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[SCHEDULE 13D/A] Millicom International Cellular S.A. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary

Amendment No. 22 to a Schedule 13D reports that Atlas Investissement SAS and related reporting persons beneficially own 70,470,018 common shares of Millicom International Cellular S.A., representing 42.2% of the outstanding common stock (based on 167,083,756 shares outstanding as of July 31, 2025). The filing discloses European-style call spread option transactions entered into on August 20, 2025 providing Atlas Investissement with economic exposure to up to 1,111,111 Common Shares per counterparty, exercisable in 40 tranches and settled in shares or cash under certain conditions. On September 2, 2025 Atlas Investissement amended the confirmations to extend the initial hedging period from 10 to 20 business days. The filing adds three amendment confirmations as exhibits.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: A controlling group discloses a 42.2% stake and option structures that create additional economic exposure; this is material to ownership and potential influence.

The disclosure confirms Atlas Investissement and affiliated parties collectively hold 70,470,018 Common Shares, equal to 42.2% of Millicom's outstanding common stock, a level that can materially affect corporate control dynamics. The August 20, 2025 call spread transactions provide incremental economic exposure up to specified caps (each up to 1,111,111 shares) with staggered tranche expirations, and the September 2, 2025 amendment extended hedging from 10 to 20 business days, altering the counterparties' hedging timeline. For investors, this filing clarifies the scale of the reporting group's position and the existence of derivative-based exposure that could impact future share supply or demand under settlement terms.

TL;DR: The Niel family structure is disclosed as sharing beneficial ownership over 42.2% of the shares, a governance-relevant concentration.

The Schedule 13D amendment reiterates that Atlas Investissement is controlled up the chain by Iliad Holding and Maya and that the Niel family may be deemed to share beneficial ownership of the 42.2% stake. This level of concentrated ownership is governance-significant because it may enable substantial influence over board composition and strategic decisions. The filing also documents option transactions and an extension of hedging periods with major French banks, adding complexity to how economic exposure might be translated into voting or settlement outcomes under the stated settlement mechanisms.






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.

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).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 70,470,018 common shares, par value $1.50 per share ("Common Shares") of Millicom International Cellular S.A., a Luxembourg company (the "Issuer"), beneficially owned by Atlas Investissement SAS, a company incorporated under French law as a societe par actions simplifiee ("Atlas Investissement"). 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 Investissement. Maya SAS ("Maya"), as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. Xavier Niel, the President of Maya, 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 Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,083,756 Common Shares outstanding as of July 31, 2025 (169,000,000 Common Shares outstanding, less 1,916,244 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 70,470,018 Common Shares beneficially owned by Atlas Investissement. 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 Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,083,756 Common Shares outstanding as of July 31, 2025 (169,000,000 Common Shares outstanding, less 1,916,244 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 70,470,018 Common Shares beneficially owned by Atlas Investissement. 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 Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,083,756 Common Shares outstanding as of July 31, 2025 (169,000,000 Common Shares outstanding, less 1,916,244 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 70,470,018 Common Shares beneficially owned by Atlas Investissement. 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 Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,083,756 Common Shares outstanding as of July 31, 2025 (169,000,000 Common Shares outstanding, less 1,916,244 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 70,470,018 Common Shares beneficially owned by Atlas Investissement. 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 Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,083,756 Common Shares outstanding as of July 31, 2025 (169,000,000 Common Shares outstanding, less 1,916,244 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 70,470,018 Common Shares beneficially owned by Atlas Investissement. 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 Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,083,756 Common Shares outstanding as of July 31, 2025 (169,000,000 Common Shares outstanding, less 1,916,244 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 70,470,018 Common Shares beneficially owned by Atlas Investissement. 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 Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,083,756 Common Shares outstanding as of July 31, 2025 (169,000,000 Common Shares outstanding, less 1,916,244 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Reflects 70,470,018 Common Shares beneficially owned by Atlas Investissement. 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 Investissement. Maya, as the controlling shareholder of Iliad Holding, may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Iliad Holding and Atlas Investissement. The Niel Family may be deemed to have shared beneficial ownership over the Common Shares beneficially owned by Atlas Investissement, Iliad Holding and Maya. (2) The percentage reflected in row 13 in the table above is calculated on the basis of 167,083,756 Common Shares outstanding as of July 31, 2025 (169,000,000 Common Shares outstanding, less 1,916,244 Common Shares held in treasury), as set forth in the last relevant update available on the date hereof on the Issuer's website.


SCHEDULE 13D


Atlas Investissement SAS
Signature:/s/ Anthony Maarek
Name/Title:Anthony Maarek, Managing Director
Date:09/04/2025
Iliad Holding SAS
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel, President of Maya SAS, itself President of Iliad
Date:09/04/2025
Maya SAS
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel, President
Date:09/04/2025
Xavier Niel
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel
Date:09/04/2025
Jules Niel
Signature:/s/ Jules Niel
Name/Title:Jules Niel
Date:09/04/2025
John Niel
Signature:/s/ John Niel
Name/Title:John Niel
Date:09/04/2025
Elisa Niel
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel, Attorney-in-Fact, for and on behalf of as Parent/Guardian of Elisa Niel
Date:09/04/2025
Joseph Niel
Signature:/s/ Xavier Niel
Name/Title:Xavier Niel, Attorney-in-Fact, for and on behalf of as Parent/Guardian of Joseph Niel
Date:09/04/2025

FAQ

How many Millicom (TIGO) shares do the reporting persons beneficially own?

The reporting persons beneficially own 70,470,018 common shares, representing 42.2% of Millicom's outstanding common stock as stated in the filing.

What derivative transactions were disclosed in Amendment No. 22?

Atlas Investissement entered into European-style call spread option transactions on August 20, 2025 providing economic exposure to up to 1,111,111 shares per counterparty, exercisable in 40 tranches and settled in shares or cash subject to conditions.

What change did the September 2, 2025 amendment make?

The September 2, 2025 amendment extended the initial hedging period for the Transactions from 10 business days to 20 business days.

Which counterparties are identified for the amendment confirmations filed as exhibits?

The filing adds amendment confirmations with Credit Agricole CIB, Natixis, and Société Générale as Exhibits 28, 29 and 30.

Who may be deemed to share beneficial ownership of the disclosed shares?

Iliad Holding, Maya and members of the Niel family (Xavier, Jules, John, Elisa and Joseph Niel) may be deemed to share beneficial ownership as described in the filing.
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