SCHEDULE 13D/A: Atlas SAS Increases Stake in Millicom International Cellular S.A. to 41.14% Through Strategic Share Purchases
Amendment to Statement of Beneficial Ownership (Schedule 13D/A)
Atlas SAS, a key shareholder group led by the Niel Family, has further increased its beneficial ownership in Millicom International Cellular S.A. to 41.14% through recent acquisitions of Swedish Depositary Receipts.
Summary
- Atlas SAS, a French 'société par actions simplifiée' (formerly Atlas Luxco S.a r.l.), has increased its beneficial ownership in Millicom International Cellular S.A. (the 'Issuer').
- The reporting persons, including Atlas SAS, Atlas Investissement SAS, Iliad Holding SAS, and the Niel Family (Xavier, Jules, John, Elisa, and Joseph Niel), collectively beneficially own 69,666,200 shares of Millicom.
- This ownership comprises 69,276,200 common shares and 390,000 Swedish Depositary Receipts (SDRs).
- The aggregate beneficial ownership represents 41.14% of Millicom's outstanding shares, calculated based on 169,301,471 shares outstanding as of February 24, 2025.
- Atlas acquired an additional 190,000 SDRs on March 11, 2025, for SEK 56,854,479 (approximately SEK 299.23 per SDR).
- Atlas acquired another 200,000 SDRs on March 12, 2025, for SEK 59,451,680 (approximately SEK 297.26 per SDR).
- These acquisitions were funded using cash on hand.
- The purchases were executed under a non-exclusive blind mandate purchase plan (the 'Purchase Mandate') with DNB Markets, which commenced on March 10, 2025, and terminated on March 12, 2025.
- The Purchase Mandate allowed for the acquisition of up to 2,723,800 SDRs, subject to pre-agreed pricing and volume limits, with DNB Markets independently determining the volume and timing of purchases.
- The Client (Atlas) was responsible for regulatory compliance, including disclosure and insider trading regulations, and was prohibited from possessing inside information when entering or amending the mandate.
Sentiment
Score: 7
Explanation: The sentiment is moderately positive as a significant shareholder group is increasing its stake, indicating confidence. The document is factual and regulatory in nature, detailing a completed transaction.
Positives
- A significant shareholder group (Atlas/Niel Family) has increased its stake in Millicom, potentially signaling confidence in the company's future.
- The use of a structured purchase mandate (blind mandate) indicates a systematic approach to increasing ownership, which can provide market stability for the stock during the purchase period.
Risks
- The Client (Atlas) is solely responsible for compliance with all applicable laws and regulations related to its purchases, including disclosure, stock exchange, takeover, insider trading, and market manipulation rules.
- The Client must not possess inside information when entering into, amending, or terminating the Purchase Mandate.
- Both parties are subject to sanctions compliance; any breach of sanctions can lead to immediate termination of the assignment.
- DNB Markets' liability to the Client is limited to direct losses resulting from gross negligence or willful default, and it is not liable for indirect losses of any kind.
Future Outlook
The document primarily details past share acquisition activities and the termination of a specific purchase mandate. It does not provide forward-looking statements or guidance from Millicom International Cellular S.A. management regarding the company's future performance or strategic direction.
Management Comments
- "The Client appoints the Contractor, who accepts the Assignment, to endeavor to purchase outside the United States a number of Instruments in an amount which shall not cause the Client to hold, in aggregate with any and all Instruments and other type of securities of the Company that the Client owns or will own during the Purchase Period (as defined in Annex A), directly or indirectly, more than 72,000,000 Instruments and common shares of the Company (the Target Number of Instruments), on the Clients behalf and for the Clients account during the Purchase Period in accordance with the terms and conditions set forth in Annex A."
- "The Contractor is authorized to and will lead-manage the purchases and make its trading decisions concerning the volume and timing of the purchases of the Instruments independently of the Client."
- "The Client shall be solely responsible for its compliance with all applicable laws and regulations relating to its purchases, including without limitation any disclosure and reporting obligations, stock exchange regulation, takeover rules, insider trading regulations and market manipulation regulations."
- "Please note that the Client shall not enter into this Assignment confirmation and thereby give any orders to purchase Instruments if the Client is in possession of inside information which is not made public..."
Industry Context
This filing reflects a significant shareholder's ongoing strategy to increase its stake in a telecommunications company. Such accumulation by a major investor can be seen as a vote of confidence in the company's long-term prospects within the competitive telecom industry. It does not, however, provide broader industry trends or competitive analysis.
Stakeholder Impact
- Shareholders: Increased ownership by a major shareholder group (Atlas/Niel Family) could imply greater stability or potential for strategic influence, which may be viewed positively.
- Company (Millicom): A large, concentrated ownership stake could influence corporate governance and strategic decisions in the future.
Key Dates
| Date | Description |
|---|---|
| 2023-02-24 | Initial Schedule 13D filed. |
| 2024-12-16 | Atlas Luxco S.a r.l. redomiciled from Luxembourg to France and transformed into Atlas SAS. |
| 2025-02-24 | Date used for calculating outstanding shares (169,301,471 shares) for percentage ownership. |
| 2025-03-10 | Date of event requiring filing of this statement; Atlas entered into the Purchase Mandate with DNB Markets. |
| 2025-03-11 | Atlas acquired 190,000 SDRs for SEK 56,854,479. |
| 2025-03-12 | Atlas acquired 200,000 SDRs for SEK 59,451,680; Purchase Mandate terminated; Filing date of Amendment No. 18. |
Keywords
Millicom International Cellular S.A., Atlas SAS, Schedule 13D/A, Beneficial Ownership, Share Acquisition, Swedish Depositary Receipts, SDRs, DNB Markets, Xavier Niel, Iliad Holding SAS, Shareholder Stake, SEC Filing, Market Abuse Regulation
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