The decision to move to a primary listing on NASDAQ OMX Stockholm is intended to simplify our listing obligations. In today's increasingly globalized trading environment, equity investors can access any international stock, regardless of where it is listed, making it unnecessary for Millicom to maintain its dual listing.
The transition of the primary listing is intended to eliminate some of the regulatory and administrative demands related to a U.S. listing and registration, particularly in terms of the time commitments expected of the management team and Board who will instead be allowed more time to focus even further on developing the business.
2 Does this change how the company is run?
No. Millicom's management, strategy and underlying operations will not change following the move of its primary listing to Stockholm. We will not change the way we run the company, which is and always has been on an efficient and transparent basis. Millicom will remain the same well-respected company that facilitates the daily lives of customers in emerging markets by offering innovative products and services in four categories: communication, information, entertainment and solutions. Millicom remains a strong company, as evidenced most recently by our Q1 2011 performance.
3 Why did Millicom choose Stockholm as its new, primary listing?
Stockholm is the obvious choice for a number of reasons. (1) We have had our current listing of depository receipts (SDRs) in Stockholm since 2004, and we are very pleased with the overall trading activity and other investor dynamics associated with that listing today. (2) The NASDAQ OMX platform is one with which we are very familiar and it provides the appropriate liquidity that we need. (3) Millicom is a European company, founded by Swedes, with a significant number of Swedish shareholders, making Stockholm a natural choice for our listing.
4 Will there be a new listing symbol?
Millicom will continue to trade on NASDAQ OMX Stockholm under the ticker symbol MIC and ISIN: SE0001174970.
5 Can you detail your plan for U.S. deregistration and the steps involved?
In order to deregister from the SEC, we will have to meet certain criteria and comply with U.S. rules regarding the deregistration of foreign private issuers. The earliest we could seek to deregister is one year after the delisting, if we meet the conditions at such time. Prior to any deregistration, we will continue to comply with SEC reporting obligations.
6 What is an SDR?
SDR stands for Swedish Depository Receipt. A Millicom SDR represents a share of Millicom and has the same rights and economics as an ordinary share. Each SDR has the right to receive dividends and the right to one vote at an AGM or EGM.
The procedure for registering for and participating in the general meeting is slightly different for holders of ordinary shares compared to holders of SDRs. For more information on this topic, please refer to the AGM notice which describes the procedures in detail.
Our SDRs have been trading on NASDAQ OMX Stockholm since 2004 and this will not change when we delist from NASDAQ US. The difference will be that the SDR listing will become our primary listing.
7 What do I have to do to convert my ordinary shares to SDRs? Do I need a Swedish bank account or securities deposit?
For a detailed explanation, you should refer to the Investor Relations section of our corporate website at www.millicom.com.
The process is simple, although it does vary depending on how and with whom your shares are held today. In summary, the conversion process requires that your broker or nominee has access to a Swedish securities deposit account which is connected to the Swedish clearing and settlement system. Most brokers in the U.S. and other international markets are able to buy or sell Swedish-listed shares.
8 How long will the conversion process from ordinary shares to SDRs take?
The conversion itself is relatively quick, and once your broker feeds the necessary requests into the system, the procedure should not take longer than around two days to execute.
Outside of the conversion process itself, the total time from start to finish is conditional on the internal procedures of various brokers or banks, and whether they have the necessary counterparty relationships in Sweden in place. Most conversions could likely be executed within a couple of days, but we would recommend that you contact your broker to confirm.
Conversion can take place at any time before or after the delisting. However, conversion requests that are initiated on or around our annual dividend record dates for ordinary shares and SDRs could take slightly longer to carry out, since traditionally the transfer agents which handle the conversions (AST in the U.S. and Carnegie in Sweden) tend to "pause" the conversion facility for a few days in order for the dividends to be properly recorded on behalf of the shareholders / SDR-holders. Accordingly, we expect that between the dates of May 31 and June 7, 2011 (inclusive), the conversion procedure will be temporarily halted. Conversion requests can still be submitted, but will only be executed from June 8, 2011 onward.
If your broker does not know how to proceed, he or she can review a detailed explanation of the necessary steps on the investor relations section of our corporate website at www.millicom.com
9 Can I keep trading in Millicom ordinary shares through my existing broker, once they have been converted to SDRs?
Yes, we expect that our shareholders will be able to continue trading in Millicom SDRs through their existing brokers as long as the shareholder or their broker has a securities deposit account that is connected to the Swedish clearing and settlement system. All Swedish brokers, and most U.S. and international brokers, have such an affiliation. We would recommend that you contact your broker to confirm.
10 Will I be forced to convert my ordinary shares to SDRs? What happens if I do nothing?
We cannot require anyone to convert their ordinary shares to SDRs, and you are free to hold your ordinary shares for as long as you like. However, we encourage you to convert before the delisting becomes effective (expected to happen no earlier than May 30, 2011).
If for some reason you do not convert and decide that you want to sell your Millicom ordinary shares after the U.S. delisting is effective, you will no longer be able to do so on the NASDAQ exchange in the U.S. While we expect that an OTC market in our ordinary shares may develop in the U.S. which would allow you to trade your ordinary shares, NASDAQ OMX Stockholm will be the only regulated exchange on which you will be able to sell your shares, and before doing so, you will need to first convert them to SDRs.
In summary, we would strongly encourage shareholders to convert their shares to SDRs, supported by the conversion mechanism we have in place today, in order to take advantage of the regulated and liquid environment on NASDAQ OMX Stockholm.
11 Will this listing change result in any additional costs for me?
There are certain one-off conversion fees associated with the procedure of converting ordinary shares to SDRs. The transfer agents who are administering this conversion, American Stock Transfer & Trust Co (on the U.S. side) and Carnegie (on the Swedish side) each charge a fee per conversion amounting to approximately $400 in total, regardless of the number of shares converted. Additional fees may be charged by your broker.
12 Will a conversion of Millicom's ordinary shares to SDRs be taxable for shareholders in the U.S.? What are the implications for investors in Sweden, Luxembourg, and the U.K.?
In the U.S., tax advisors have indicated that, generally, a person that owns SDRs is treated as the owner of the underlying ordinary shares represented by those SDRs for U.S. federal income tax purposes. Accordingly, no gain or loss should be recognized for tax purposes upon an exchange of ordinary shares for SDRs. We strongly encourage that shareholders seek their own advice from independent tax advisers based on their particular circumstances.
For investors in Sweden, Luxembourg, and the U.K., we understand from tax advisors that a similar principle applies – whereas, generally, a person that owns SDRs is treated as the owner of the underlying shares represented by those SDRs. However, we strongly encourage that shareholders in these and other tax jurisdictions should seek their own advice from independent tax advisers based on their particular circumstances.
13 What will be the exchange rate used for the conversion?
There is no exchange rate factor in the SDR conversion process. Both ordinary shares and SDRs are publicly traded today, and their respective prices are listed in USD and SEK. By converting from an ordinary share to an SDR, there is no exchange rate which is applied by anyone – you are simply moving your share ownership from one format to another. And, the price of the SDR is of course not fixed, but rather determined by the public equity markets on a daily basis.
14 Will Millicom be bound by the Swedish Code of Corporate Governance?
When NASDAQ OMX Stockholm becomes our primary listing, Millicom will be bound by the Swedish Code of Corporate Governance and will apply the "comply or explain" principle on which the Code is based.
15 Will Millicom report in Swedish Krona, or continue to report in US Dollars?
We will continue to report in US Dollars, so our accounts will be consistent with previous reporting as far as currency is concerned.
16 In which currency will your share price be quoted?
Millicom currently has its SDRs in Stockholm quoted in SEK, and that will continue to be the case once NASDAQ OMX Stockholm becomes the primary listing.
17 Who do I contact with questions?
Please direct any questions to one of the following:
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