SCHEDULE: Atlas Investissement Boosts Millicom Stake via Options
Schedule 13D Amendment / Share Option Transaction
Atlas Investissement SAS, linked to the Niel Family, has increased its economic exposure to Millicom International Cellular S.A. common shares through new European-style call spread option transactions with three financial institutions.
Summary
- Atlas Investissement SAS, along with its controlling entities Iliad Holding SAS, Maya SAS, and the Niel Family, beneficially owns 70,470,018 common shares of Millicom International Cellular S.A., representing 42.2% of the outstanding shares as of June 30, 2025.
- Atlas Investissement entered into European-style call spread option transactions with Natixis, Credit Agricole Corporate and Investment Bank, and Societe Generale on August 11, 2025.
- Each transaction involves up to 1,111,111 common shares, divided into 40 tranches with staggered expiration dates.
- The options provide economic exposure to Millicom shares between specified lower and upper strike prices, with settlement possible in cash or physical shares.
- The filing also details internal reorganizations within the Niel Family's holding structure, including renaming Iliad Holding SAS to Maya SAS and Holdco II SAS to Iliad Holding SAS, and merging Atlas SAS into Atlas Investissement SAS.
Sentiment
Score: 6
Explanation: The filing indicates a significant shareholder is increasing its economic exposure to the company's shares through derivative instruments, which can be interpreted as a moderately positive signal of confidence. However, it is primarily a technical filing about ownership and derivative contracts, not a performance update.
Positives
- A significant shareholder, Atlas Investissement (linked to the Niel Family), is increasing its economic exposure to Millicom International Cellular S.A. common shares, potentially signaling confidence in the company's future performance.
- The use of call spread options allows for leveraged exposure to potential upside in Millicom's share price while potentially limiting upfront capital outlay compared to direct share purchases.
Negatives
- The option transactions introduce complexity and potential volatility for the Counterparty (Atlas Investissement) depending on market movements relative to the strike and cap prices.
- The Bank's proprietary hedging activities may adversely affect the Counterparty's position under the Transaction.
- Counterparty is liable for certain 'Indemnified Taxes' and related penalties/interest, which could increase costs.
Risks
- Market Disruption Events: Events that could disrupt trading on the exchange, potentially affecting option valuation and settlement.
- Liquidity Events: Events impacting the liquidity of Millicom shares on the exchange, which could affect the Bank's ability to unwind hedge positions in an orderly manner.
- Change in Law: New laws or changes in interpretation of existing laws (including tax laws) could make hedging illegal or increase costs for the Bank, potentially leading to adjustments or termination of the transaction.
- Failure to Deliver: Risk if physical settlement is applicable and shares cannot be delivered.
- Insolvency Filing: Risk related to the insolvency of a party.
- Hedging Disruption: Events that prevent or hinder the Bank from establishing or maintaining its hedge positions.
- Increased Cost of Hedging: Higher costs for the Bank to hedge its positions, which could be passed on or affect the transaction terms.
- Counterparty Conduct: Counterparty covenants not to engage in manipulative trading or use material non-public information, but breaches could lead to issues.
- Tax Liabilities: Counterparty is responsible for certain taxes (Indemnified Taxes) and associated penalties/interest.
Future Outlook
The option transactions provide Atlas Investissement with economic exposure to Millicom's common shares, indicating a forward-looking position on the stock's performance. The staggered expiration dates across 40 tranches suggest a long-term strategic interest and a structured approach to managing exposure.
Industry Context
Millicom International Cellular S.A. operates in the telecommunications sector, primarily in Latin America and Africa. The increased economic exposure by a major shareholder like Atlas Investissement, associated with Xavier Niel (founder of Iliad, a major European telecom operator), suggests a continued strategic interest in the telecom industry, potentially indicating a belief in the growth prospects of Millicom's markets or a broader consolidation play. This move could be interpreted as a vote of confidence in the sector's long-term value.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Controlling Shareholder of Atlas Investissement | Iliad Holding SAS | Maya SAS | 2025-08-11 | Internal reorganization. |
| Controlling Shareholder of Holdco II SAS | Holdco II SAS | Iliad Holding SAS | 2025-08-11 | Internal reorganization (renaming). |
| Entity merged into Atlas Investissement SAS | Atlas SAS | Atlas Investissement SAS | 2025-08-11 | Internal reorganization (merger). |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Corporate Reorganization | Atlas Investissement SAS was transferred under Holdco II SAS (a subsidiary of Iliad Holding SAS). Iliad Holding SAS was renamed Maya SAS. Holdco II SAS was renamed Iliad Holding SAS. Atlas SAS was merged into Atlas Investissement SAS. | 2025-08-11 | These are internal administrative changes within the Niel Family's holding structure and do not directly impact Millicom's corporate governance structure or bylaws. |
| Contractual Covenants | Counterparty (Atlas Investissement) made several covenants to the banks, including not modifying terms of other similar option transactions without consent, not purchasing or selling shares during hedging/expiration periods (with exceptions), and complying with anti-manipulation and market abuse laws. | 2025-08-11 | These covenants are specific to the option agreements and aim to ensure fair dealing and compliance with securities regulations related to the derivative transactions. |
Related Party Transactions
- Atlas Investissement SAS, Iliad Holding SAS, Maya SAS, and the Niel Family are related parties, with the latter entities having shared beneficial ownership over the shares held by Atlas Investissement.
- Atlas Investissement entered into 'Other Share Option Transactions' with two additional financial institutions (Credit Agricole Corporate and Investment Bank and Societe Generale) that are substantially similar and contemporaneous to the transaction with Natixis.
Stakeholder Impact
- Shareholders: The increased economic exposure by a major shareholder (Atlas Investissement/Niel Family) could be perceived as a positive signal, potentially leading to increased investor confidence and share price stability or appreciation. The structured nature of the option transactions suggests a long-term strategic interest.
- Creditors: No direct impact on creditors is mentioned.
- Employees/Customers/Suppliers: No direct impact on these stakeholders is mentioned in the filing, as it focuses on ownership and financial derivatives.
Next Steps
- The financial institutions will establish initial hedge positions during the Initial Hedging Period, which ends on the 10th Exchange Business Day following the Trade Date (August 11, 2025) or when hedging is complete, whichever is earlier.
- The option transactions will proceed through 40 tranches with staggered expiration dates, leading to cash or physical settlement.
- Dividend adjustments will occur based on actual cash dividends versus assumed cash dividends during specified dividend periods.
Key Dates
| Date | Description |
|---|---|
| 2023-02-24 | Initial Schedule 13D filing date. |
| 2023-03-28 | Amendment No. 1 to Schedule 13D filed. |
| 2023-04-26 | Amendment No. 2 to Schedule 13D filed. |
| 2023-05-12 | Amendment No. 3 to Schedule 13D filed. |
| 2023-05-25 | Amendment No. 4 to Schedule 13D filed. |
| 2023-06-02 | Amendment No. 5 to Schedule 13D filed. |
| 2023-07-24 | Amendment No. 6 to Schedule 13D filed. |
| 2023-08-24 | Amendment No. 7 to Schedule 13D filed. |
| 2023-10-02 | Amendment No. 8 to Schedule 13D filed. |
| 2023-11-08 | Amendment No. 9 to Schedule 13D filed. |
| 2024-01-17 | Amendment No. 10 to Schedule 13D filed. |
| 2024-05-23 | Amendment No. 11 to Schedule 13D filed. |
| 2024-07-03 | Amendment No. 12 to Schedule 13D filed. |
| 2024-07-22 | Amendment No. 13 to Schedule 13D filed. |
| 2024-08-02 | Amendment No. 14 to Schedule 13D filed. |
| 2024-08-26 | Amendment No. 15 to Schedule 13D filed. |
| 2024-09-09 | Amendment No. 16 to Schedule 13D filed. |
| 2024-10-11 | Amendment No. 17 to Schedule 13D filed. |
| 2025-03-12 | Amendment No. 18 to Schedule 13D filed. |
| 2025-03-17 | Amendment No. 19 to Schedule 13D filed. |
| 2025-06-30 | Date for calculation of Millicom Common Shares outstanding. |
| 2025-08-08 | Date of 2002 ISDA Master Agreement between Counterparty and Societe Generale. |
| 2025-08-11 | Trade Date for Share Option Transactions with Natixis, Credit Agricole, and Societe Generale; Date of Event Which Requires Filing of This Statement. |
| 2025-08-13 | Signature Date for Schedule 13D Amendment No. 20. |
| 2025-10-11 | End date for Dividend Period n1. |
| 2025-11-11 | Start date for Dividend Period n2. |
| 2026-02-11 | End date for Dividend Period n2. |
| 2026-02-12 | Start date for Dividend Period n3. |
| 2026-05-12 | End date for Dividend Period n3. |
| 2026-05-13 | Start date for Dividend Period n4. |
Keywords
Millicom, TIGO, Atlas Investissement, Xavier Niel, Iliad Holding, Maya SAS, Share Options, Call Options, Equity Derivatives, SEC Filing, Schedule 13D, Beneficial Ownership, Telecommunications, Emerging Markets
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