Millicom Int. Cellular SDB — Capital/Financing Update 2005

Aug 24, 2005

POS AM 1 aug2405_f3pea1.htm

Registration No. 333-111779

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Post-Effective Amendment No. 1 to FORM F-3 REGISTRATION STATEMENT Under The Securities Act of 1933

Millicom International Cellular S.A. (Exact name of Registrant as specified in its charter)

Grand Duchy of Luxembourg	Not Applicable
(State or other jurisdiction of incorporation
or organization)	(I.R.S. Employer Identification Number)

75 Route de Longwy Box 23, L-8080 Bertrange Grand-Duchy of Luxembourg (352) 27 759 101 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

CT Corporation System 111 Eighth Avenue New York, New York 10011 (212) 894-8940 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: David M. Wells Davis Polk & Wardwell 99 Gresham Street London EC2V 7NG England (44) 207 418 1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. *********** MARKER PAGE="sheet: 1; page: 1"

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

DEREGISTRATION OF SECURITIES

On February 5, 2004, Millicom International Cellular S.A. registered $63,531,000 principal amount of 2% Senior Convertible PIK Notes Due 2006 and 5,509,777 shares of Millicom International Cellular S.A. common stock (representing 23,639,108 shares after the 4:1 stock split of February 16, 2004) issuable upon conversion of such notes (collectively, the “Securities”) with the Securities and Exchange Commission pursuant to Registration Statement No. 333-111779 (the “Registration Statement”). We hereby remove from registration all of the Securities originally registered pursuant to the Registration Statement which remain unsold as of the effective date of this post-effective amendment.

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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Grand Duchy of Luxembourg, on August 18, 2005.

| MILLICOM INTERNATIONAL CELLULAR
S.A. | |
| --- | --- |
| By: | /s/ Marc Beuls |
| | Marc Beuls |
| | Principal Executive Officer |
| By: | /s/ Bruno Nieuwland |
| | Bruno Nieuwland |
| | Principal Financial Officer and Controller |

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated:

Signature	Title	Date
/s/ Marc Beuls	Principal Executive Officer	August 18, 2005
Marc Beuls
/s/ Bruno Nieuwland	Principal Financial Officer and Controller	August 18, 2005
Bruno Nieuwland
	Director	August 18, 2005
Donna Cordner
*	Director	August 18, 2005
Vigo Carlund
*	Director	August 18, 2005
Ernest Cravatte
*	Director	August 18, 2005
Lars-Johan Jarnheimer
*	Director	August 18, 2005
Daniel Johannesson

*********** MARKER PAGE="sheet: 1; page: 1"

*	Director	August 18, 2005
Raymond Kirsch
*	Director	August 18, 2005
Michel Massart
*	Director	August 18, 2005
Cristina Stenbeck
	Director	August 18, 2005
Tope Lawani
*	Authorized Representative in the United States	August 18, 2005
Edward Doyle
*By: /s/ Marc Beuls	Attorney-in-fact	August 18, 2005
Marc Beuls

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