered in the verification register kept by Euroclear Sweden AB and provide instructions necessary to
have the SDRs credited to the holders’ respective accounts. Any SDRs registered with Euroclear Sweden AB are listed on the Nasdaq
Stockholm AB stock exchange.
Upon receipt by the Depository of written instructions
from a holder surrendering SDRs and the payment of all taxes, fees and governmental charges specified in the Deposit Agreement, the holder
of such SDRs shall be directly registered as a shareholder in either the Company’s share register kept by Skandinaviska Enskilda
Banken S.A. (the “Registrar”) in Luxembourg or in the register of common shares maintained by Broadridge, as the case may
be, for the number of common shares equal to the holder’s holdings of SDRs. Such registration shall take place as soon as the corresponding
number of SDRs are de-registered from the verification register kept by Euroclear Sweden AB.
The deposit and withdrawal of common shares may
be limited from time to time as determined by the Depository in consultation with the Company.
Record Date
Whenever any cash dividend or other cash distribution
becomes payable or any distribution other than cash is made, or whenever rights are issued with respect to the deposited shares, or whenever,
for any reason, the Company causes a change in the number of common shares that are represented by each SDR, any exchange of SDRs is effected
or the Depository receives notice of any meeting of holders of the deposited securities, the Company and the Depository will fix a record
date for the determination of the holders who are entitled to receive such dividend or other property, distribution or rights or the net
proceeds of the sale thereof, to receive common shares in connection with bonus issues, to give instructions for the exercise of voting
rights at any such meeting and to otherwise exercise those rights which normally inure to shareholders in the Company. To the extent practically
feasible and otherwise appropriate, the record date in Sweden for dividends and other rights will correspond to the record date for holders
of common shares as provided by Luxembourg law and the Articles of Association of the Company.
Rights, Dividends and Other Distributions
Upon receipt of any cash dividend or other cash
distribution by the Company, the Depository will as promptly as practicable convert or cause to be converted such dividend or other cash
distribution received by it on the deposited common shares into Swedish krona (“SEK”). On the payment date determined by the
Depository and the Company, such amount will be distributed through Euroclear Sweden AB to the SDR holders in proportion to the number
of SDRs representing such deposited common shares held by each of them. The amounts distributed will be reduced by any amounts required
to be withheld by us or the Depository on account of taxes or other governmental charges.
If we declare a dividend or free bonus distribution
of common shares (excluding a distribution where an SDR holder is given the option to receive cash in lieu of common shares), the Depository
will arrange to adjust the verification register kept by Euroclear Sweden AB to reflect the increase in the aggregate number of SDRs representing
such shares. If in the opinion of the Depository, however, the dividend or distribution is not feasible for any reason (including any
requirement involving that the Company, Euroclear Sweden AB or the Depository must withhold an amount of taxes or other governmental charges
in order for the dividend or distribution to occur), the Depository may, upon consultation with us, adopt such method as it may deem equitable
or practicable in order to effect such distribution. Such methods include the advance payment of any taxes or governmental charges or
the sale (public or private) of all or any part of the common shares and the distribution to owners of the net proceeds of any such sale,
as in the case of a distribution received in cash. If any SDR holder is entitled to receive fractional shares as a result of a dividend
or free bonus distribution of common shares, the Depository will promptly sell the fractional shares and distribute the proceeds of such
sale to the SDR holder.
If we declare a dividend in the form of preferential
subscription rights that entitle holders to subscribe for additional common shares, we may make provisions for the distribution of preferential
subscription rights to SDR holders that entitle them to subscribe for SDRs. The terms of any such rights to subscribe for SDRs will be
described in the applicable prospectus supplement.
Whenever the Depository receives any distribution
upon any deposited shares in securities or property (other than cash or shares or rights upon any deposited securities), including a distribution
whereby SDR holders are offered the option of receiving either cash or securities, the Depository will cause such securities or property
to be distributed to the SDR holders entitled thereto, in proportion to their holdings, in any manner that the Depository may decide.
If in the opinion of the Depository, however, the distribution of such property cannot be made proportionately among such owners, or if
for any other reason (including any requirement that the Depository or Euroclear Sweden AB must withhold an amount on account of taxes
or other governmental charges in order for the distribution to occur) the Depository deems such distribution not feasible, the Depository
may, upon consultation with us, adopt such method as it may deem equitable or practical be in order to effect such distribution, including
the sale (public or private) of all or any part of such securities or property and the distribution to owners of the net proceeds of any
such sale, as in the case of a distribution received in cash.
Taxation
In connection with any dividend to SDR holders,
we, the Depository, the Registrar or Euroclear Sweden AB will withhold and remit to the appropriate governmental authorities in Luxembourg
and Sweden any amounts of tax required to be withheld. In the event that the Company, the Depository, the Registrar, Euroclear Sweden
AB or any of their respective agents determines that dividends in cash, shares, rights or other property are subject to tax or other governmental
fees which are required to be withheld, it is entitled to withhold cash amounts or sell all or part of such property as is financially
and practically necessary to sell in order to be able to pay such taxes or fees. The Depository will distribute the net proceeds of any
sale or the balance of any such property or cash after deduction of such taxes or fees to the SDR holders entitled thereto. The SDR holders
will remain liable for any deficiency.
Voting
The Depository, the Company and Euroclear Sweden
AB will establish arrangements such that the SDR holders may participate in the Company’s general meetings of shareholders and vote
for the common shares represented by the SDRs. SDR holders as of the record date specified by the Depository and the Company are entitled,
subject to the Deposit Agreement, our Articles of Association and other applicable law, to participate in the proceedings of and vote
at the general meetings of the shareholders. In consultation with the Depository, the Company will send notice of such general meetings
in accordance with Luxembourg law and other applicable rules and regulations, which will contain instructions regarding what actions must
be taken by an SDR holder in order to participate in the general meeting or otherwise exercise his or her voting right.
The Depository will make arrangements so that
proxies, with full power of substitution, are issued by the Depository to each SDR holder who is registered as a holder on the record
date of the general meeting to represent the Depository in its capacity as holder of common shares and participate in the proceedings
of the meetings or designate a third party as attorney to represent such SDR holder at the meetings of the shareholders. The Depository
will not represent any common shares at the meetings of the shareholders for which SDR holders have not notified their intention to participate
or vote at such meeting, either personally or by proxy.
Reports and Notices
On or before the first date on which we give notice
of, by publication or otherwise, any shareholders’ meeting or of any adjourned shareholders’ meeting, the taking of any action
by such shareholders other than at a meeting, or the taking of any action in respect of any cash or other distributions or the offering
of any rights in respect of the deposited securities, we agree to transmit to the Depository a copy of the notice thereof in the form
given to the holders of common shares. If requested by us, the Depository will arrange for the prompt mailing of such notices to all SDR
holders. The Depository may, in lieu of mailing notices and provided that the Company has given the Custodian its written consent, publish
the notice in at least one Swedish daily newspaper with nation-wide coverage. The Depository will also, upon request, make available for
inspection by SDR holders at its principal office any notices, reports and communications received from us that are made generally available
to holders of our common shares.
Changes Affecting Deposited Shares
Upon any change in par value, split-up, consolidation
or any other reclassification of common shares or upon any recapitalization, reorganization, merger or consolidation, or sale of assets
affecting the Company or to which it is a party, any securities or property that are received by the Depository in exchange for, or in
conversion, replacement or otherwise in respect of, deposited securities will be treated as new deposited securities under the Deposit
Agreement, and the SDRs will, subject to the terms of the Deposit Agreement and applicable laws, represent the new deposited securities
so received in exchange or conversion. The Depository will cause appropriate adjustments to be made in the records of Euroclear Sweden
AB with respect to the number of SDRs issued, as in the case of a stock dividend on the shares, to reflect SDRs representing such new
deposited securities.
Limitation on Liability
Under the Deposit Agreement, the Depository will
not be liable for certain losses or damages, including losses due to (i) Swedish or foreign legislation or regulatory decrees and (ii)
acts of war, strikes, boycotts, lockouts, blockades, acts of terrorism or other similar circumstances. The reservation regarding strikes,
boycotts, lockouts and blockades applies even if the Depository undertakes, or is the object of, such actions. If we or the Depository
are
hindered
from making payment or taking any other action by the circumstances described above, such action may be deferred until the hindrance
has ceased to exist.
Neither we, the Depository or Euroclear Sweden
AB are responsible for losses or damages that the SDR holders incur due to the fact that a certain dividend, right, notice or other entitlement
which accrues to shareholders of the Company cannot, due to technical, legal or other reasons beyond the control of the parties mentioned
above, be distributed or otherwise provided to those SDR holders registered in the verification register kept by Euroclear Sweden AB on
a timely basis or at all. Further, provided that the Company has acted with ordinary care, the Company will not be responsible for any
losses or damages that may arise out of acts performed or omitted by the Depository due to negligence of the Depository.
Amendment and Termination of the Deposit Agreement
The Custodian Agreement may at any time and from
time to time be amended by written agreement between us and the Depository, and the General Terms & Conditions for Swedish Depository
Receipts may be amended by the Depository, in consultation with us, to comply with applicable laws and regulations or if such amendment
is appropriate or necessary for other reasons, in all cases on the condition that the rights of SDR holders are not adversely affected
in a material manner.
The Custodian Agreement may be terminated by either
the Depository or the Company by giving the other party a written notice of termination not less than six months in advance. If the common
shares continue to be represented by SDRs notwithstanding such termination, the Company will notify the SDR holders of the termination
and appoint a successor custodian no later than three months before the effective date of termination. In the event that a successor custodian
has not been appointed and assumed all rights and obligation of the Depository within six months after the date of the notice of termination
regarding the Custodian Agreement, then the Depository will be entitled to terminate the General Terms & Conditions for Swedish Depository
Receipts within six months notice, and will continue to act as custodian under the Deposit Agreement until the expiration of such six-month
notice period. The Custodian Agreement will further terminate when the common shares are no longer represented by SDRs or the SDRs are
de-listed from the Nasdaq Stockholm AB stock exchange.
The General Terms & Conditions for Swedish
Depository Receipts may be terminated by the Depository by giving notice of termination to the SDR holders upon the occurrence of certain
events. If notice of termination is given, the General Terms & Conditions for Swedish Depository Receipts will continue to remain
in force for a period of six months from the date of the announcement, where the SDRs have not previously been delisted from the Nasdaq
Stockholm AB stock exchange. The announcement will include the record date on which the Depository will de-register all SDRs, and the
Depository will proceed to transfer the common shares in accordance with instructions by the SDR holder or as otherwise agreed with the
SDR holder. In the event that the SDR holder has not provided a transfer instruction, it is not practically possible to transfer the common
shares in accordance with the transfer instruction by the SDR holder, or an agreement has otherwise not been reached, the Depository will
be entitled to sell the underlying common shares. The SDR holder is entitled to the proceeds of the sale following deduction for reasonable
costs, fees and taxes.
Charges of Depository
The Depository’s expenses and fees for its
assignment and the related costs for Euroclear Sweden AB’s services are borne by the Company unless otherwise expressly provided
for in the Deposit Agreement. Holders may deposit their common shares and receive SDRs representing the common shares or return SDRs and
receive common shares, as applicable, upon the payment to the Depository of an SEK 2,500 fee per deposit or return instruction.
PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus:
The prospectus supplement relating to any offering will identify or
describe:
| · | any underwriters, dealers or agents; |
| · | the estimated net proceeds to us; |
| · | the purchase price of the securities; |
| · | the public offering price of the securities; and |
| · | any exchange on which the securities will be listed, if applicable. |
If we use underwriters in the sale, they will
acquire securities for their own account and may resell the securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless we otherwise state in the prospectus
supplement, various conditions to the underwriters’ obligation to purchase securities apply, and the underwriters will be obligated
to purchase all of the securities contemplated in an offering if they purchase any of such securities. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Dealers
If we use dealers in the sale, unless we otherwise
indicate in the prospectus supplement, we will sell securities to the dealers as principals. The dealers may then resell the securities
to the public at varying prices that the dealers may determine at the time of resale.
Agents and Direct Sales
We may sell securities directly or through agents
that we designate. The prospectus supplement will name any agent involved in the offering and sale and state any commissions we will pay
to that agent. Unless we indicate otherwise in the prospectus supplement, any agent is acting on a best efforts basis for the period of
its appointment.
Contracts with Institutional Investors for Delayed Delivery
If we indicate in the prospectus supplement, we
will authorize underwriters, dealers or agents to solicit offers from various institutional investors to purchase securities. In this
case, payment and delivery will be made on a future date that the prospectus supplement specifies. The underwriters, dealers or agents
may impose limitations on the minimum amount that the institutional investor can purchase. They may also impose limitations on the portion
of the amount of the securities that they may sell. These institutional investors include:
| · | commercial and savings banks; |
| · | educational and charitable institutions; and |
| · | other similar institutions as we may approve. |
The obligations of any of these purchasers pursuant
to delayed delivery and payment arrangements will not be subject to any conditions. However, one exception applies. An institution’s
purchase of the particular securities cannot at the time of delivery be prohibited under the laws of any jurisdiction that governs:
| · | the validity of the arrangements; or |
| · | the performance by us or the institutional investor. |
Indemnification
Agreements that we will enter into with underwriters,
dealers or agents may entitle them to indemnification by us against various civil liabilities. These include liabilities under the Securities
Act. The agreements may also entitle them to contribution for payments which they may be required to make as a result of these liabilities.
Underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course
of business.
Expenses
The expenses of any offering of securities will
be detailed in the relevant prospectus supplement.
LEGAL MATTERS
Unless otherwise specified in the prospectus supplement,
the validity of the common shares of Millicom and the due authorization of the issuance of the securities under Luxembourg law will be
passed upon for Millicom by Hogan Lovells (Luxembourg) LLP, its Luxembourg counsel. Certain matters with respect to United States federal
and New York law will be passed upon for Millicom by Davis Polk & Wardwell LLP, its United States counsel.
EXPERTS
The consolidated
financial statements of Millicom International Cellular S.A. (the “Group”) appearing in Millicom International Cellular S.A.'s
Annual Report (Form 20-F/A) for the year ended December 31, 2021 and the effectiveness of Millicom International Cellular S.A.'s internal
control over financial reporting as of December 31, 2021 (excluding the internal control over financial reporting of the subsidiaries
that formerly comprised the Group's Guatemala joint venture business) have been audited by Ernst & Young S.A., an independent registered
public accounting firm, as stated in their reports thereon, which as to the report on the effectiveness
of Millicom International Cellular S.A.'s internal control over financial reporting contains an explanatory paragraph describing the
above referenced exclusion of the subsidiaries that formerly comprised the Group's Guatemala joint venture business,
included therein and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by
reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The combined financial
statements of the Tigo Guatemala Companies as of and for the years ended December 31, 2020 and 2019, appearing in Millicom International
Cellular S.A.'s Report on Form 6-K filed with the Securities and Exchange Commission on March 1, 2022, have been audited by Ernst &
Young S.A., independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference. Such
combined financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 8. Indemnification of Directors and Officers.
The Company shall indemnify any director or officer
and his or her heirs, executors and administrators for any damages, compensations and costs to be paid by him or her and any expenses
reasonably incurred by him or her as a consequence of, or in connection with any action, suit or proceeding to which he or she may be
a party by reason of him or her being or having been a director or officer of the Company, or, at the request of the Company, of any other
company of which the Company is a shareholder or creditor, except in relation to matters as to which he/she shall be finally judged in
such action, suit or proceeding to be liable for gross negligence or willful misconduct; in the event of a settlement, indemnification
shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by its legal counsel
that the person to be indemnified did not commit such breach of duty. The foregoing right of indemnification shall not exclude other rights
to which he/she may be entitled.
The indemnification by the Company shall include
the right of the Company to pay or reimburse a defendant's reasonable legal costs before any proceeding or investigation against the defendant
shall have resulted in a final judgment, settlement or conclusion, provided the Company’s directors shall have determined in good
faith that the defendant's actions did not constitute willful and deliberate violations of the Law and shall have obtained the relevant
legal advice to that effect.
Item 9. Exhibits.
The exhibits to this registration statement are
listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference.
Item 10. Undertakings.
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”)
; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement; |
provided, however, that paragraphs (i), (ii) and (iii) do
not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), that are incorporated by reference in this registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form
20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that
all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing,
a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities
Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement. |
| (5) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
| (i) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after the effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date. |
| (6) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| (ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant; |
| (iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (7) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. |
| (8) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
the registrant, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg,
on this 1st day of March, 2022.
| |
MILLICOM INTERNATIONAL CELLULAR S.A. |
| |
|
| |
|
| |
By: |
/s/ Tim Pennington |
| |
|
Name: |
Tim Pennington |
| |
|
Title: |
Senior Executive Vice President, Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Mauricio Ramos, Tim Pennington and Salvador Escalón, and each of
them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for such
person and in such person’s name, place and stead, in any and all capacities, to sign, execute and file any amendments (including,
without limitation, post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all
documents required to be filed in connection therewith, with the Securities and Exchange Commission or any regulatory authority, granting
unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as such
person might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents or any substitute
or substitutes therefor may lawfully do or cause to be done. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 1st day of March,
2022.
|
/s/ Mauricio
Ramos
Mauricio Ramos
Chief Executive Officer
(Principal Executive Officer)
|
|
|
/s/ Tim
Pennington
Tim Pennington
Senior Executive Vice President, Global Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| |
|
|
|
|
/s/ José
Antonio Ríos García
José Antonio Ríos García
Chairman of the Board and Director
|
|
|
/s/ Pernille
Erenbjerg
Pernille Erenbjerg
Director
|
| |
|
|
|
|
/s/ Odilon
Almeida
Odilon Almeida, Director
|
|
|
/s/ Bruce
Churchill
Bruce Churchill, Director |
| |
|
|
|
|
/s/ Sonia
Dulá
Sonia Dulá, Director
|
|
|
/s/ Lars-Johan
Jarnheimer
Lars-Johan Jarnheimer, Director |
| |
|
|
|
|
/s/ Mercedes
Johnson
Mercedes Johnson, Director
|
|
|
/s/ James
Thompson
James Thompson, Director
|
|
/s/ Salvador
Escalón
Salvador Escalón, Authorized
Representative in the United States
|
| |
|
|
|
INDEX TO EXHIBITS
Exhibit
Number |
Description of Exhibit |
| |
|
| 1.1* |
Form of Underwriting Agreement |
| |
|
| 3.1† |
Amended and Restated Articles of Association of Millicom International Cellular S.A. (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022) |
| |
|
| 4.1† |
Custodian Agreement, between us and Skandinaviska Enskilda Banken AB, as depository and custodian, dated as of December 16, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 2, 2012) |
| |
|
| 4.2† |
Amendment No. 1 to the Custodian Agreement, between us and Skandinaviska Enskilda Banken AB, as depository and custodian, dated as of June 11, 2020 (incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022) |
| |
|
| 4.3† |
Amendment No. 2 to the Custodian Agreement, between us and Skandinaviska Enskilda Banken AB, as depository and custodian, dated as of February 28, 2022 (incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022) |
| |
|
| 4.4† |
General Terms & Conditions for Swedish Depository Receipts, dated as of January 2012 (incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022) |
| |
|
| 5.1 |
Opinion of Hogan Lovells (Luxembourg) LLP, Luxembourg counsel to the Company, as to the validity of the securities being registered |
| |
|
| 23.1 |
Consent of Ernst & Young S.A. (with respect to the audited consolidated financial statements of Millicom International Cellular S.A. included in the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022) |
| |
|
| 23.2 |
Consent of Ernst & Young S.A. (with respect to the audited combined financial statements of the Tigo Guatemala Companies (which are comprised of Comunicaciones Celulares, S.A., Comunicaciones Corporativas, S.A., Servicios especializados en Telecomunicaciones, S.A., Distribuidora de Comunicaciones de Occidente, S.A., Distribuidora Central de Comunicaciones, S.A., Distribuidora de Comunicaciones de Oriente, S.A., Distribuidora Internacional de Comunicaciones, S.A., Servicios Innovadores de Comunicación y Entretenimiento, S.A., Navega.com, S.A. and Cloud2Nube, S.A.) included in the Company’s Report on Form 6-K, filed with the SEC on March 1, 2022) |
| |
|
| 23.3 |
Consent of Hogan Lovells (Luxembourg) LLP (included in Exhibit 5.1) |
| |
|
| 24.1 |
Power of Attorney of certain officers and directors of Millicom International Cellular S.A. (included on the signature page of this registration statement) |
| |
|
| 107 |
Filing Fee Table |
| |
|
| * | To be filed by amendment or as an exhibit to a Report on Form 6-K to be incorporated by reference herein in connection with an offering
of securities. |
Millcom Swed Dep Rec (PK) (USOTC:MICCF)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Millcom Swed Dep Rec (PK) (USOTC:MICCF)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024
