Millicom Int. Cellular SDB — Capital/Financing Update 2003

Apr 14, 2003

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For April 11, 2003 Commission File Number: 000-22828 MILLICOM INTERNATIONAL CELLULAR S.A. 75 Route de Longwy Box 23, L-8080 Bertrange Grand-Duchy of Luxembourg ------------------------------------------------ (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F _ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ______ MILLICOM INTERNATIONAL CELLULAR S.A. INDEX TO EXHIBITS Item 1. - - Press release dated April 11, 2003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MILLICOM INTERNATIONAL CELLULAR S.A. (Registrant) Date: April 14, 2003 By: /s/ John Ratcliffe --------------------------------- Name: John Ratcliffe Title: Chief Financial Controller Item 1 [MIC] MILLICOM INTERNATIONAL CELLULAR S.A. FOR IMMEDIATE RELEASE April 11, 2003 PROPOSAL TO AMEND TERMS OF EXCHANGE OFFER AND CONSENT SOLICITATION FOR 13-1/2% SENIOR SUBORDINATED NOTES DUE 2006 New York, London and Luxembourg - April 11, 2003 - Millicom International Cellular S.A. ("Millicom") (Nasdaq: MICC), the global telecommunications investor, today announces that it is extending the private exchange offer and consent solicitation to holders of 13-1/2% Senior Subordinated Discount Notes due 2006, or the "Old Notes", who are not U.S. persons, or who are U.S. persons that are either "qualified institutional buyers" or institutional "accredited investors" (as each of those terms are defined under the Securities Act of 1933, as amended) and who can make the representations to exchange, upon the terms and subject to the conditions set forth in the private offering documents, until 5:00 p.m. New York City time on April 16, 2003, unless further extended by Millicom. The rights of withdrawal for those bondholders who have already tendered their acceptance to the exchange offer and consent solicitation shall continue until the new expiration date in accordance with the terms of the private offering documents. Millicom also announces that the commitments it has received from approximately 50% of the holders of the Old Notes to exchange their Old Notes for new securities in the ongoing private exchange offer under certain revised terms have become binding on such holders and are no longer subject to the satisfactory completion of a due diligence review. Subject to the remaining members of the ad hoc committee of holders of Old Notes (representing an additional 18% of the holders of the Old Notes) entering into similar binding commitments (no later than April 16, 2003) to tender their Old Notes, Millicom has agreed to amend the terms of the ongoing private exchange offer and circulate the related private offering documents under the proposed revised terms described below. Millicom can make the exchange offer on these or any other amended terms at any time. If the ongoing private exchange offer is amended and subject to the satisfaction of applicable conditions precedent, Holders of the Old Notes who tender their Old Notes would receive for each $1,000 of Old Notes validly tendered $720 of Millicom's newly issued 11% Senior Notes due 2006, or the "11% Notes", and $81.7 of Millicom's newly issued 2% Senior Convertible PIK (payment in kind) Notes due 2006, or the "2% Notes," both maturing June 1, 2006 (which, when issued, could result in a maximum dilution to existing Millicom stockholders of approximately 30%, assuming no issuance of PIK notes in lieu of cash interest). The 11% Notes would have the right to receive semi-annual amortization payments due June 1, 2004, December 1, 2004, June 1, 2005 and December 1, 2005. The 2% Notes would be convertible into Millicom's common stock at a conversion price of $10.75 per share (taking into consideration Millicom's recent reverse stock split). At maturity or upon redemption, Millicom would have the right to, at its option, in whole or in part, pay the then outstanding principal amount of the 2% Notes, plus accrued and unpaid interest thereon, in cash or in shares of its common stock. Millicom International Operations B.V., a wholly owned subsidiary of Millicom, would irrevocably and unconditionally guarantee the 11% Notes and 2% Notes. Millicom would continue to solicit consents to certain amendments to the indenture under which the Old Notes were issued. For each $1,000 of Old Notes who validly deliver a consent and are entitled to vote, Millicom would pay a cash fee of $50, provided that at least a majority of the holders of Old Notes so consent. This press release is neither an offer to purchase nor a solicitation of an offer to sell Millicom's securities and is not being made to, nor will tenders be accepted from, or on behalf of, holders of Old Notes in any jurisdiction in which the making of the exchange offers and consent solicitations or the acceptance thereof would not be in compliance with the laws of such jurisdiction. Millicom's securities referred to herein, if and when offered, will not have been registered under the Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. CONTACTS: Marc Beuls Telephone: +352 27 759 101 President and Chief Executive Officer Millicom International Cellular S.A., Luxembourg Andrew Best Telephone: +44 20 7321 5022 Shared Value Ltd, London Visit Millicom's homepage at http://www.millicom.com Millicom International Cellular S.A. is a global telecommunications investor with cellular operations in Asia, Latin America and Africa. It currently has a total of 16 cellular operations and licenses in 15 countries. Millicom's cellular operations have a combined population under license (excluding Tele2) of approximately 369 million people. In addition, Millicom provides high-speed wireless data services in seven countries. Millicom also has a 6.8% interest in Tele2 AB, the leading alternative pan-European telecommunications company offering fixed and mobile telephony, data network and Internet services to over 16 million customers in 21 countries. Millicom's shares are traded on the Nasdaq Stock Market under the symbol MICC. This press release may contain certain "forward-looking statements" with respect to our expectations and plans, strategy, management's objectives, future performance, costs, revenues, earnings and other trend information. It is important to note that our actual results in the future could differ materially from those anticipated in forward-looking statements depending on various important factors. Please refer to the documents we have filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, including our most recent annual report on Form 20-F, for a discussion of certain of these factors. All forward-looking statements in this press release are based on information available to us on the date hereof. All written or oral forward-looking statements attributable to Millicom International Cellular S.A, any Millicom International Cellular S.A members or persons acting on our behalf are expressly qualified in their entirety by the factors referred to above. We do not intend to update these forward-looking statements.