Form 6-K MILLICOM INTERNATIONAL For: May 23 – StreetInsider.com

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of May, 2022.
 

 
Commission File Number: 001-38763
 
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact Name of Registrant as Specified in Its Charter)
 
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive office)
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 

 
 
 
MILLICOM INTERNATIONAL CELLULAR S.A.
 
INDEX TO FURNISHED MATERIAL
 
Item
______

 

2. Notice on the Offering of Common Shares (Actions) of the Company, Including Common Shares Represented by Swedish Depository Receipts

 

 
 
 
 
Item 1
 

 
Dear owner in Millicom,
 
7 for 10 Rights Offer at SEK 106.00 per new SDR or USD 10.61 per new Share
 
 
On November 12, 2021, Millicom announced the acquisition of the remaining 45% equity stake in our joint venture business in Guatemala (“Tigo Guatemala”) for USD 2.2 billion in cash. With this transaction, we now own a 100% equity interest in Tigo Guatemala and have consolidated our position as the leading telecommunication service provider in Central America. At the time of the acquisition, the funding was provided by a group of leading international banks. The bridge funding was intended to be refinanced with approximately USD 1.5 billion of new long-term debt and approximately USD 750 million of new equity, which Millicom is now seeking to raise via a rights offering (the “Rights Offer”).
 
The purpose of this letter is to explain the rationale for launching the Rights Offer and why the Board of Directors and the executive management team1 believe this is in the best interests of Millicom equity holders. The letter also provides details of how you can participate in the Rights Offer.
 
Under the terms of the Rights Offer, Millicom is offering seven new Swedish Depository Receipts (“SDRs”) for every ten SDR rights owned at a subscription price of SEK 106.00 per new SDR, and seven new common shares for every ten common share rights owned at a subscription price of USD 10.61 per common share. As a part of the Rights Offer, equity holders of record on May 23, 2022 will receive preferential subscription rights. If you hold SDRs, please refer to the last page in this letter for a description of how to proceed in order to exercise your SDR rights.
 
 
Tigo Guatemala is the most profitable business within the Millicom Group, with an EBITDA2 margin of 53.6% in 2021. The acquisition of the remaining 45% equity interest was in line with our stated inorganic capital allocation strategy, which includes acquisitions of the remaining minority interests owned by third parties in our operations, when we believe those transactions can be executed in an accretive manner. In recent years, Tigo Guatemala has grown to become the biggest contributor to the Group’s cash flow generation.
 

 
 
 
Over the last five years, Tigo Guatemala has proven a strong growth track record with revenue growing at a compounded annual rate of over four percent and EBITDA increasing at a compounded annual growth rate of over six percent. In addition, there has been a sustained growth through the pandemic.
 
The Guatemalan market is an underpenetrated two-player mobile and fixed telecommunications market, where Tigo Guatemala is the number one market player in Mobile and Broadband, and the second largest in Pay TV3. The Guatemalan economy as a whole has shown resiliency and was one of the least impacted economies during the pandemic, and the currency, the Guatemala Quetzal, has been very stable compared to the US dollar for the last 20 years.
 
Finally, the purchase price of the remaining 45% in Tigo Guatemala represented an attractive valuation given the high cash flow profile of the business.
 
 
As a result of the acquisition, Millicom fully consolidates Tigo Guatemala’s results and balance sheet. In 2021, Tigo Guatemala’s revenue grew 6.5% to USD 1.6 billion, EBITDA rose 10.2% to USD 857 million and operating cash flow (“OCF”) increased 10.4% to USD 660 million.4
 
 
Several of our largest institutional shareholders have already informed us of their intentions to fully subscribe for their respective pro rata shares in the Rights Offer. Additionally, I plan to exercise my rights in full, and all our directors and all members of our executive team have indicated that they also plan to exercise their rights in full, except for one director and one member of the executive team who have indicated that they plan to partially exercise their rights.
 
I would like to thank all our equity holders for your trust, and I hope that you will consider exercising your preferential subscription rights to further strengthen Millicom and take part in our continued growth journey.5
 
Mauricio Ramos 
CEO, Millicom
 

 
 
Important information:
 
This communication is not an offer to sell or the solicitation of an offer to buy any securities, and neither we nor Millicom will offer or sell the securities referred to herein in any jurisdiction in which such offer or sale would be unlawful.
 
You were, as of May 23, 2022, registered as an SDR holder or common shareholder in Millicom, and have received SDR/common share subscription rights which give you a preferential right to subscribe for new SDRs/common shares in the Rights Offer. If you hold SDRs, please refer to the last page for a description of how holders of SDR rights may proceed to subscribe for new SDRs. A prospectus prepared in accordance with Prospectus Regulation (EU) 2017/1129 and approved by the Swedish Financial Supervisory Authority (the “Swedish Prospectus”) with information regarding the Rights Offer and a detailed description of Millicom and Tigo Guatemala is now available for eligible investors at www.nordea.se/prospekt and at www.millicom.com/investors. Only eligible investors may access the Swedish Prospectus and subscribe for new SDRs.
 
This communication does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) and does not constitute an offer to acquire securities. Any offer to acquire the securities in connection with the Swedish offering will be made, and any investor should make their investment, solely on the basis of information that will be contained in the prospectus to be made available in connection with the Swedish offering through Millicom’s website, subject to applicable jurisdictional restrictions.
 
Important information for persons in the United States:
 
The Rights Offer referred to in this communication may be made in the United States only by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
 
Millicom has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) on March 1, 2022 and a related prospectus supplement on May 18, 2022 for the Rights Offer (the “US Prospectus”). Before you invest, you should read the prospectus in that registration statement, the related prospectus supplement and the documents incorporated by reference in the prospectus and prospectus supplement as well as the other documents Millicom has filed with the SEC for more complete information about Millicom and the Rights Offer. In particular, you should read the section titled “Risk Factors” in the prospectus supplement and the information in Item 1 of our Report on Form 6-K, filed with the SEC on May 10, 2022. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, Millicom’s agent for the Rights Offer will arrange to send you the prospectus at no charge if you request it by calling toll-free +1 (888) 789-8409.
 
 
Important dates:
 
May 27–June 13, 2022: New SDRs/common shares can be subscribed for. Payment for subscription of new SDRs must be received by Nordea6 no later than 15:00 CET on June 13, 2022. Payment for subscription of new common shares must be made no later than 5:00 p.m. New York City time on June 13, 2022.
 
June 8, 2022: Last day of trading in SDR/common share subscription rights on Nasdaq Stockholm/Nasdaq US.
 
June 17, 2022: Announcement of the outcome of the Rights Offer.
 
In order to ensure that the SDR/common share subscription rights received do not become void and without value, the SDR holder/common shareholder must either use the SDR/common share subscription rights by subscribing for new SDRs/common shares no later than June 13, 2022 or by selling the SDR/common share subscription rights that the holder does not intend to use no later than June 8, 2022.
 

 
 
 
Reconciliations of Non-IFRS Measures:
 
The non-IFRS measures presented below are not measures permitted or required under IFRS, and these measures may not be comparable to similarly-titled measures presented by other companies. These non-IFRS measures should not be considered a substitute for performance or liquidity measures presented under IFRS. Investors are cautioned not to place undue reliance on these non-IFRS measures.
 
Guatemala EBITDA (USD in millions)
 
 
Guatemala OCF (USD in millions)
 

CEO LETTER  az mobile notary





 
For SDR holders only
 
Subscription for new SDRs representing common shares with SDR subscription rights
 
1. You are allocated SDR subscription rights
 
 
2. How to exercise the SDR subscription rights
 
Ten (10)

SDR subscription rights +

SEK 742.00

(SEK 106.00 * 7)

Seven (7)

new Millicom SDRs

 
3. If you have a VP account (i.e. directly registered) and are resident in Sweden
 
 
Please note that those with a VP account (i.e. directly registered) and resident outside Sweden should read “Subscription and payment by SDR holders with directly registered holdings not residing in Sweden” in the section “Terms and conditions of the offering” in the Swedish Prospectus. SDR holders with a VP account that reside in the United States or are otherwise “U.S. persons” (as defined in Regulation S under the Securities Act of 1933, as amended) should read “SDR Rights Holders Not Residing in Sweden” in the US Prospectus. If you hold your SDRs with one or more depositories, banks or securities institutions, you will receive information from your nominee(s) about the SDR subscription rights. Please follow the instructions that you receive from your nominee(s).
 

 
 

Item 2
 
Millicom International Cellular S.A.

Société anonyme

Registered office: 2, Rue du Fort Bourbon, L-1249 Luxembourg

Grand Duchy of Luxembourg

R.C.S. Luxembourg: B40630

(the “Company”)
 
Notice on the offering of common shares (actions) of the Company, including common shares represented by Swedish Depository Receipts
 
Not for distribution other than in the United States of America, Sweden, Norway, Denmark and Finland
 
This notice is made by application of article 420-26 (3) of the Luxembourg law of 10 August 1915 concerning commercial companies, as amended.
 
Pursuant to the authorisation provided for in article 5 of the articles of association of the Company, the board of directors of the Company (the “Board of Directors”) resolved on May 17, 2022 (the “Resolutions”), with the final pricing having been determined by the Chairman of the Board of Directors and the Company’s chief executive officer on May 18, 2022 pursuant to the delegation of authority provided for in the Resolutions, to approve an offering of the Company’s common shares under a rights issue (the “Offering”) of an aggregate of up to 70,357,088 new common shares (actions) with a nominal value of USD 1.50 each (the “New Shares”, each being a “New Share”), including common shares represented by Swedish Depository Receipts (“SDRs”, each being an “SDR”) pursuant to the Custodian Agreement dated as of December 16, 2011, between Skandinaviska Enskilda Banken AB (publ) (“SEB”) and the Company, as amended, representing a capital increase of up to USD 105,535,632 within the limits of the Company’s authorised share capital, in compliance with the preferential subscription rights of the shareholders of the Company.
 
The Offering comprises a rights offering of up 70,357,088 New Shares, including in the form of SDRs, under (i) an offering of New Shares, including common shares represented by SDRs, in the United States (the “US Offering”) pursuant to a registration statement on Form F-3 filed on March 1, 2022 with the U.S. Securities and Exchange Commission (“SEC”) (such registration statement (including the prospectus included therein) and the related prospectus supplement, the “US Prospectus”) and (ii) a public offering of New SDRs governed by Swedish law in Sweden, Norway, Denmark and Finland pursuant to a prospectus approved by the Swedish Financial Supervisory Authority and notified to the competent regulator in each of Norway, Denmark and Finland for use in those jurisdictions (the “Swedish Prospectus”), as well as an offering in other eligible jurisdictions in reliance on the available exemptions in such jurisdictions (the “Swedish Offering”).
 
The Swedish Prospectus was published on May 20, 2022 and is available for viewing on https://www.fi.se/en/our-registers/prospektregistret and by eligible investors at www.millicom.com/investors. The prospectus supplement was filed with the SEC and published on May 18, 2022 and the US Prospectus is available for viewing at http://www.sec.gov and by eligible investors at www.millicom.com/investors.
 
The new SDRs being offered for subscription under the Swedish Offering are also being offered concurrently in the US Offering. The rights to subscribe for new common shares and new SDRs under the US Offering and Swedish Offering are not interchangeable.
 
The New Shares that form the subject matter of the Offering carry the same rights as all other existing shares in the Company and confer no additional rights or benefits.
 
 
-2- 
All of the Company’s common shares, including the New Shares, are subject to and governed by Luxembourg law. The New Shares will rank equally in all respects with the Company’s common shares already in issue and will carry the same dividend rights as the existing shares.
 
The Company’s common shares trade on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “TIGO” and the SDRs trade on the Main Market of the Nasdaq Stockholm Aktiebolag (“Nasdaq Stockholm”) under the symbol “TIGO SDB”.
 
Record date
 
Holders of common shares of the Company (other than holders of those common shares represented by SDRs and excluding treasury shares) will receive one common share right (a “Common Share Right”) for each common share owned of record at 5.00 p.m. (New York time) on May 23, 2022.
 
Holders of SDRs, each SDR representing one common share of the Company, will receive one SDR right (a “SDR Right”) for each SDR owned of record on May 23, 2022 (end of day, Central European Time).
 
Basic subscription privilege (i.e. preferential subscription right) and subscription price
 
The exercise of 10 Common Share Rights will entitle the holder thereof to subscribe for 7 New Shares at a subscription price of 10.61 US dollars per New Share.
 
The exercise of 10 SDR Rights will entitle the holder thereof to subscribe for 7 new SDRs, each such new SDR representing one New Share, at a subscription price of 106.00 Swedish Krona per new SDR. Holders of SDR Rights that validly subscribe and fully pay for new SDRs pursuant to the basic subscription privilege will be issued one interim SDR (collectively, the “Interim SDRs”) for each new SDR that is subscribed and paid for.
 
The subscription price in Swedish Krona has been determined based on the subscription price in US dollars, using the SEK/USD exchange rate published by the Swedish Central Bank (Sveriges Riksbank) on May 17, 2022, as a result of which all the New Shares (whether represented by SDRs or not) will be issued at the same subscription price.
 
Subscription period
 
The subscription period for the Common Share Rights will begin on May 27, 2022 and will close at 5.00 p.m. (New York time) on June 13, 2022.
 
The subscription period for the SDR Rights will begin on May 27, 2022 and will close at 3.00 p.m. (Central European Time) on June 13, 2022.
 
Common Share Rights and SDR Rights that are not exercised by a holder during the applicable subscription period will expire and become null and void, and holders of such rights will not receive any compensation for them.
 
Oversubscription privilege
 
Each holder of a Common Share Right that exercises its Common Share Rights in full will have an oversubscription privilege entitling them to subscribe for and purchase, at the applicable subscription price, up to the number of New Shares equal to, in the aggregate, the total number of New Shares issuable pursuant to Common Share Rights that are not exercised pursuant to the basic subscription privilege by the end of the applicable subscription period, plus an additional
 
 
-3- 
number of New Shares equal to the number of new SDRs that are not exercised and oversubscribed pursuant to the basic subscription and oversubscription privileges under the SDR Rights by the end of the applicable subscription period (the “Available Oversubscription Shares”). Each holder of an SDR Right that exercises its SDR Rights will have an oversubscription privilege entitling them to subscribe for and purchase, at the applicable subscription price, up to the number of new SDRs equal to, in the aggregate, the total number of new SDRs issuable pursuant to SDR Rights that are not exercised pursuant to the basic subscription privilege by the end of the applicable subscription period, plus an additional number of new SDRs equal to the number of New Shares that are not exercised and oversubscribed pursuant to the basic subscription and oversubscription privileges under the Common Share Rights by the end of the applicable subscription period (the “Available Oversubscription SDRs” and together with the Available Oversubscription Shares, the “Available Oversubscription Securities”).
 
Direct subscription
 
Any Available Oversubscription Securities that are not subscribed pursuant to the oversubscription privileges referred to above will be available for subscription by eligible investors in the Swedish Offering in the form of new SDRs without the use of preferential subscription rights as further set out in the Swedish Prospectus (the “Direct Subscription”).
 
Rump placement
 
The Company has entered into an underwriting agreement pursuant to which the underwriters thereunder have severally but not jointly agreed, on the terms and conditions set forth therein, to purchase their relevant proportion of the aggregate number of new SDRs and New Shares (with the allocation between new SDRs and New Shares to be determined by the underwriters following consultation with the Company) (such New Shares and new SDRs, the “Rump Shares”) equal to the Available Oversubscription Securities minus the aggregate portion of the Available Oversubscription Securities subscribed pursuant to (i) the exercise by holders of their respective oversubscription privileges and (ii) in the case of certain new SDRs only, if any, the Direct Subscription. The underwriters intend to offer and sell the Rump Shares, if any, to potential investors (the “Rump Placement”).
 
Modalities for the exercise of the Common Shares Rights and SDRs Rights
 
The modalities for the exercise of the Common Shares Rights and the SDRs Rights are set out in the Swedish Prospectus and the US Prospectus.
 
Listing of Common Shares Rights, SDRs Rights and Interim SDRs
 
The Company has applied to have the Common Shares Rights admitted for trading on Nasdaq, where they are expected to begin trading under the symbol “TIGOR” on May 27, 2022 and to continue trading through June 8, 2022.
 
The Company has applied to have the SDR Rights admitted for trading on Nasdaq Stockholm, where they are expected to begin trading under the symbol “TIGO TRV SDB P1” on May 27, 2022 and to continue trading through June 8, 2022.
 
The Company has applied to have the Interim SDRs admitted for trading on Nasdaq Stockholm, where they are expected to begin trading under the symbol “TIGO SDB P1” on May 27, 2022 and to continue trading through June 22, 2022.
 
 
-4- 
Completion of the issuance of the New Shares under the Offering
 
The New Shares that are subscribed for and fully paid by exercise of the Common Share Rights (by application of the basic subscription privilege and the oversubscription privilege referred to above) and the New Shares that are subscribed for and fully paid by exercise of the SDR Rights (by application of the basic subscription) will be issued on or around June 21, 2022 pursuant to a decision of an authorized director or daily manager of the Company, as the case may be, in accordance with the Resolutions and the delegation of powers from the Board of Directors approved therein. Thereupon, such authorized signatory will appear, in person or represented by a representative, before a notary residing in the Grand Duchy of Luxembourg to have the issue of the relevant New Shares and the corresponding amendment to the articles of association of the Company recorded in a notarial deed on the same date in accordance with applicable Luxembourg law.
 
The New Shares that are subscribed for and fully paid in the context of the Rump Placement will be issued on or around June 21, 2022 pursuant to a decision of an authorized director or daily manager of the Company, as the case may be, in accordance with the Resolutions and the delegation of powers from the Board of Directors approved therein. Thereupon, such authorized signatory will appear, in person or represented by a representative, before a notary residing in the Grand Duchy of Luxembourg to have the issue of the relevant New Shares and the corresponding amendment to the articles of association of the Company recorded in a notarial deed on the same date in accordance with applicable Luxembourg law.
 
The New Shares that are subscribed for and fully paid by exercise of the SDR Rights (by application of the oversubscription privilege and Direct Subscription) will be issued on or around June 29, 2022 pursuant to a decision of an authorized director or daily manager of the Company, as the case may be, in accordance with the Resolutions and the delegation of powers from the Board of Directors approved therein. Thereupon, such authorized signatory will appear, in person or represented by a representative, before a notary residing in the Grand Duchy of Luxembourg, in order to have the issue of the relevant New Shares and the corresponding amendments to articles of association of the Company recorded in a notarial deed on the same date in accordance with applicable Luxembourg law.
 
All the New Shares will be duly recorded in the Company’s shares register.
 
Important general information
 
The information contained in this notice is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in any jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or measures, or otherwise would be in conflict with the rules of such jurisdictions or could not be made without the application of exemptions in such jurisdictions. The information in the notice does not constitute an offer to acquire or subscribe for any securities in the Company (the “Securities”) to any person in such jurisdictions. Any failure to comply with the restrictions may constitute a violation of applicable securities regulations.
 
Important information for readers in the United States
 
This communication is not an offer to sell or the solicitation of an offer to buy any securities, and we will not offer or sell the securities referred to herein in any jurisdiction in which such offer or sale would be unlawful. The rights offering referred to in this communication will be made only by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
 
 
-5- 
The Company has filed the US Prospectus with the SEC. Before you invest, you should read the US Prospectus and the documents incorporated by reference therein, as well as the other documents the Company has filed with the SEC for more complete information about the Company and the rights offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, to request a copy of the prospectus, please contact Broadridge Corporate Issuer Solutions, Inc., Millicom’s agent for the U.S. common share rights offering, toll-free at +1 (888) 789-8409.
 
Important information for readers in the EEA
 
Within the European Economic Area (“EEA”), other than in Sweden, Norway, Denmark and Finland, no Securities have been or will be offered to the public other than in accordance with an applicable exemption under the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
 
Important information for readers in the United Kingdom
 
Any offer of Securities in the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 from the requirement to publish a prospectus for offers of securities.
 
This notice is for distribution only to, and is directed only at, persons who are (i) outside the United Kingdom; (ii) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (iii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended, “FSMA”) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).
 
Any investment or investment activity to which this notice relates is available only to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this notice or any of its contents.
 
Important information for readers in Luxembourg
 
No “offer of the Securities to the public” within the meaning of the Luxembourg law on prospectuses for securities dated July 16, 2019 (the “Prospectus Law”) or the Prospectus Regulation is made in the Grand Duchy of Luxembourg, unless in accordance with applicable exemptions under the Prospectus Law and the Prospectus Regulation. The expression an “offer of securities to the public” in relation to any Securities in the Grand Duchy of Luxembourg means the communication in any form by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.
 



 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
MILLICOM INTERNATIONAL CELLULAR S.A.
(Registrant)
 
Date: May 23, 2022
 
 
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