Form FWP MILLICOM INTERNATIONAL Filed by: MILLICOM INTERNATIONAL CELLULAR SA

May 23, 2022 6:11 AM EDT

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FREE WRITING PROSPECTUS

Filed pursuant to Rule 433

Registration Statement No.

333-263203

MILLICOM INTERNATIONAL CELLULAR S.A.

 

NOTICE TO CLIENTS OF SHAREHOLDERS WHO ARE ACTING AS NOMINEES

 

Up to 70,357,088 Common Shares Issuable Upon Exercise of Transferable Rights

 

May 23, 2022

 

Dear Shareholder:

 

Enclosed for your consideration is a prospectus supplement, dated May 18, 2022 (as amended and supplemented from time to time, the “Prospectus Supplement”), and the accompanying prospectus, dated March 1, 2022 (together with the Prospectus Supplement, the “Prospectus”), relating to the offering by Millicom International Cellular S.A. (the “Company”) of transferable subscription rights (the “Rights”) to subscribe for up to an aggregate of 70,357,088 common shares (as such amount may be adjusted as described in the Prospectus Supplement), par value $1.50 per share (the “Common Shares”). The Rights will be issued to shareholders of record (the “Record Date Shareholders”) as of 5:00 p.m., New York City time, on May 23, 2022 (the “Record Date”). The Rights are offered on the terms and subject to the conditions described in the Prospectus.

 

The Rights may be exercised at any time during the subscription period, which commences on May 27, 2022 and ends at 5:00 p.m., New York City time, on June 13, 2022 (the “Expiration Date”). The Rights are transferable and are expected to be listed for trading on the Nasdaq Global Select Market under the symbol “TIGOR.” The Common Shares are listed on the Nasdaq Global Select Market under the symbol “TIGO.” No assurance can be given that a market for the Rights will develop. If you are a beneficial owner of Common Shares that are held of record in the name of a broker, bank or other nominee, you should ask that entity to effect the sale of your Rights or the purchase of other Rights that may be available.

 

As described in the Prospectus, each Record Date Shareholder is entitled to receive one Right for each outstanding Common Share owned on the Record Date. The Rights entitle the holder thereof to purchase seven new Common Shares for every ten Rights held (the “Primary Subscription”) at the subscription price of $10.61 per share (the “Subscription Price”). To the extent that there are any unexercised Rights, Record Date Shareholders who fully exercise their Rights pursuant to the Primary Subscription will be entitled to subscribe for additional shares on the terms and subject to the conditions set forth in the Prospectus, including proration. In addition, non-Record Date Shareholders who fully exercise the Rights acquired will be entitled to subscribe for additional shares on the terms and subject to the conditions set forth in the Prospectus, including proration. The Company refers to these oversubscription privileges as the “Oversubscription Privilege.”

 

The Rights will be evidenced by book entries on the register maintained by the transfer agent and may be exercised by using the appropriate common share rights subscription form (the “Common Share Rights Subscription Form”). No fractional Common Shares will be issued pursuant to the Rights.

 

 

 

Enclosed are copies of the following documents:

 

1.       the Prospectus;

 

2.       a letter to the Company’s shareholders, dated May 23, 2022; and

 

3.       a Beneficial Owner Election Form.

 

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON SHARES CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF RIGHTS MAY ONLY BE MADE BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.

 

Accordingly, as your nominee, we request instructions as to whether you wish us to elect to subscribe for any Common Shares to which you are entitled on the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus carefully before instructing us to exercise any Rights.

 

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise the Rights on your behalf on the terms and subject to the conditions set forth in the Prospectus. The Rights offering will expire on the Expiration Date. Rights holders who exercise their Rights will have no right to rescind their subscription after receipt of their completed Common Share Rights Subscription Form together with payment for shares.

 

If you wish to have us, on your behalf, exercise your Rights for any Common Shares to which you are entitled, please so instruct us by completing, executing and returning to us the Beneficial Owner Election Form included with this letter.

 

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO US.

 

U.S. Securities laws require that any person that subscribes for Common Shares by exercising their Rights must receive a notice of registration, within two (2) business days following the completion of the sale, substantially as follows:

 

This sale is made pursuant to pursuant to a registration statement (including a prospectus) and a related prospectus supplement filed with the U.S. Securities and Exchange Commission.

 

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. The offering 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 filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) on March 1, 2022 covering, among other things, the Rights and Common Shares to be issued upon the exercise thereof, to which this communication relates. The prospectus in that registration statement, together with the related prospectus supplement that Millicom filed with the SEC on May 18, 2022 and the documents incorporated by reference in the prospectus and prospectus supplement, as well as other documents Millicom has filed with the SEC, are available for free by visiting EDGAR on the SEC’s website at www.sec.gov or by contacting Broadridge Corporate Issuer Solutions, Inc., the information agent, toll-free at the following telephone number: (888) 789-8409 or via email at [email protected]

 

 

BENEFICIAL OWNER ELECTION FORM

 

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of common shares, par value $1.50 per share (the “Common Shares”), of Millicom International Cellular S.A. (the “Company”).

 

This Beneficial Owner Election Form will instruct you whether to exercise rights to purchase Common Shares distributed with respect to the Common Shares held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Company’s prospectus supplement, dated May 18, 2022, and the accompanying prospectus, dated March 1, 2022 (collectively, the “Prospectus”).

 

Box 1. [ ] Please EXERCISE RIGHTS for Common Shares as set forth below.

 

 

Number of Shares to Purchase

 

Subscription Price

 

Payment

 
             
Primary Subscription   X

$ 10.61

=

$

Line 1

You are entitled to subscribe for seven shares for every ten rights you hold.

 

           
Oversubscription Privilege   x

$ 10.61

=

$

Line 2
Shareholders of record on May 23, 2022 may only exercise the Oversubscription Privilege if their Primary Subscription is exercised in full. The Oversubscription Privilege is not limited by the number of rights you hold, but issuance is subject to certain other limitations, including proration, as described in the Prospectus.            
      Total Payment
Required
 

$

Line 3

 

(The sum of lines 1 & 2 must equal the total amount in line 3)

 

Box 2. [ ] Please DO NOT EXERCISE RIGHTS for Common Shares.

 

Box 3. [ ] Payment in the following amount is enclosed $        .

 

Box 4. [ ] Please deduct payment from the following account maintained by you as follows:

 

     
Type of Account   Account Number
     

Amount to be deducted: $

 

   
     
     
Signature   Date
     
     
     
Please type or print name    

 

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. The offering 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 filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) on March 1, 2022 covering, among other things, the Rights and Common Shares to be issued upon the exercise thereof, to which this communication relates. The prospectus in that registration statement, together with the related prospectus supplement that Millicom filed with the SEC on May 18, 2022 and the documents incorporated by reference in the prospectus and prospectus supplement, as well as other documents Millicom has filed with the SEC, are available for free by visiting EDGAR on the SEC’s website at www.sec.gov or by contacting Broadridge Corporate Issuer Solutions, Inc., toll-free at the following telephone number: (888) 789-8409 or via email at [email protected]

 



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