UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2022.

Commission File Number: 001-38763

MILLICOM INTERNATIONAL CELLULAR S.A.

(Exact Name of Registrant as Specified in Its Charter)

2, Rue du Fort Bourbon,

L-1249 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 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):

MILLICOM INTERNATIONAL CELLULAR S.A.

The information contained in this Form 6-K is incorporated by reference into the Company’s Form F-3 registration statement (File No. 333-263203), and related prospectus, as such registration statement and prospectus may be amended from time to time.

Item
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1. Opinion of Hogan Lovells (Luxembourg) LLP

Item 1

Dear Madam/Sir,

We have acted as the Luxembourg legal adviser of Millicom International Cellular S.A., a public limited liability company (société anonyme) governed by the laws of the Grand-Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés de Luxembourg) (the "Companies' Register") under number B40630 (the "Company") in connection with the filing by the Company of a registration statement on Form F-3 (File No. 333-263203) and a prospectus supplement dated 18 May 2022 (together, the "Registration Statement") with the United States Securities and Exchange Commission ("SEC") pursuant to the United States Securities Act of 1933, as amended, related to the registration of preferential subscription rights (the "Rights") for an aggregate of up to 70,357,088 of the Company’s common shares, having a par value USD 1.50 per share (the "New Shares"), including New Shares represented by Swedish Depositary Receipts and those New Shares, if any, to be issued pursuant to the Underwriting Agreement, as defined below (the "Rights Offering").

Documents Examined

Hogan Lovells (Luxembourg) LLP is a limited liability partnership registered in England and Wales with registered number OC350977.  Registered office: Atlantic House, Holborn Viaduct, London EC1A 2FG.  Hogan Lovells (Luxembourg) LLP is registered with the Luxembourg bar.  Hogan Lovells (Luxembourg) LLP is an affiliated business of Hogan Lovells International LLP, a limited liability partnership registered in England and Wales.

"Hogan Lovells" is an international legal practice that includes Hogan Lovells International LLP and Hogan Lovells US LLP and their affiliated businesses, with offices in:  Alicante  Amsterdam  Baltimore  Beijing  Birmingham  Boston  Brussels  Colorado Springs  Denver  Dubai  Dusseldorf  Frankfurt  Hamburg  Hanoi  Ho Chi Minh City  Hong Kong  Houston  Johannesburg  London  Los Angeles  Luxembourg  Madrid  Mexico City  Miami  Milan  Minneapolis  Monterrey   Munich  New York  Northern Virginia  Paris  Perth  Philadelphia  Rome  San Francisco  São Paulo  Shanghai  Silicon Valley  Singapore  Sydney  Tokyo  Warsaw  Washington, D.C.   Associated Offices:  Budapest  Jakarta  Riyadh  Shanghai FTZ  Ulaanbaatar  Zagreb.   Business Service Centers:  Johannesburg  Louisville.

The word "partner" is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee or consultant with equivalent standing.  Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members.  For more information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

Save for the examination of the Corporate Documents, we have not conducted any due diligence of any nature with regard to any party (including the Company).

Except for those matters of Luxembourg law which are specifically addressed in this opinion, we express no opinion or view on the Transaction Documents or the transaction contemplated by them, including (without limitation) whether the Transaction Documents and the transaction contemplated by them are effective to achieve the commercial, accounting, tax and/or other objectives of the Company.

Scope of Opinion

This opinion and all non-contractual obligations arising out of or in connection with this opinion shall be governed by and construed in accordance with Luxembourg law and the competent Courts of Luxembourg-City shall have the exclusive jurisdiction thereon.

In this opinion Luxembourg legal concepts are expressed in English terms and not in their French or German terms, and these concepts may not be identical to the concepts described by the English terms as they exist under the laws of foreign jurisdictions. In the event of a conflict or inconsistency between legal terms or concepts, the relevant expression shall be deemed to refer exclusively to Luxembourg legal concepts, and we accept no liability for such conflict or inconsistency.

This opinion is strictly limited to the matters expressly set forth in Section 6 below. Unless otherwise specifically stated herein, we do not express any opinion on (i) public international law or on the rules promulgated under or by any treaty or treaty organisation, except insofar as such rules are directly applicable in Luxembourg, (ii) any registration duties required in connection with the entry into the Transaction Documents, (iii) tax matters or (iv) regulatory law, accounting law and/or as to the consequences thereof. Our liability (including that of our partners or employees) in respect of this opinion letter is limited to the assets of Hogan Lovells (Luxembourg) LLP (including insurances but excluding the private assets of partners or employees).

Benefit of Opinion

Assumptions

parties, and none of the Transaction Documents has been terminated or varied and no obligation under them has been waived.

Offering in one or several tranches and delivery of proof thereof, (iii) due resolutions of an authorized representative of the Board to confirm the due and valid issuance and subscription of all of the New Shares (whether they are issued pursuant to the exercise of Rights or not) and full payment of all of the New Shares (whether they are issued pursuant to the exercise of Rights or not) (including any relevant share premium) under the Rights Offering in one or several tranches, (iv) the recording of the full issuance, subscription and payment of all of the New Shares (including any relevant share premium and whether they are issued pursuant to the exercise of Rights or not) and related share capital increase(s) of the Company before a Luxembourg notary in the form of (a) notarial deed(s) in accordance with the Luxembourg law of 10 August 1915, on commercial companies, as amended (the "Companies Act") and (v) the update(s) of the shareholders’ register of the Company to reflect accordingly the said issuance and subscription for all of the New Shares.

Opinion

The Company is duly incorporated and validly existing under Luxembourg law as a société anonyme.

Subject to item 5 (m) above and item 7.4 below, the New Shares of the Company to be issued in the context of the Rights Offering, including upon due exercise of the Rights or delivery against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid-up and non-assessable.

Qualifications

Yours faithfully

HOGAN LOVELLS (LUXEMBOURG) LLP 

represented by

/s/ Alexander Koch

Alexander Koch

Partner

Hogan Lovells

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.

Date: June 21, 2022