Millicom Int. Cellular SDB — Major Shareholding Notification 2004

Nov 3, 2004

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Millicom International Cellular S.A. (Name of Issuer) Common Shares, par value $1.50 each (Title of Class of Securities) L6388F 10 2 (CUSIP Number) Vigo Carlund Investment AB Kinnevik (formerly Invik & Co. AB) Skeppsbron 18 Box 2094 S-103 13 Stockholm, Sweden 011-46-8-562-000-00 Copies to: Ashar Qureshi, Esq. Cleary, Gottlieb, Steen & Hamilton City Place House 55 Basinghall St. London EC2V 5EH England +44 207 614 2200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 28, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |X| CUSIP No. L6388F 10 2 SCHEDULE 13D Page 2 of 7 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Investment AB Kinnevik (formerly Invik & Co. AB) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Sweden 7 SOLE VOTING POWER 31,092,535 Common Shares NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 31,092,535 Common Shares 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,092,535 Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.9% of Common Shares 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D Item 1. Security and Issuer. This statement on Schedule 13D applies to transactions in the common shares, par value $1.50 each (the "Common Shares") of Millicom International Cellular S.A. ("Millicom"), a foreign private issuer organized under the laws of Luxembourg. Investment AB Kinnevik (formerly Invik & Co. AB) ("Invik"), Industriforvaltnings AB Kinnevik ("Kinnevik") and the estate of Jan H. Stenbeck (the "Estate") jointly filed an Amendment No. 1 to a Schedule 13G in respect of the Common Shares on February 18, 2003. This Schedule 13D is being filed by Invik in connection with the merger of Invik and Kinnevik, which is further described below. The Common Shares are listed on the Luxembourg Stock Exchange and the Nasdaq National Market, as well as on the O-list of the Stockholmsborsen in the form of Swedish Depositary Receipts. The principal executive offices of Millicom are located at 75 route de Longwy, L-8080, Bertrange, Luxembourg. Item 2. Identity and Background. Invik. Invik, a Swedish limited liability company, is a holding company that manages a long-term securities portfolio. Invik's subsidiaries primarily engage in the finance, insurance, carton board and paper production businesses. The address of its principal business and office is located at Skeppsbron 18, Box 2094, S-103 13 Stockholm, Sweden. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Invik are set forth on Schedule A hereto. Invik holds the Class A Shares and the Class B Shares directly and through its wholly owned subsidiaries, Moderna Forsakringar AB ("Moderna"), Kinnevik International AB and Kinnevik BV. Moderna is an insurance company which provides casualty, life, yacht and savings insurance services and has its principal business and office address at Box 2251, 403 14 Goteborg, Sweden. Kinnevik International AB is a wholly owned holding company of Invik with a principal business and office address of Skeppsbron 18, Box 2094, S-10313 Stockholm, Sweden. Kinnevik BV is a wholly owned holding company of Invik with a principal business and office address of "Het Witte Huis", Wijnhaven 3B, 3011 WG Rotterdam, The Netherlands. As far as Invik is aware, it is neither directly nor indirectly owned or controlled by another person. The Estate of Jan H. Stenbeck. As previously has been disclosed in filings with the Commission, Mr. Stenbeck was the Chairman of the Board of Directors of Invik and Industriforvaltnings AB Kinnevik; he also had substantial direct or indirect shareholdings in each of Invik and Kinnevik. Mr. Stenbeck passed away on August 19, 2002, and the estate of Mr. Stenbeck is currently under administration in Luxembourg and Sweden. A notary and an administrator have been appointed in Luxembourg, and an attorney has been elected by the Stockholm City Court as Swedish legal administrator of the Estate. The administrators in Luxembourg and Sweden consult and inform each other, as well as the heirs, of any decisions or acts taken regarding the Estate. No date has been set for the distribution of the Estate. Proceedings. During the past five years neither Invik nor any of the other persons listed in Schedule A hereto has been convicted in a criminal proceeding nor has any such person been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. Item 3. Source and Amount of Funds or Other Consideration. On February 16, 2004, Invik and Kinnevik entered into a statutory merger under the Swedish Companies Act that was approved by the shareholders of each company on April 16, 2004, and closed July 28, 2004. In connection with the merger, Kinnevik has been dissolved, with its assets and liabilities being transferred to Invik. Each Kinnevik class A share was exchanged for 3.5 new Invik class A shares and each Kinnevik class B share was exchanged for 3.5 new Invik class B shares. Immediately prior to the merger, Invik held 1,253,888 Common Shares. Following the merger, it holds 31,092,535 Common Shares (giving it 34.9% of the voting power and capital of Millicom). Following the merger, Invik was also renamed Investment AB Kinnevik. Item 4. Purpose of Transaction. The boards of directors of Invik and Kinnevik agreed to merge the companies after determining that a simplified company structure and the elimination of cross-holdings between the two companies would be beneficial for them, as well as their shareholders. Following shareholder approval of the merger, the exchange of Kinnevik shares for new Invik shares became binding on all Kinnevik shareholders, including Invik. Subsequent to the shareholder approval, an approval from the creditors of Kinnevik and an approval by the Swedish Companies Registration Office, the merger was completed on July 28, 2004. Invik intends to review from time to time the business affairs and financial condition of Millicom. Based on such evaluation and review, general economic and industry conditions existing at the time and Invik's working capital requirements, Invik may from time to time consider alternative courses of action with respect to the Class A Shares or the Class B Shares it holds. Such actions could include the sale of all or a portion of such securities in the open market, in privately negotiated transactions, through a public offering or otherwise. Otherwise, Invik does not have current plans or proposals to dispose of all or a portion of its respective Class A Shares or Class B Shares or that otherwise relates to or would result in a transaction of the type described in Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of September 24, 2004, the following persons or entities owned Common Shares: Percentage of Name of Person or Entity Number of Common Shares Common Shares - ------------------------ ----------------------- -------------- Kinnevik (1).................... 31,092,535 34.8 The 1980 Stenbeck Trust(2)...... 2,032,932 2.3 The 1985 Stenbeck Trust(2)...... 102,472 0.1 Total...................... 33,227,939 37.2 - ---------- (1) The holdings of Invik include those of its wholly owned subsidiaries. See Item 1 above. (2) The 1980 Stenbeck Trust is an irrevocable trust that was created under the laws of the State of New York exclusively for the benefit of the wife and children of Mr. Jan H. Stenbeck. The 1985 Stenbeck Trust is an irrevocable trust that was created under the laws of the State of New York exclusively for the benefit of the children of Mr. Jan H. Stenbeck. The sole and exclusive voting control of the MIC Common Stock held by the 1980 Stenbeck Trust and the 1985 Stenbeck Trust is vested in the trustees of the trusts. The trustees of the 1980 Stenbeck Trust are Leonard Gubar, Henry Guy and David Marcus. The trustees of the 1985 Stenbeck Trust are Leonard Gubar and Henry Guy. The trustees have disclaimed beneficial ownership of the shares owned by the 1980 Stenbeck Trust and the 1985 Stenbeck Trust. As of September 24, 2004, a number of the directors and executive officers of Invik held Common Shares and options to acquire Common Shares (each of which covers one Common Share and is exercisable from 2005 through 2008). The directors and executive officers in Invik held in aggregate 2,162,127 Common Shares and options convertible into 242,800 Common Shares. The ownership includes Shares held by the 1980 Stenbeck Trust and the 1985 Stenbeck Trust. Other than as indicated above, after reasonable inquiry Invik does not believe that any other officers or directors named in Item 2 (including Schedule A hereto) beneficially own Common Shares, except to the extent that any of the persons named in Item 2 may be deemed to be the beneficial owner of the Common Shares owned by Invik. (b) Each of the persons named in the tables in paragraph (a) above has sole power to vote and dispose of the number of Common Shares listed opposite its name. (c) Except as set forth in this Schedule 13D, Invik has not, and after reasonable inquiry, Invik does not believe that any of the persons listed in Item 2 above (including on Schedule A hereto) has, traded in the Common Shares in the 60 days prior to the filing of this Schedule 13D. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. To the best knowledge of Invik, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons listed in Item 2 above (including those listed in Schedule A hereto) and any other person with respect to any securities of Millicom, including but not limited to transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 12 October 2004 INVESTMENT AB KINNEVIK By: /s/ Vigo Carlund ------------------------------------------- Name: Vigo Carlund Title: Managing Director By: /s/ Anders Fallman ------------------------------------------ Name: Anders Fallman Title: Deputy Managing Director

• --------------------------------- (1) Aviva plc is a UK-based insurance company providing life and pension insurance products. Its business address is St Helen's, 1 Undershaft, London EC3P 3DQ, United Kingdom. (2) Reuters Founders Share Company Limited is a private company registered in United Kingdom. It holds significant shareholding in Reuters Group plc. It can be contacted through Reuters Group plc, 85 Fleet Street, London EC4P AJ, United Kingdom. (3) Rothschild Europe is a division of N M Rothschild & Sons Limited an international investment bank. Its business address is N M Rothschild & Sons Ltd, New Court, St. Swithin's Lane, London EC4P 4DU, United Kingdom. (4) The estate of Martha Stenbeck, the late Mr. Stenbeck's deceased mother, was the previous owner of Emesco (formerly Afti). Following the distribution of her estate, the majority owner of Emesco has been a charitable, irrevocable trust established under the laws of Liechtenstein, Sapere Aude Trust reg. Emesco AB, a holding company with equity stakes in companies in the telecom, investment and media business. Cristina Stenbeck is Chairman of the Board of Directors of Emesco and Stig Nordin, a member of the Board of Directors of Kinnevik, is a member of the Board of Directors of Emesco. Its business address is Box 2094, 103 13 Stockholm, Sweden. (5) Metro International S.A. is a newspaper publishing company organized under the laws of Luxembourg. Its business address is 75 route de Longwy, L-8080 Bertrange, Luxembourg. (6) Millicom International Cellular S.A., a company organized under the laws of Luxembourg, is a holding company with equity stakes in companies in the telecom business. Its business address is B.P.23, L-8005 Bertrange, Luxembourg. (7) Modern Times Group MTG AB, a Swedish limited liability company, is a Scandinavian media business, engaged in television broadcasting, radio, publishing, electronic retailing and media services activities. Its principal business and office address is at Skeppsbron 18, Box 2094, S-103 13 Stockholm, Sweden. (8) Tele2 AB, a Swedish limited liability company, is a European telecommunications operator. Its principal business and office address is at Skeppsbron 18, Box 2094, S-103 13 Stockholm, Sweden. (9) Transcom is a Swedish provider of customer relations services, including technical support, order/complaint handling, telemarketing and appointment booking. Its business address is 75 Route de Longwy, L-8080 Bertrange, Luxembourg. (10) Zodiak Venture Capital AB, a Swedish limited liability company, is a venture capital firm, investing in early stage companies and with approximately SEK 200 million under management. Its business address is Box 7030, 103 86 Stockholm, Sweden. (11) Swesafe i Sverige AB is a Swedish locks and alarm installation business. Its business address is Kopparbergsvagen 45, 722 19 Vasteras, Sweden. (12) Aspiro AB is a Swedish limited liability company providing mobile telephony related entertainment services in Scandinavia, Spain and the United Kingdom. Its business address is Box 118, 201 21 Malmo, Sweden. (13) SignOn i Stockholm AB is a Swedish limited liability company providing internet-based forms and process descriptions supporting large- and medium-sized companies' human resource departments. Its business address is Box 23141, 104 35 Stockholm, Sweden. (14) Formpipe AB is a Swedish limited liability company providing software handling electronic documents signed with electronic signatures. Its business address is Box 23131, 104 35 Stockholm, Sweden. (15) Firefly AB is a Swedish limited liability company that develops, manufactures and markets fire detection systems for professional users, mainly the board and lumber industries. Its business address is Box 92201, 120 09 (16) Mellersta Sveriges Lantbruksaktiebolag, a subsidiary of Kinnevik, is a farming company with estates in Sweden and Poland. Its business address is Ullevi Egendom, S-592 91 Vadstena, Sweden. (17) Korsnas AB, a subsidiary of Kinnevik, is a paperboard and paper products and packaging company. Its business address is S-801 81 Gavle, Sweden. (18) Setra Group AB is a Swedish limited liability company in the timber industry. Its business address is Setra Group AB, 105 22 Stockholm, Sweden. (19) Cherryforetagen AB, a Swedish limited liability company, develops electronic gambling software and offers casino products. Its business address is Box 1067, S-171 22 Solna, Sweden. The directors and executive officers of Kinnevik can be contacted c/o Investment AB Kinnevik, Skeppsbron 18, Box 2094, S-103 13 Stockholm, Sweden. The directors of the Board are Swedish citizens, except Ms. Cristina Stenbeck who is a U.S. citizen.