Millicom (Tigo) intends to consolidate listing of shares on NASDAQ U.S. by delisting SDRs from Nasdaq Stockholm and resumes shareholder remuneration
Luxembourg, November 29, 2024 – Millicom International Cellular S.A. ("Millicom" or the "Company"), today announced that the Company's Board of Directors (the "Board") has approved the following corporate actions, to simplify the trading of its shares and to resume shareholder remuneration, supported by the Company's strong financial performance in 2024 and positive outlook for 2025 and beyond:
- Application for delisting of the Company's Swedish Depositary Receipts ("SDR") from Nasdaq Stockholm (to be made at the earliest end of February 2025): The Company anticipates that consolidating the listing of its shares onto one single exchange, the Nasdaq Stock Market in the United States ("Nasdaq U.S."), will provide improved levels of liquidity to its shareholders, appropriate access to capital for Millicom, attract new investors focused on Latin America, potential inclusion on certain equity indices, a simplified corporate governance structure and a reduction in administrative costs;
- $150 million Share Repurchase Program: The program is intended to enhance shareholder value, as further outlined below; and
- Dividend Policy and Interim Dividend Declaration: Millicom having reached its intermediate leverage goal, the Board's current intention is to propose to restart recurring dividends as means of shareholder remuneration, which would then be presented to the AGM for shareholder approval. Meanwhile, the Board has approved an interim dividend of $1.00 per share (or its equivalent in SEK per SDR), i.e. approximately $172 million (to be adjusted for the number of treasury shares held by Millicom at the time of the record date of the Interim Dividend), expected to be paid on or around January 10, 2025.
Application for delisting of the Company's SDRs from Nasdaq Stockholm
Consolidating the listing of the Company's shares on the Nasdaq U.S. is a logical next step in Millicom's journey to become a more efficient company with a simplified corporate governance structure and to solidify its position as a leading provider of fixed and mobile telecommunications services in Latin America, a region where most of its peers are US-listed.
The Company's primary goal in consolidating its listing on Nasdaq U.S., is to increase trading liquidity for its shareholders and to provide appropriate access to capital for Millicom, reaching a larger pool of potential shareholders, while maintaining the same high level of standards of reporting and governance.
To achieve this, the Company (i) will maintain the current listing of its ordinary shares on the Nasdaq U.S. ("Millicom U.S. Shares" or "Shares") under the ticker symbol TIGO and (ii) intends to apply to delist the Company's SDR from Nasdaq Stockholm. The application for delisting will be submitted to Nasdaq Stockholm no earlier than three months after the date of this press release in line with Swedish good stock market practice (which the Swedish Securities Counsel has confirmed in its statement AMN 2024:72, when consulted by Millicom regarding good stock market practice in relation to the intended delisting).
Millicom's SDRs traded on Nasdaq Stockholm have equivalent economic and voting rights as the Millicom U.S. Shares that will remain listed on Nasdaq U.S. Currently, unrelated to a future delisting, holders of SDRs can convert SDRs into Millicom U.S. Shares for a fee paid to the SDR custodian (SEB), as per the procedures described on Millicom's website. However, Millicom will as soon as possible provide further details regarding the transfer instructions to be given by SDR holders to their Swedish nominee/custodian bank or broker in relation to the conversion process in light of the delisting and the related termination of the SDRs, and how to act in relation thereto. Such further details will include that directly registered SDR-holders must have or open an account that enables them to receive the US Shares, such as a securities custody account, an investment savings account (Sw. investeringssparkonto) or an endowment insurance (Sw. kapitalförsäkring). SDR holders that convert SDRs into Millicom U.S. Shares before such upcoming more detailed communication may not benefit from any improved conditions which may be applied in preparation for the upcoming delisting and termination of the SDRs (including potentially as regards removal or reduction of any fees involved).
As mentioned above, the application for delisting will, in line with Swedish good stock market practice as confirmed to Millicom by the Swedish Securities Council, not be submitted to Nasdaq Stockholm until at the earliest three months from today. The delisting is conditional on Nasdaq Stockholm thereafter approving the delisting application, which it is expected to do within a few days of receipt of the application for delisting. The SDRs will remain listed for trading at Nasdaq Stockholm until such last day of trading as Nasdaq Stockholm will decide. It is currently not possible to say when such last day of trading will be, but Millicom currently expects it to be approximately two to three weeks after the submission of the delisting application.
$150 million Share Repurchase Program
On May 23, 2024, the AGM of Millicom resolved to authorize (the "Authorization") the Board to adopt a share repurchase plan subject to certain conditions. Based on the Authorization, the Board decided today to initiate a repurchase program of SDRs and Shares (the "Share Repurchase Program") worth up to $150 million (or its equivalent in Swedish Krona ("SEK")) . The purpose of the Share Repurchase Program is to reduce the capital of Millicom by distributing funds to the shareholders, thus enhancing shareholder value, and to meet obligations under Millicom's share-based incentive plans or other compensation programs. The repurchases may also have the effect of mitigating any potential stock price volatility that may arise during the delisting period, though there can be no guarantee that the Share Repurchase Program would have this or any other effect on any price or trading volatility of the SDRs and Shares.
The Share Repurchase Program will be implemented in accordance with the Authorization, the Nasdaq Nordic Main Market Rulebook for Issuers of Shares ("Nasdaq Rulebook"), applicable law including the Luxembourg law of 10 August 1915 on commercial companies, as amended, and the EU Market Abuse Regulation No. 596/2014 ("MAR"), and it will be executed consistently with the provisions of Article 5 of MAR and the Commission Delegated Regulation No. 2016/1052 ("Safe Harbor Regulation"). The Share Repurchase Program will be managed by a brokerage firm which makes its trading decisions concerning the timing and quantity of the purchases of SDRs and Shares independently of Millicom based on the framework agreed at inception. The Share Repurchase Program will be conducted under the following conditions:
- Repurchases may take place during the period between December 9, 2024 and May 21, 2025.
- The maximum level of SDRs and Shares that may be repurchased will be the lower of $150 million (approximately SEK 1.65 billion) in aggregate purchase price, or 17,200,000 SDRs / Shares (the latter corresponding to approximately 10% of Millicom's share capital, which is the maximum number allowed under the Authorization).
- Payment for the repurchases will be made in cash.
- SDRs and Shares may be repurchased on Nasdaq Stockholm or Nasdaq U.S., respectively, at a price per share within the registered interval for the share price prevailing at any time (the spread), that is, the interval between the highest buying price and the lowest selling price on the regulated market where the purchases are made.
- The repurchased SDRs and Shares will ultimately be transferred to employees of the Company's group in connection with any existing or future Company's share-based incentive plan or be cancelled, as the case may be.
In addition to repurchases under the Share Repurchase Program described above, but with the same purpose, Millicom may also, under the Authorization and before the commencement of repurchases under the Share Repurchase Program, effectuate separate repurchases outside the scope of the Safe Harbor Regulation under article 5 of MAR to the extent permitted under MAR and other applicable rules. If so, the execution of those repurchases will be disclosed and deducted from the maximum amounts and numbers of SDRs of the Share Repurchase Program as stipulated above.
As of the date of this press release, the total number of outstanding shares in Millicom is 172,096,305 of which 598,896 are held by Millicom as treasury shares. Completed acquisitions of own shares will be disclosed and reported in accordance with applicable laws and regulations as well as Nasdaq Rulebook.
Complete information on the authorization resolved by the AGM can be found on Millicom's website.
Dividend Policy and Interim Dividend Declaration
Millicom having reached its intermediate leverage goal, the Board's current intention is to propose to restart recurring dividends as means of shareholder remuneration, which would then be propsed to the AGM for shareholder approval.
Meanwhile, the Board has approved the distribution of an interim dividend payment of $1 per share (the "Interim Dividend") to Millicom shareholders from the unappropriated net profits on a parent company basis, in accordance with articles 23 of the Company's articles of association, currently expected to be paid on January 10, 2025.
At September 30, 2024 Millicom had unappropriated net profit of USD 2,058,896,447. The interim accounts of Millicom as of September 30, 2024 show that Millicom has sufficient funds available, in accordance with applicable law, to distribute the Interim Dividend which represents an approximate aggregate dividend of USD 172 million. The Board confirms that, in the absence of losses incurred by Millicom as of 30 September 2024 reducing the said unappropriated net profits below an amount of USD 172 million, the Interim Dividend can be paid out of the unappropriated net profit available at the date of this press release.
Details regarding the payment of the Interim Dividend, including in relation to the record date, conversion stoppage, ex-dividend date, and currency conversions will be communicated shortly.
As regards certain tax aspects, Millicom can currently inform investors as follows. In accordance with Luxembourg income tax law, the payment of the Interim Dividend will be subject to a 15% withholding tax. Millicom will withhold the 15% withholding tax and pay this amount to the Luxembourg tax administration. The Interim Dividend will be paid net of withholding tax. However, a reduced withholding tax rate may be foreseen in a double tax treaty concluded between Luxembourg and the country of residence of the shareholder or an exemption may be available in cases where the Luxembourg withholding tax exemption regime conditions are fulfilled (e.g., for shareholdings representing at least 10% of the share capital or an acquisition cost of at least Euro 1.2 million for an uninterrupted period of at least 12 months and held by corporate shareholders that may benefit from the Parent-Subsidiary Directive, respectively are subject to tax at a rate of at least 8.5% (2024) levied on a tax basis similar to the Luxembourg one and located in a jurisdiction linked with a double tax treaty with Luxembourg). These shareholders should contact their advisors regarding the procedure and the deadline for a potential refund of the withholding tax from the Luxembourg tax authority. Holders of Millicom shares and SDRs should consult their tax advisor regarding potential tax implications.
