As filed with the Securities and Exchange Commission on April 15, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 |
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ |
OR
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report |
Commission file number:
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact name of Registrant as specified in its charter)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation)
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices)
Mauricio Ramos
President and Chief Executive Officer
Millicom International Cellular S.A.
2, Rue du Fort Bourbon,
L-1249 Luxembourg
Grand Duchy of Luxembourg
Phone: +352-277-59021
Email: investors@millicom.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $1.50 per share | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
101,739,217 shares of Common Stock as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes☐ Nox
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Yes☐ Nox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes☐ Nox
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yesx No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☐ Accelerated Filer☐ Non-accelerated Filerx Emerging growth company☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ | U.S. GAAP |
x | International Financial Reporting Standards as issued by the International Accounting Standards Board |
☐ | Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ Nox
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A (the “Amendment”) amends the Annual Report on Form 20-F for the year ended December 31, 2018 of Millicom International Cellular S.A. (“Millicom”) as originally filed with the Securities and Exchange Commission on February 28, 2019 (the “Original Filing”). This Amendment is being filed solely for the purpose of providing Comunicaciones Celulares, S.A.’s financial statements that were omitted from the Original Filing, as described therein. As such, the only items amended by this Amendment are “Item 18. Financial Statements” and “Item 19. Exhibits.”
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update, or restate the information in any item of the Original Filing or reflect any events that have occurred after the Original Filing was filed.
Item 18. | financial statements |
1. | Millicom International Cellular S.A., incorporated by reference to pages F-1 to F-97 of the Company’s Annual Report on Form 20-F (File No. 001-38763) filed with the SEC on February 28, 2019 |
2. | Comunicaciones Celulares, S.A. |
Financial statements | |
At December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 | |
With report of independent auditors | |
Incorporated by reference to Exhibit 99.1 |
Item 19. | Exhibits |
99.1* | Audited financial statements of Comunicaciones Celulares, S.A. as at December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 | |
101.INS | XBRL Instance Document (incorporated by reference to exhibit 101.INS to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019) | |
101.SC | XBRL Taxonomy Extension Schema Document (incorporated by reference to exhibit 101.SC to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019) | |
101.CA | XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to exhibit 101.CA to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019) | |
101.DE | XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to exhibit 101.DE to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019) | |
101.LA | XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to exhibit 101.LA to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019) | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to exhibit 101.PRE to the Company’s annual report on Form 20-F for the year 2018 (File No. 001-38763) filed with the SEC on February 28, 2019) |
* | Filed with this Annual Report on Form 20-F/A |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
MILLICOM INTERNATIONAL CELLULAR S.A. | |||
Date: April 15, 2019 | |||
By: | /s/ Tim Pennington | ||
Name: | Tim Pennington | ||
Title: | Senior Executive Vice President, Chief Financial Officer | ||
By: | /s/ Mauricio Ramos | ||
Name: | Mauricio Ramos | ||
Title: | President and Chief Executive Officer |