Millicom Int. Cellular SDB — Capital/Financing Update 2003

Feb 20, 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 February 20, 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 February 20 2003 - - Press release dated February 19, 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: February 20, 2003 By: /s/ John Ratcliffe ------------------ Name: John Ratcliffe Title: Chief Financial Controller Item 1 [MIC] MILLICOM INTERNATIONAL CELLULAR S.A. FOR IMMEDIATE RELEASE February 20, 2003 EXTENSION OF EXCHANGE OFFER AND CONSENT SOLICITATION New York, London and Luxembourg - February 20, 2003 - Millicom International Cellular S.A. ("Millicom") (Nasdaq: MICC), the global telecommunications investor, today announces that, further to its announcement of January 21, 2003, 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 February 28, 2003, unless further extended by Millicom. In addition, Millicom confirms it has been notified that an ad hoc committee of bondholders has been formed and has retained Houlihan Lokey Howard & Zukin as financial advisers and Orrick, Herrington & Sutcliffe as legal advisers. Millicom has had conversations with this ad hoc committee and is extending the exchange offer and consent solicitation to facilitate the continued dialogue. 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. 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. CONTACTS: Marc Beuls Telephone: +352 27 759 101 President and Chief Executive Officer Millicom International Cellular S.A., Luxembourg Jim Millstein Telephone: +1 212 632 6000 Lazard, New York Peter Warner Telephone:+44 20 7588 2721 Daniel Bordessa Cyrus Kapadia Lazard, London 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 360 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 forwardlooking 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. Lazard is acting for Millicom International Cellular S.A. in connection with the exchange offer and consent solicitation and no-one else and will not be responsible to anyone other than Millicom International Cellular S.A. for providing the protections offered to clients of Lazard nor for providing advice in relation to the exchange offer or consent solicitation. [MIC] MILLICOM INTERNATIONAL CELLULAR S.A. FOR IMMEDIATE RELEASE February 19, 2003 Millicom Reverse Stock Split New York, London and Luxembourg - February 19, 2003, Millicom International Cellular S.A. ("MIC") (Nasdaq Stock Market: MICC). An Extraordinary General Meeting was held on Monday, February 17, 2003, at the registered office of Millicom International Cellular S.A. (the "Company") in Bertrange, Grand-Duchy of Luxembourg. All of the resolutions on the agenda proposed to shareholders were approved, including the resolution for a reverse stock split of the issued shares of the Company, exchanging three existing shares of a par value of USD 2 each for one new share with a par value of USD 6. Fractional shares will not be issued as a result of the reverse stock split. Instead, each holder of a fractional interest of the Company's shares will receive a cash entitlement. The Company's shares began trading on a post split basis on the Luxembourg Stock Exchange on February 17, 2003. The Company's shares will begin trading on NASDAQ on a post split basis on Thursday, February 20, 2003. After the split the stock will trade under the interim symbol of "MICCD" for 20 trading days to assist in making investors aware of the split. Thereafter, the symbol will revert to "MICC". 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 360 million people. In addition, Millicom provides highspeed 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 Millicom's expectations and plans, strategy, management's objectives, future performance, costs, revenues, earnings and other trend information. It is important to note that Millicom's 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 that Millicom has filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, including Millicom's 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 Millicom 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 Millicom's behalf are expressly qualified in their entirety by the factors referred to above. Millicom does not intend to update these forward-looking statements. 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 Investor Relations Shared Value Ltd, London Visit our web site at http://www.millicom.com