Bond Millicom Global Cellular 4.75% ( XS0921332069 ) in USD

Millicom Global Cellular

100 % ▼

Paraguay

XS0921332069 ( in USD )

4.75% per year ( payment 2 times a year)

22/05/2020 - Bond has expired

Prospectus brochure of the bond Millicom International Cellular XS0921332069 in USD 4.75%, expired

200 000 USD

500 000 000 USD

Millicom International Cellular is a leading provider of cable and mobile telecommunications services in emerging markets, operating under various brands across Latin America and Africa.

The Bond issued by Millicom Global Cellular ( Paraguay ) , in USD, with the ISIN code XS0921332069, pays a coupon of 4.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/05/2020

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES
Millicom International Cellular S.A.
$500,000,000 4.750% Senior Notes due 2020
Millicom International Cellular S.A. (the "Issuer") is offering $500,000,000 aggregate principal amount of its
4.750% Senior Notes due 2020 (the "Notes").
The Issuer will pay interest on the Notes semi-annually on each May 22 and November 22, commencing on
November 22, 2013. The Notes will mature on May 22, 2020.
The Issuer may redeem some or all of the Notes at any time prior to May 22, 2017 at a price equal to 100% of the
principal amount of the Notes redeemed plus accrued and unpaid interest and additional amounts, if any, to the
redemption date and a "make whole" premium and at any time on or after May 22, 2017 at the redemption
prices set forth in this offering memorandum plus accrued and unpaid interest and additional amounts, if any, to
the redemption date. In addition, at any time on or prior to May 22, 2016, up to 35% of the aggregate principal
amount of the Notes may be redeemed with the net proceeds of certain equity offerings, including certain equity
offerings of our subsidiaries or from the sale of certain specified assets at a redemption price equal to 104.750%
of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any, to the
redemption date if at least 65% of the originally issued aggregate principal amount of the Notes remains
outstanding. All of the Notes may also be redeemed at 100% of their principal amount plus accrued interest to
the redemption date upon the occurrence of certain changes in applicable tax law. Upon the occurrence of
certain change of control events and a ratings decline, each holder of the Notes may require the Issuer to
repurchase all or a portion of its Notes.
The Notes will be senior obligations of the Issuer and will rank pari passu in right of payment with all of the
Issuer's existing and future indebtedness and senior in right of payment with all of the Issuer's existing and
future subordinated indebtedness.
As of the date of this offering memorandum, the Notes will have been listed on the Official List of the
Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market. Immediately prior to such
listing, there was no public market for the Notes. This offering memorandum constitutes a prospectus for the
purpose of the Luxembourg law dated July 10, 2005, on prospectuses for securities, as amended.
Investing in the Notes involves a high degree of risk. You should consider carefully the risk factors beginning
on page 19 of this offering memorandum before investing in the Notes.
Price: 99.266% plus accrued interest, if any, from the issue date.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any other jurisdiction. Unless they are registered, the Notes may
be offered only in transactions that are exempt from registration under the Securities Act or the securities laws
of any other jurisdiction. Accordingly, the Notes are being offered and sold only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with
Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, see
"Transfer Restrictions."
We expect that the Notes will be delivered to investors in book-entry form through The Depository Trust
Company, Euroclear and Clearstream on May 22, 2013. Interests in each global note will be exchangeable for the
relevant definitive notes only in certain limited circumstances. See "Book-Entry, Delivery and Form."
Joint Global Co-ordinators and Joint Bookrunners
J.P. Morgan
Standard Bank
Joint Bookrunner
BNP PARIBAS
The date of this offering memorandum is May 27, 2013.

Central America:
South America:
Africa:
Total population:
39m
63m
186m
288m
Guatemala
14m
Honduras
8m
Nicaragua
6m
Senegal
13m
Chad
11m
Ownership: 55.0%
Ownership: 66.7%
AMNET
Ownership: 100%
Ownership: 100%
Mobile market position: #1 of 3
Mobile market position: #1 of 4
Ownership: 100%
Market position: #2 of 4
Market position: #1 of 3
Customers: 8.3m
Customers: 4.9m
Operations: cable
Customers: 2.7m
Customers: 2.0m
Operations: mobile, cable
Operations: mobile, cable
Operations: mobile
Operations: mobile
El Salvador
6m
Ghana
25m
Ownership: 100%
Ownership: 100%
Mobile market position: #1 of 5
Make position: #2 of 3
Customers: 3.2m
Customers: 3.3m
Operations: mobile
Operations: mobile, cable
Tanzania
48m
Costa Rica
5m
Ownership: 100%
AMNET
Market position: #2 of 7
Ownership: 100%
Customers: 6.1m
Operations: cable
Operations: mobile
Colombia
46m
Rwanda
12m
Ownership: 50% + 1 share
Ownership: 87.5%
Market position: #3 of 3
Market position: #2 of 3
Customers: 6.0m
Customers: 1.5m
Operations: mobile
Operations: mobile
Democratic Republic of
Bolivia
10m
Paraguay
7m
the Congo
76m
Mauritius
1m
Ownership: 100%
Ownership: 100%
Ownership: 100%
Ownership: 50.0%
Market position: #2 of 3
Mobile market position: #1 of 4
Market position: #1 of 6 (KBC region)
Market position: #2 of 3
Customers: 2.9m
Customers: 4.1m
Customers: 2.9m
Customers: 0.5m
Operations: mobile
Operations: mobile, cable
Operations: mobile
Operations: mobile
Information presented is as of March 31, 2013. See "Industry, market and subscriber data" for a discussion of how we calculate market position.

Table of contents
Important information about this
Our markets and our industry . . . . . . . . .
85
offering memorandum . . . . . . . . . . . . .
ii
Our business . . . . . . . . . . . . . . . . . . . . . . . . 106
Industry, market and subscriber data . . .
vi
Telecommunications regulations . . . . . . . 131
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Major shareholders and related party
Cautionary statement regarding
transactions . . . . . . . . . . . . . . . . . . . . . . . 137
forward-looking statements . . . . . . . . .
viii
Management . . . . . . . . . . . . . . . . . . . . . . . 142
Presentation of financial and other
Description of other indebtedness . . . . . 150
information . . . . . . . . . . . . . . . . . . . . . . .
x
Description of the Notes . . . . . . . . . . . . . . 158
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Book-entry, delivery and form . . . . . . . . . 194
The offering . . . . . . . . . . . . . . . . . . . . . . . .
11
Transfer restrictions . . . . . . . . . . . . . . . . . . 199
Summary historical financial
Tax considerations . . . . . . . . . . . . . . . . . . . 203
information and operating
ERISA considerations . . . . . . . . . . . . . . . . . 211
information . . . . . . . . . . . . . . . . . . . . . . .
14
Certain insolvency considerations . . . . . . 213
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . .
19
Plan of distribution . . . . . . . . . . . . . . . . . . 217
Use of proceeds . . . . . . . . . . . . . . . . . . . . .
39
Legal matters . . . . . . . . . . . . . . . . . . . . . . . 221
Capitalization . . . . . . . . . . . . . . . . . . . . . . .
40
Independent auditors . . . . . . . . . . . . . . . . 222
Selected historical financial and other
Service of process and enforcement of
data . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
judgments . . . . . . . . . . . . . . . . . . . . . . . . 223
Management's discussion and analysis
Listing and general information . . . . . . . 225
of financial condition and results of
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228
operations . . . . . . . . . . . . . . . . . . . . . . . .
45
Index of financial statements . . . . . . . . . .
F-1
i

Important information about this offering memorandum
The Issuer, having made all reasonable inquiries, confirms that the information contained in this
offering memorandum with regard to us is true and accurate in all material respects, that the
opinions and intentions expressed in this offering memorandum are honestly held, and that
there are no other facts the omission of which would make this offering memorandum as a
whole or any of such information or the expression of any such opinions or intentions misleading
in any material respect. We accept responsibility accordingly.
You should rely only on the information contained in this offering memorandum. We have not,
and J.P. Morgan Securities plc, Standard Bank Plc and BNP Paribas (the "Initial Purchasers") have
not, authorized any other person to provide you with information that is different. The
information in this offering memorandum is accurate only as of May 17, 2013 or otherwise as of
the date specifically referred to in connection with the particular information. Our business,
prospects, financial condition and results of operations may have changed since that date.
Neither the delivery of this offering memorandum nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in our affairs since the date
hereof or that the information contained herein is correct as of any time subsequent to its date.
This offering memorandum summarizes certain material documents and other information, but
references are made to the actual documents for complete information. All such summaries are
qualified in their entirety by such references.
The Notes have not been and will not be registered under the Securities Act and may not be
offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act. The Notes are not transferable except in accordance with the restrictions
described herein. See the sections headed "Plan of Distribution" and "Transfer Restrictions" in
this offering memorandum.
You are hereby notified that sellers of the securities, including the Notes, may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
This offering memorandum is being provided for informational use solely in connection with
consideration of a purchase of the Notes (i) to U.S. investors that the Issuer reasonably believes to
be qualified institutional buyers as defined in Rule 144A under the Securities Act, and (ii) to
certain persons in offshore transactions complying with Rule 903 or Rule 904 of Regulation S
under the Securities Act. Its use for any other purpose is not authorized. This offering
memorandum may not be copied or reproduced in whole or in part nor may it be distributed or
any of its contents be disclosed to anyone other than the qualified institutional buyers described
in (i) above or to persons considering a purchase of the Notes in offshore transactions described
in (ii) above.
This offering memorandum does not constitute an offer to sell or the solicitation of an offer to
buy any securities other than the securities to which it relates, and this offering memorandum
does not constitute an offer to sell or the solicitation of an offer to buy such securities by any
person in any circumstances in which such offer or solicitation is unlawful. In particular, the terms
and conditions relating to this offering memorandum have not been approved by and will not be
submitted for approval to the Luxembourg Financial Services Authority (Commission de
Surveillance du Secteur Financier) for the purposes of a public offering or sale in or from
Luxembourg. Accordingly, the Notes may not be offered or sold to the public in Luxembourg,
directly or indirectly, and neither this offering memorandum nor any other circular, prospectus,
form of application, advertisement, communication or other material may be distributed, or
otherwise made available in or from, or published in, Luxembourg except in circumstances where
the offer is made in accordance with applicable law and regulations and, in particular, where
such offer benefits from an exemption to or constitutes a transaction otherwise not subject to
the requirement to publish a prospectus for the purpose of the Luxembourg law dated July 10,
2005 on prospectuses for securities, as amended from time to time (the "Prospectus Law"). In
addition, there may be legal restrictions on the distribution of this offering memorandum, this
ii

offering and the sale of the Notes in certain jurisdictions. If you come into possession of this
offering memorandum, we and the Initial Purchasers require that you inform yourself about and
observe any such restrictions. The Notes are subject to restrictions on sale and resale and transfer,
as described under "Plan of Distribution" and "Transfer Restrictions" in this offering
memorandum. You may be required to bear the financial risks of investing in the Notes for an
indefinite period of time.
Neither the U.S. Securities and Exchange Commission (the "SEC"), nor any state securities
commission in the United States has approved or disapproved of these securities or determined if
this offering memorandum is truthful, complete or adequate. Any representation to the contrary
is a criminal offense.
Each person receiving this offering memorandum acknowledges that: (i) such person has been
afforded an opportunity to request from us and to review, and has received, all additional
information considered by it to be necessary to verify the accuracy of, or to supplement, the
information contained herein; (ii) such person has not relied on the Initial Purchasers, the Trustee
or the Agents or any person affiliated with the Initial Purchasers, the Trustee or the Agents in
connection with any investigation of the accuracy of such information or its investment decision;
and (iii) no person has been authorized to give any information or to make any representation
concerning us, our subsidiaries and affiliates or the Notes (other than as contained herein and
information given by our duly authorized officers and employees in connection with investors'
examination of us and the terms of the offering of the Notes) and, if given or made, any such
other information or representation should not be relied upon as having been authorized by us
or the Initial Purchasers.
We are furnishing this offering memorandum solely for the purpose of enabling you to consider
the purchase of the Notes. You should not consider this offering memorandum to be legal,
business or tax advice. In making an investment decision, you must rely on your own examination
of us and the terms of the offering, including the merits and risks involved. If you are in any
doubt about this offering memorandum, you should consult your legal counsel, professional
accountant or other professional advisors. We have provided the information contained in this
offering memorandum and have also relied on other identified sources. The Initial Purchasers
make no representation or warranty, express or implied, as to the accuracy or completeness of
such information, and you should not rely on anything contained in this offering memorandum
as a promise or representation by the Initial Purchasers whether as to the past or the future. By
accepting delivery of this offering memorandum, you agree to these terms. You are responsible
for making your own examination of us and your own assessment of the merits and risks of
investing in the Notes.
We reserve the right to withdraw the offering of the Notes at any time, and the Initial Purchasers
reserve the right to reject any commitment to subscribe for or purchase the Notes in whole or in
part and to allot to any prospective purchaser less than the full amount of purchase of the Notes
sought by such purchaser. The Initial Purchasers and certain related entities may acquire for their
own account a portion of the Notes.
The Issuer has prepared this offering memorandum solely for use in connection with this offering
and for applying to the Luxembourg Stock Exchange for the Notes to be admitted to listing on
the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market. This
offering memorandum may only be used for the purposes for which it has been published. The
Luxembourg Stock Exchange takes no responsibility for the contents of this offering
memorandum, makes no representation as to its accuracy or completeness and expressly disclaims
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this offering circular.
In the United States, you may not distribute this offering memorandum or make copies of it
without the Issuer's prior written consent other than to people you have retained to advise you
in connection with this offering.
iii

IN CONNECTION WITH THIS OFFERING OF NOTES, J.P. MORGAN SECURITIES PLC MAY OVER-
ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
THERE IS NO ASSURANCE THAT J.P. MORGAN SECURITIES PLC WILL UNDERTAKE ANY SUCH
STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR
AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF
30 CALENDAR DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE
ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
U.S. Treasury Department Circular 230 disclosure
PURSUANT TO U.S. TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY INFORMED THAT
ANY DISCUSSION HEREIN OF U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE
USED, AND SUCH DISCUSSION CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF
AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON ANY TAXPAYER UNDER THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH DESCRIPTION WAS WRITTEN IN
CONNECTION WITH THE MARKETING BY THE ISSUER OF THE NOTES. TAXPAYERS SHOULD SEEK
ADVICE BASED ON THE TAXPAYERS' PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR.
Notice to New Hampshire residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
Notice to U.S. investors
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this offering memorandum under "Transfer
Restrictions." The Notes have not been and will not be registered under the Securities Act or the
securities laws of any state of the United States and are subject to certain restrictions on transfer.
Prospective purchasers are hereby notified that the seller of any Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a
description of certain further restrictions on resale or transfer of the Notes, see "Transfer
Restrictions." The Notes may not be offered to the public within any jurisdiction. By accepting
delivery of this offering memorandum, you agree not to offer, sell, resell, transfer or deliver,
directly or indirectly, any Notes to the public.
Notice to European Economic Area investors
In relation to each member state of the EEA which has implemented the Prospectus Directive
(each, a "Relevant Member State"), each Initial Purchaser has represented and agreed that with
effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date"), it has not made and will not
make an offer of Notes which are the subject of the offering contemplated by this offering
memorandum to the public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
iv

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than
qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus
Directive, subject to obtaining the prior consent of the relevant Initial Purchaser or Initial
Purchasers nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes shall require the publication by the Issuer or any
Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospective Directive other than in
reliance of Article 3(2)(b).
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to
any Notes in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in
that Relevant Member State by any measure implementing the Prospectus Directive in that
Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State) and includes any relevant implementing measure in
each Relevant Member State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
Each subscriber for or purchaser of the Notes in the offering located within a member state of
the EEA will be deemed to have represented, acknowledged and agreed that it is a "qualified
investor" within the meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial
Purchasers and their affiliates, and others will rely upon the trust and accuracy of the foregoing
representation, acknowledgement and agreement. Notwithstanding the above, a person who is
not a qualified investor and who has notified the Initial Purchasers of such fact in writing may,
with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in
the offering.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
See "Risk Factors," following the "Summary," for a description of certain factors relating to an
investment in the Notes, including information about our business. None of us, the Initial
Purchasers or any of their representatives is making any representation to you regarding the
legality of an investment by you under applicable legal investment or similar laws. You should
consult with your own advisors as to legal, tax, business, financial and related aspects of a
purchase of the Notes.
v

Industry, market and subscriber data
Subscriber data
The subscriber data included in this offering memorandum, including penetration rates and
ARPU, are determined by management, are not part of the Millicom Group's financial statements
and have not been audited or otherwise reviewed by an outside auditor, consultant or expert.
The Millicom Group defines ARPU as average total recurring revenue (including revenue earned
from carriage fees and rental set-top boxes and excluding interconnection revenue, installation
fees, mobile telephone equipment sales revenue and set-top box sales) for the indicated period,
divided by the average of the opening and closing RGU (Revenue Generating Unit) base or active
customer relationships (as described below under "--Churn"), as applicable, for the period.
Each subscriber to any of the Millicom Group's non-mobile services is counted as one RGU for
each service subscribed. Thus, a subscriber who receives cable television, broadband internet and
fixed-line telephone services from the Millicom Group (regardless of their number of telephone
access lines) would be counted as three RGUs.
Market and industry data
The Millicom Group operates in countries in which it is difficult to obtain precise market and
industry information. Other than for the calculation of market share and churn, we have
generally obtained the market, industry and competitive position data in this offering
memorandum from regulatory reports, reports from our competitors and industry analytical
services, such as TeleGeography, World Cellular Information Services ("WCIS") and Dataxis, that
we believe to be reliable.
However, none of the Issuer, the Initial Purchasers or any of their respective advisors can verify
the accuracy and completeness of such information and none of the Issuer, the Initial Purchasers
or any of their respective advisors has independently verified or audited such market and
position data. The Issuer does, however, accept responsibility for the correct reproduction of this
information and, as far as it is aware and is able to ascertain from information published, no
facts have been omitted that would render the reproduced information inaccurate or misleading.
In addition, in many cases the Issuer has made statements in this offering memorandum
regarding the Millicom Group's industry and position in the industry based on the Millicom
Group's experience and the Millicom Group's own investigation of market conditions. None of
the Issuer, the Initial Purchasers or any of their respective advisors can assure you that any of
these assumptions are accurate or correctly reflect its position in the industry, and none of the
Millicom Group's internal surveys or information have been verified by independent sources.
Market share and penetration rates
Mobile market share refers to a share of all mobile customers in a particular market, and mobile
penetration rate refers to the portion of the population that are active mobile customers within
a specific market. Cable or broadband market share refers to our share of all cable or broadband
customers in a particular market, and our fixed penetration rate refers to the number of
households which subscribe to our fixed cable, broadband and/or fixed telephone services as a
percentage of the total number of homes passed by our cable infrastructure in a market. Market
share and penetration rate can be calculated using different methodologies. We calculate mobile
market share by using the traffic passing through our mobile network as a basis for determining
usage, by identifying the number of our customers making calls to other customers on our
networks (on-net calls) and the number of our competitors' customers calling or receiving calls
from our customers (cross-net calls). We calculate our mobile penetration rate by estimating the
total number of active customers (as described below) in the relevant market based on
interconnect traffic on our network. As we do not have data for subscribers that make on-net
calls in our competitors' networks, we calculate the ratio of our `on-net only users' to our cross-
net traffic and then apply such ratios to our competitors based on cross-net calls made to or from
their networks and our network.
vi

This methodology adjusts for inactive subscribers, which we define as any customer who has not
been active for 60 days, that may be reported by our competitors, and which may otherwise
inflate our competitors' market share calculations. Regulators and some of our competitors
define inactive subscribers differently, often applying a longer period to determine when a
customer has become an inactive subscriber (as discussed below under "--Churn"). We believe
that, in view of the lack of any official public figures on market share in our markets, our process
accurately determines our penetration rate, market share, the market share of our competitors
and the size of the entire market. Although we believe our market share and penetration rate
data is appropriate and accurately reflects the market, we cannot assure you this is the case.
Regulators, independent third parties and our competitors may calculate market share and
penetration rate figures differently than us and, as a result, they may report different market
shares and penetration rates for the Millicom Group and its competitors, and these differences
may be material.
Churn
Churn rates are calculated by dividing the number of customers whose service is disconnected
during a period, whether voluntarily or involuntarily (such as when a customer fails to pay a bill)
by the average number of customers during the period. We believe that we apply conservative
policies in calculating customer totals and related churn rates. For example, we count a customer
as an active "customer" only when the customer has made a revenue generating call within a
60-day period. Other operators with whom we compete generally use less restrictive definitions,
such as labeling an active "customer" any customer who has made a revenue generating call
within a 90-day or 120-day period. Our more conservative definitions may result in different
churn rates than if we used criteria or methodologies employed by other operators in calculating
customer churn and market share.
Trademarks
As further discussed under "Our Business--Research and Development, Patents, Trademarks and
Licenses," we own or have rights to certain trademarks in our business, including the following
trademarks used in this offering memorandum: tigo®, Girostigo® and
. This offering
memorandum also refers to brand names, trademarks or service marks of other companies. All
brand names and other trademarks or service marks of any other company cited in this offering
memorandum are the property of their respective holders.
vii

Cautionary statement regarding forward-looking
statements
This offering memorandum contains statements that constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Many of the
forward-looking statements contained in this offering memorandum can be identified by the use
of forward-looking words such as "anticipate," "believe," "could," "expect," "should," "plan,"
"intend," "estimate" and "potential," among others. These statements appear in a number of
places in this offering memorandum and include, but are not limited to, statements regarding
our intent, belief or current expectations with respect to:
· the implementation of our principal operating and funding strategies and capital expenditure
plans;
· our level of capitalization;
· the performance of the economies in the countries in which we operate and global economies
in general;
· developments in, or changes to, the laws, regulations, tax matters and governmental policies
governing or affecting our business;
· adverse legal or regulatory disputes or proceedings;
· the declaration or payment of extraordinary dividends;
· other factors or trends affecting our financial condition or results of operations;
· general economic conditions, government and regulatory policies and business conditions in
the markets in which our group operates;
· telecommunications usage levels, including traffic and customer growth;
· competitive forces, including pricing pressures, technological developments and the ability of
our group to retain market share in the face of competition from existing and new market
entrants;
· regulatory developments and changes, including with respect to the level of tariffs, the terms
of interconnection, customer access and international settlement arrangements, and the
outcome of litigation related to regulation;
· the success of business, operating and financing initiatives, the level and timing of the growth
and profitability of new initiatives, start-up costs associated with entering new markets, costs
of handsets and other equipment, the successful deployment of new systems and applications
to support new initiatives, and local conditions;
· the availability, terms and use of capital, the impact of regulatory and competitive
developments on capital outlays, the ability to achieve cost savings and realize productivity
improvements, and the success of our group's investments, operations and alliances;
· the other factors discussed under the section of this offering memorandum entitled "Risk
Factors"; and
· other statements contained in this offering memorandum regarding matters that are not
historical facts.
Forward-looking statements are only our current expectations and are based on our
management's beliefs and assumptions and on information currently available to our
management. Such statements are subject to risks and uncertainties, and actual results may differ
materially from those expressed or implied in the forward-looking statements as a result of
various factors, including, but not limited to, those identified under the section of this offering
memorandum entitled "Risk Factors." These risks and uncertainties include factors relating to the
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