MLCMF Millicom International Cellular SA (PK)

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 17)*
MILLICOM INTERNATIONAL CELLULAR S.A.
(Name of Issuer)
Common Shares (Title of Class of Securities)
L6388F110 (CUSIP Number)
Denis Klimentchenko Skadden, Arps, Slate, Meagher & Flom (UK) LLP 22 Bishopsgate London, EC2N 4BQ Tel: +44(0)20 7519 7289
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 9, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

 CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Atlas Luxco S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO, BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Luxembourg

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   69,236,111(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   69,236,111(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,236,111(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   40.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

(1) Reflects (i) 67,005,179 Swedish Depositary Receipts (“SDRs”) beneficially owned by Atlas Luxco S.à r.l. (“Atlas”), which may be exchanged for Issuer common shares, par value $1.50 per share (“Common Shares”, together with SDRs, “Shares”), on a one-for-one basis; and (ii) 2,230,932 Common Shares beneficially owned by Atlas. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding SAS (“Iliad Holding”), as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, the President of Iliad Holding, Jules Niel, John Niel, Elisa Niel and Joseph Niel (together, the “Niel Family”) may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding.

 

 CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Atlas Investissement
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   69,236,111(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   69,236,111 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,236,111(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   40.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

(1) Reflects (i) 67,005,179 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis; and (ii) 2,230,932 Common Shares beneficially owned by Atlas. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding.

 

 CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Iliad Holding SAS(2)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   69,236,111(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   69,236,111 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,236,111(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   40.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

(1) Reflects (i) 67,005,179 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis; and (ii) 2,230,932 Common Shares beneficially owned by Atlas. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding.

 

(2) The Reporting Persons are filing this Schedule 13D, as on October 8, 2024, Iliad Holding has replaced NJJ Holding as the controlling shareholder of Atlas Investissement.

 

 CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Xavier Niel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   69,236,111(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   69,236,111(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,236,111 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   40.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1) Reflects (i) 67,005,179 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis; and (ii) 2,230,932 Common Shares beneficially owned by Atlas. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding.

 

CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Jules Niel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   69,236,111(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   69,236,111(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,236,111 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   40.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1) Reflects (i) 67,005,179 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis; and (ii) 2,230,932 Common Shares beneficially owned by Atlas. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding.

 

 CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   John Niel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   69,236,111(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   69,236,111(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,236,111 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   40.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1) Reflects (i) 67,005,179 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis; and (ii) 2,230,932 Common Shares beneficially owned by Atlas. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding.

 

CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Elisa Niel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   69,236,111(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   69,236,111(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,236,111 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   40.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1) Reflects (i) 67,005,179 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis; and (ii) 2,230,932 Common Shares beneficially owned by Atlas. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding.

 

CUSIP No.: L6388F110

 

1	NAMES OF REPORTING PERSONS   Joseph Niel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   69,236,111(1)
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   69,236,111(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   69,236,111 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   40.37%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1) Reflects (i) 67,005,179 SDRs beneficially owned by Atlas, which may be exchanged for Common Shares on a one-for-one basis; and (ii) 2,230,932 Common Shares beneficially owned by Atlas. Atlas Investissement, as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding.

 

 

Explanatory Note

 

This Amendment No. 17 (“Amendment No. 17”) to Schedule 13D relates to the Common Shares, par value $1.50 per share (the “Common Shares”), of Millicom International Cellular S.A., a Luxembourg company (“Issuer”), and amends and supplements the initial statement on Schedule 13D filed on February 24, 2023, as amended by Amendment No. 1 to the Schedule 13D filed on March 28, 2023, Amendment No. 2 to the Schedule 13D filed on April 26, 2023, Amendment No. 3 to the Schedule 13D filed on May 12, 2023, Amendment No. 4 to the Schedule 13D filed on May 25, 2023, Amendment No. 5 to the Schedule 13D filed on June 2, 2023, Amendment No. 6 to the Schedule 13D filed on July 24, 2023, Amendment No. 7 to the Schedule 13D filed on August 24, 2023, Amendment No. 8 to the Schedule 13D filed on October 2, 2023, Amendment No. 9 to the Schedule 13D filed on November 8, 2023, Amendment No. 10 to the Schedule 13D filed on January 17, 2024, Amendment No. 11 to the Schedule 13D filed on May 23, 2024, Amendment No. 12 to the Schedule 13D filed on July 3, 2024, Amendment No 13. to the Schedule 13D filed on July 22, 2024, Amendment No. 14 to the Schedule 13D filed on August 2, 2024, Amendment No. 15 to the Schedule 13D filed on August 26, 2024 and Amendment No. 16 to the Schedule 13D filed on September 9, 2024 (as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 17 shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and supplemented, as applicable, as follows:

 

(a), (f) This Schedule 13D is being filed by (i) Atlas, a company organized in Luxembourg, (ii) Atlas Investissement, a company organized in France, (iii) Iliad Holding, a company organized in France, (iv) Xavier Niel, a citizen of France, (v) Jules Niel, a citizen of France, (vi) John Niel, a citizen of France, (vii) Elisa Niel, a citizen of France and (viii) Joseph Niel, a citizen of France (collectively, the “Reporting Persons”).

 

Atlas directly holds the securities reported herein. Atlas Investissement, as the sole owner of Atlas, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas. Iliad Holding, as the sole owner of Atlas Investissement, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas and Atlas Investissement.  Members of the Niel Family may be deemed to have shared beneficial ownership of the shares representing Iliad Holding.

 

Set forth on Annex A attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (collectively, the “Covered Persons”), and certain other information, including the business address and present principal occupation or employment/role of each of the Covered Persons, and is incorporated herein by reference.

 

(b) The principal business address of Atlas is 53 boulevard Royal, L-2449 Grand-Duchy of Luxembourg. The principal business addresses of the other Reporting Persons are set forth under Annex A.

 

(c) The principal occupation of Atlas is to invest in securities of Issuer. The principal occupation of Atlas Investissement is to invest in securities. The principal business of Iliad Holding is to serve as a holding company of Iliad S.A., a French telecommunications group. Members of the Niel Family jointly own Iliad Holding.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

On September 19, 2024, Issuer announced that Mauricio Ramos will be stepping down from his roles of director and Chair of Issuer’s board of directors (the “Board”) on September 30, 2024. The Board unanimously appointed Maxime Lombardini, an affiliate of the Reporting Persons, to act as Interim Chair of the Board until the next annual general meeting of Issuer’s shareholders. Following this appointment, Maxime Lombardini stepped down as the chief operating officer and president of Issuer.

 

 

On September 24, 2024, Issuer announced that Thomas Reynaud and Aude Durand stepped down from their roles as members of the Board with immediate effect, and that the Board appointed Jules Niel, one of the Reporting Persons, and Pierre-Emmanuel Durand, an affiliate of the Reporting Persons, as interim members of the Board, until the next annual general meeting of Issuer’s shareholders. 

 

In their capacities as a directors of Issuer, Messrs. Lombardini, Niel and Durand may have influence over the corporate activities of Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

 Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:

 

(a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on 171,497,409 Common Shares outstanding as of September 19, 2024 (172,096,305 Common Shares outstanding, less 598,896 Common Shares held in treasury, as set forth in the last relevant update available on the date hereof in the “Stock Information” section of Issuer’s website).

 

The aggregate number and percentage of Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

 

As of October 9, 2024, Atlas beneficially owned 67,005,179 SDRs, which may be exchanged for Common Shares on a one-for-one basis and 2,230,932 Common Shares. Settlement for the Shares tendered in the Tender Offer was completed in accordance with the terms of the Tender Offer around September 2, 2024.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Atlas to the extent it directly holds the securities reported herein) is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares.

 

(c) Except as described in this Schedule 13D, the Reporting Persons have not effected any transactions in Common Shares during the past sixty days.

 

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates, or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein.

 

(e) Not applicable.

  

Item 7. Material to be filed as Exhibits.

 

1.

Joint Filing Agreement.

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 11, 2024

  

	ATLAS LUXCO S.À R.L.
	By:	/s/ Anthony Maarek.
	Name:	Anthony Maarek
	Title:	Manager
	By:	/s/ Tigran Khachatryan.
	Name:	Tigran Khachatryan
	Title:	Manager
	ATLAS INVESTISSEMENT
	By:	/s/ Xavier Niel.
	Name:	Xavier Niel
	Title:	President of Iliad Holding SAS itself President of Atlas Investissement
	ILIAD HOLDING SAS
	By:	/s/ Xavier Niel.
	Name:	Xavier Niel
	Title:	President
	XAVIER NIEL
	By:	/s/ Xavier Niel.
	JULES NIEL
	By:	/s/ Jules Niel
	Name:	Jules Niel
	JOHN NIEL
	By:	/s/ John Niel
	Name:	John Niel
	XAVIER NIEL, FOR AND ON BEHALF OF AS PARENT/GUARDIAN OF ELISA NIEL
	By:	/s/ Xavier Niel.
	Name:	Xavier Niel
	Title:	Attorney-in-Fact
	XAVIER NIEL, FOR AND ON BEHALF OF AS PARENT/GUARDIAN OF JOSEPH NIEL
	By:	/s/ Xavier Niel.
	Name:	Xavier Niel
	Title:	Attorney-in-Fact

 

 

EXHIBIT 1

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Shares, par value $1.50 per share, of Millicom International Cellular S.A. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 11, 2024.

 

ATLAS LUXCO S.À R.L.			JULES NIEL
By:	/s/ Anthony Maarek.		By:	/s/ Jules Niel
Name:	Anthony Maarek		Name:	Jules Niel
Title:	Manager
			JOHN NIEL
By:	/s/ Tigran Khachatryan.		By:	/s/ John Niel
Name:	Tigran Khachatryan		Name:	John Niel
Title:	Manager
ATLAS INVESTISSEMENT			XAVIER NIEL, FOR AND ON BEHALF OF AS PARENT/GUARDIAN OF ELISA NIEL
By:	/s/ Xavier Niel.		By:	/s/ Xavier Niel.
Name:	Xavier Niel		Name:	Xavier Niel
Title:	President of NJJ Holding SAS itself president of Atlas Investissement		Title:	Attorney-in-Fact
ILIAD HOLDING SAS			XAVIER NIEL, FOR AND ON BEHALF OF AS PARENT/GUARDIAN OF JOSEPH NIEL
By:	/s/ Xavier Niel.		By:	/s/ Xavier Niel.
Name:	Xavier Niel		Name:	Xavier Niel
Title:	President		Title:	Attorney-in-Fact
XAVIER NIEL
By:	/s/ Xavier Niel.

  

 

ANNEX A

 

Executive Officers and Directors of Atlas Luxco S.à r.l.

 

The name and principal occupation of each director and executive officer of Luxco S.à r.l. are set forth below. Unless otherwise stated, the address for each person listed below is 16 rue de la Ville l’Evêque 75008 Paris, France.

 

Name	Title	Principal Occupation or Employment	Citizenship
Murielle Brouillet-McSorley	Class B Manager (Gérant de Catégorie B)	Class B Manager (Gérant de Catégorie B)	France
Tigran Khachatryan	Class B Manager (Gérant de Catégorie B)	Class B Manager (Gérant de Catégorie B)	Luxembourg
Anthony Maarek	Class A Manager (Gérant de Catégorie A)	Class A Manager (Gérant de Catégorie A)	France

 

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Common Shares.

 

Executive Officers and Directors of Atlas Investissement

 

The name and principal occupation of each director and executive officer of Atlas Investissement are set forth below. Unless otherwise stated, the address for each person listed below is 16 rue de la Ville l’Evêque 75008 Paris, France.

 

Name	Title	Principal Occupation or Employment	Citizenship
Xavier Niel	President (Président) of NJJ Holding SAS, itself being President (Président) of Atlas Investissement	President (Président) of NJJ Holding SAS, itself being President (Président) of Atlas Investissement	France
Anthony Maarek	Managing Director (Directeur Général)	Managing Director (Directeur Général)	France
Pierre-Alain Allemand	Managing Director (Directeur Général)	Managing Director (Directeur Général)	France

 

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Common Shares.

 

Executive Officers and Directors of Iliad Holding SAS

 

The name and principal occupation of each director and executive officer of Iliad Holding SAS are set forth below. Unless otherwise stated, the address for each person listed below is 16 rue de la Ville l’Evêque 75008 Paris, France.

 

Name	Title	Principal Occupation or Employment	Citizenship
Xavier Niel	President (Président)	President (Président)	France

 

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Common Shares.

 

Other Reporting Persons

 

The principal business address for Jules Niel, John Niel, Elisa Niel and Joseph Niel is 16 rue de la Ville l’Evêque 75008 Paris, France.

 

 

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