TIDMNOKIA
Nokia Corporation
Inside Information
May 6, 2020 at 11:30 (CET +1)
Nokia Commences Offer to Purchase Outstanding EUR 500,000,000 1.000%
notes due 15 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
Espoo, Finland. Nokia Corporation ("Nokia"), announces that it has
commenced a tender offer (the "Tender Offer") to purchase for cash up to
the Maximum Acceptance Amount (as defined below) the EUR 500,000,000
1.000% notes due 15 March 2021 issued under its Euro Medium Term Note
Programme (the Notes").
The Tender Offer is being made on the terms and subject to the
conditions set out in the tender offer memorandum dated 6 May 2020 (the
"Tender Offer Memorandum"). Capitalized terms not defined herein have
the meaning ascribed to them in the Tender Offer Memorandum.
The following table sets forth certain information relating to the Notes
and the Tender Offer:
First Optional
Description Outstanding Redemption Maximum Acceptance Purchase
of the Notes ISIN nominal amount Date Amount Yield*
An amount
to be determined
at Nokia's
sole and
absolute
discretion
to be announced
as soon as
1.000 per practicable
cent. Notes after the
due 15 March 15 February pricing of
2021 XS1577727164 EUR500,000,000 2021 the New Notes 0.6%
* For information purposes only, the Purchase Price will, when
determined in the manner described herein on the basis of a yield to the
First Optional Redemption Date of the Notes (being 15 February 2021) and
a Settlement Date of 15 May 2020, be 100.301 per cent. Should the
Settlement Date in respect of the Notes accepted for purchase pursuant
to the Tender Offer differ from 15 May 2020, the Purchase Price will be
recalculated, all as further described herein.
Rationale for the Tender Offer
The purpose of the Tender Offer is to manage the overall indebtedness of
Nokia.
Terms and conditions of the Tender Offer
New Financing Condition and other Conditions
Nokia announced today its intention to issue new euro-denominated
fixed-rate notes (the "New Notes"). This stock exchange release does not
constitute an offer to sell or a solicitation of an offer to buy the New
Notes, and the New Notes will not be registered under the U.S.
Securities Act of 1933 (the "Act"), as amended. The New Notes may not be
offered or sold in the United States absent an exemption from the
registration requirements under the Act.
Compliance information for the New Notes: MiFID II
professionals/ECPs-only/No PRIIPs KID -- eligible counterparties and
professional clients only (all distribution channels). No sales to EEA
or UK retail investors; no key information document has been or will be
prepared. See the Base Prospectus for further information.
Whether Nokia will accept for purchase any Notes validly tendered in the
Tender Offer is subject, without limitation, to Nokia's successful
completion (in the sole determination of Nokia) of the issue of the New
Notes (the "New Financing Condition"). Nokia may waive the New Financing
Condition in its sole discretion. The Tender Offer is subject to
additional conditions, further detailed in the Tender Offer Memorandum.
Purchase Price
Notes that are validly tendered and accepted for purchase pursuant to
the Tender Offer will be purchased by Nokia on the Settlement Date at
the Purchase Price, being EUR1,003.01 per EUR1,000 nominal amount of the
Notes, subject to the terms and conditions contained in the Tender Offer
Memorandum by reference to a Purchase Yield of 0.6 per cent., together
with any Accrued Interest (as defined below). The Purchase Price will be
determined in accordance with market convention and expressed as a
percentage of each EUR1,000 in nominal amount of Notes accepted for
purchase pursuant to the Tender Offer (rounded to the nearest 0.001 per
cent., with 0.0005 per cent. rounded upwards), and is intended to
reflect a yield to the First Optional Redemption Date of the Notes on
the Settlement Date, equal to the Purchase Yield.
Maximum Acceptance Amount and Pro-ration
If Nokia decides to accept any Notes for purchase, Nokia proposes to
accept for purchase pursuant to the Tender Offer an aggregate nominal
amount of outstanding Notes subject to a maximum amount (the "Maximum
Acceptance Amount") to be determined at the Nokia's sole and absolute
discretion. The indicative Maximum Acceptance Amount will be announced
as soon as practicable after the pricing of the New Notes and the final
Maximum Acceptance Amount will be announced at the latest in the
announcement of the results of the Tender Offer. Nokia reserves the
right, in its sole discretion, to accept less than the Maximum
Acceptance Amount for purchase or to increase the Maximum Acceptance
Amount.
Subject to the conditions described in the Tender Offer Memorandum,
Nokia proposes to accept up to the Maximum Acceptance Amount of Notes
pursuant to the Tender Offer. If the aggregate nominal amount of Notes
validly tendered for purchase pursuant to the Tender Offer is greater
than the Maximum Acceptance Amount, Nokia intends to accept such validly
tendered Notes on a pro rata basis such that the aggregate nominal
amount of such Notes accepted for purchase is no greater than the
Maximum Acceptance Amount. In such circumstances, each such tender will
be scaled by a pro-ration factor equal to: (i) the final Maximum
Acceptance Amount, divided by; (ii) the aggregate nominal amount of all
the Notes that have been validly tendered for purchase (subject to
adjustment to allow for the aggregate nominal amount of Notes accepted
to equal as closely as possible the Maximum Acceptance Amount). Each
such tender will be rounded down to the nearest EUR1,000 in nominal
amount after application of the above pro-ration factor. In addition,
in the event of any such pro-rata acceptance, Nokia intends to apply
adjustments to such pro-rata acceptance to each valid tender of Notes in
such a manner as will result in both (a) the relevant holder of Notes
transferring Notes to Nokia in an aggregate nominal amount of at least
EUR100,000 (being the minimum denomination of the Notes) and (b) the
relevant holder's residual amount of Notes (being the nominal amount of
the Notes the subject of the relevant Electronic Tender Instruction that
are not accepted for purchase by virtue of such pro-rata acceptance)
amounting to either (i) at least EUR100,000 or (ii) EUR0, and Nokia
therefore intends, at its discretion, to adjust the pro-ration factor
applicable to any relevant Electronic Tender Instruction accordingly.
A holder of Notes whose Notes are accepted for purchase pursuant to the
Tender Offer (including after any pro-ration) and who, following
purchase of the Notes on the Settlement Date, continues to hold in its
account with the relevant clearing system further Notes in a nominal
amount of less than EUR100,000 (whether by virtue of such pro-ration or
otherwise), will be required to purchase a nominal amount of Notes such
that its holding amounts to at least the minimum denomination, being
EUR100,000, before the Notes it continues to hold may be traded in that
Clearing System.
Nokia reserves the right, subject to applicable law, at any time prior
to the satisfaction of the conditions set out in the Tender Offer
Memorandum, to amend the Tender Offer in any respect or to terminate the
Tender Offer and return the tendered Notes, subject to disclosure and
other requirements as required by applicable laws.
Expiration Deadline
The Tender Offer will expire at 4:00 PM (London time) on 13 May 2020
(the "Expiration Deadline"). Nokia reserves the right, subject to
applicable law, at any time, for any reason, to extend or amend the
Expiration Deadline. Any such extension will be announced in the manner
described in the Tender Offer Memorandum.
The Tender Offer is expected to be settled on 15 May 2020, or as soon as
practicable thereafter (the "Settlement Date"), unless Nokia amends or
extends the Settlement Date at its sole discretion.
Accrued Interest
Nokia will pay for Notes that are validly tendered and accepted for
purchase pursuant to the Tender Offer, applicable amounts for accrued
and unpaid interest, determined in accordance with the terms and
conditions of the Notes, up to but not including the Settlement Date,
calculated in accordance with the terms and conditions of the Tender
Offer Memorandum ("Accrued Interest").
Indicative timetable for the Tender Offer
Time and Date Event
Launch Date Commencement of the Tender Offer and availability
6 May 2020 of this Tender Offer Memorandum from the Tender
Agent.
Announcement of Indicative Nokia will announce the indicative Maximum
Maximum Acceptance Acceptance Amount of Notes for the Tender
Amount As soon as Offer.
practicable after
the pricing of the
New Notes
Expiration Deadline Final deadline for receipt of valid Electronic
At 4:00 PM (London Tender Instructions by the Tender Agent in
time) on 13 May 2020 order for holders of notes to be able to participate
in the Tender Offer. Nokia may amend the Expiration
Deadline or extend it for such period or periods
as it may determine in its sole discretion.
Results Announcement Announcement of whether Nokia will accept
valid tenders of Notes pursuant to the Tender
Offer and, if so accepted: (i) the final Maximum
Acceptance Amount (ii) the aggregate nominal
amount of Notes tendered pursuant to the Tender
Offer; (iii) the aggregate nominal amount
of Notes accepted for purchase pursuant to
the Tender Offer; (iv) the pro-ration factor
(if any); (v) whether the New Financing Condition
is satisfied or waived; and (vi) the aggregate
nominal amount of the Notes that remain outstanding
following settlement of the Tender Offer.
As soon as practicable
on 14 May 2020.
Settlement Date
Expected to be 15 Expected settlement of the Tender Offer.
May 2020, or as soon
as practicable thereafter.
Joint Dealer Managers
Barclays Bank PLC, Citigroup Global Markets Limited, Goldman Sachs
International and Nordea Bank Abp (the "Joint Dealer Managers") are
acting as Joint Dealer Managers for the Tender Offer. Investors with
questions may contact the Joint Dealer Managers at the addresses and
numbers shown below.
Barclays Bank Citigroup Global Goldman Sachs Nordea Bank Abp
PLC Markets Limited International
5 The North Citigroup Centre Plumtree Court c/o Nordea Danmark,
Colonnade Canada Square 25 Shoe Lane filial af Nordea
Canary Wharf Canary Wharf London EC4A 4AU Bank Abp, Finland
London E14 4BB London E14 5LB United Kingdom Grønjordsvej
United Kingdom United Kingdom 10
PO Box 850
DK-0900 Copenhagen
C
Denmark
Tel.: +44 (0) Tel: +44 20 7986 Tel: +44 20 7552 Tel: +45 5547 4253
20 3134 8515 8969 6157 Attn.: Liability
Attn.: Liability Attn.: Liability Attn.: Liability Management
Management Group Management Group Management Group
Email: Email: mailto:liabilitymanagement.europe@citi.com Email: mailto:liabilitymanagement.eu@gs.com Email: mailto:nordealiabilitymanagement@nordea.com
mailto:eu.lm@barclays.com liabilitymanagement.europe liabilitymanagement.eu nordealiabilitymanagement
eu.lm@barclays.com @citi.com @gs.com @nordea.com
-------------------------- ------------------------------------------------- ------------------------------------------- --------------------------------------------------
Copies of the Tender Offer Memorandum can be requested from, and
questions regarding the procedures for tendering Notes may be directed
to, the Tender Agent, Lucid Issuer Services Limited, at: +44 20 7704
0880 or at nokia@lucid-is.com.
This stock exchange release must be read in conjunction with the Tender
Offer Memorandum. The Tender Offer Memorandum contains important
information which should be read carefully before any decision is made
with respect to the Tender Offer. This stock exchange release is neither
an offer to sell nor a solicitation of offers to buy any securities. The
Tender Offer is being made only pursuant to the Tender Offer Memorandum.
None of Nokia, the Joint Dealer Managers or the Tender Agent, makes any
recommendation in connection with the Tender Offer. Please refer to the
Tender Offer Memorandum for a description of the offer terms, conditions,
disclaimers and other information applicable to the Tender Offer.
Holders should seek their own financial advice, including in respect of
any tax consequences, from their broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact
such entity if it wishes to tender such Notes pursuant to the Tender
Offer. The Joint Dealer Managers will not be responsible to any holders
of Notes for providing the protections afforded to customers of the
Joint Dealer Managers or for advising any other person in connection
with the Tender Offer.
Offer and Distribution Restrictions
The Tender Offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. Tenders will not be accepted from holders of Notes in any
jurisdiction in which such offer or solicitation is unlawful. If a
jurisdiction requires that the Tender Offer be made by a licensed broker
or dealer and either of the Joint Dealer Managers or any of their
respective affiliates is a licensed broker or dealer in that
jurisdiction, the Tender Offer shall be deemed to be made by such Joint
Dealer Manager or affiliate, as the case may be, on behalf of Nokia in
the jurisdiction where it is so licensed.
Each holder wishing to submit a tender in respect of any of the Notes
will be deemed to make and give certain agreements, acknowledgements,
representations, warranties and undertakings in respect of the
jurisdictions referred to below and as set out in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to a tender from a
holder that is unable to make or give such agreements, acknowledgements,
representations, warranties and undertakings will be invalid.
European Economic Area ("EEA")
The communication of this stock exchange release, the Tender Offer
Memorandum and any other documents or materials relating to the Tender
Offer does not constitute an offer of securities to the public for the
purposes of Regulation (EU) 2017/1129 and accordingly the requirement to
produce a prospectus does not apply to the Tender Offer.
United States
The Tender Offer is not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile transmission,
telex, telephone, email and other forms of electronic transmission) of
interstate or foreign commerce of, or any facility of a national
securities exchange of, the United States, and no tender may be made by
any such use, means, instrumentality or facility from or within the
United States, or to U.S. persons (as defined in Regulation S under the
U.S. Securities Act of 1933) or by persons located or resident in the
United States. Accordingly, copies of the Tender Offer Memorandum and
any other documents or materials relating to the Tender Offer are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed, forwarded or sent (including, without
limitation, by custodians, nominees or trustees) in or into the United
States, or to persons located or resident in the United States. Persons
receiving the Tender Offer Memorandum (including, without limitation,
custodians, nominees, trustees or agents) must not distribute, forward,
mail, transmit or send it or any related documents in, into or from the
United States or use such mails of any such means, instrumentality or
facility in connection with the Tender Offer Memorandum. Any purported
tender resulting directly or indirectly from a violation of these
restrictions will be invalid and tenders made by a person located or
resident in the United States or any agent, fiduciary or other
intermediary acting on a non discretionary basis for a principal located
or resident in the United States will be invalid and will not be
accepted. For the purposes of this paragraph, United States means the
United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia.
If, notwithstanding the restrictions described above, any person
(including, without limitation, custodians, nominees and trustees),
whether pursuant to a contractual or legal obligation or otherwise,
forwards the Tender Offer Memorandum or any related documents in, into
or from the United States or uses the mails, or any means or
instrumentality (including, without limitation, facsimile transmission,
telex, telephone, email and other forms of electronic transmission) of
interstate or foreign commerce, or any facility of a national securities
exchange, of the United States in connection with such forwarding, such
persons should: (i) inform the recipient of such fact; (ii) explain to
the recipient that such action may invalidate any tender purported to
have been submitted by the recipient; and (iii) draw the attention of
the recipient to this paragraph.
Each holder of Notes participating in the Tender Offer will represent
that it is not located in the United States and is not participating in
the Tender Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Tender Offer
from the United States. For the purposes of this and the above paragraph,
"United States" means the United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any state
of the United States of America and the District of Columbia.
United Kingdom
This stock exchange release and the communication of the Tender Offer
Memorandum and any other documents or materials relating to the Tender
Offer is not being made, and such documents and/or materials have not
been approved, by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, such documents
and/or materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made
to those persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")) or persons who are within Article 43(2) of
the Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
Italy
None of the Tender Offer, this stock exchange release, the Tender Offer
Memorandum or any other documents or materials relating to the Tender
Offer has been or will be submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Tender Offer is being carried out in the Republic of Italy as
exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999.
The holders of the Notes can tender some or all of their Notes pursuant
to the Tender Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities
in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to time,
and Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements
imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the Notes or the Tender Offer.
Belgium
None of this stock exchange release, the Tender Offer Memorandum nor any
other documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to the
Belgian Financial Services and Markets Authority and, accordingly, the
Tender Offer may not be made in Belgium by way of a public offering, as
defined in Article 3 of the Belgian Law of 1 April 2007 on public
takeover bids, as amended or replaced from time to time. Accordingly,
the Tender Offer may not be advertised and the Tender Offer will not be
extended, and neither the Tender Offer Memorandum nor any other
documents or materials relating to the Tender Offer (including any
memorandum, information circular, brochure or any similar documents) has
been or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" within the
meaning of Article 10 of the Belgian Law of 16 June 2006 on public
offerings of investment instruments and the admission of investment
instruments to trading on regulated markets (as amended from time to
time).
France
The Tender Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither the Tender Offer
Memorandum nor any other document or material relating to the Tender
Offer has been or shall be distributed to the public in France and only:
(i) providers of investment services relating to portfolio management
for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers);
and/or (ii) qualified investors (investisseurs qualifiés), other
than individuals, acting for their own account, all as defined in, and
in accordance with, Articles L.411-1, L.411-2 and D.411-1of the French
Code monétaire et financier, are eligible to participate in the
Tender Offer. The Tender Offer Memorandum has not been and will not be
submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
About Nokia
We create the technology to connect the world. Only Nokia offers a
comprehensive portfolio of network equipment, software, services and
licensing opportunities across the globe. With our commitment to
innovation, driven by the award-winning Nokia Bell Labs, we are a leader
in the development and deployment of 5G networks.
Our communications service provider customers support more than 6.4
billion subscriptions with our radio networks, and our enterprise
customers have deployed over 1,300 industrial networks worldwide.
Adhering to the highest ethical standards, we transform how people live,
work and communicate. For our latest updates, please visit us online
www.nokia.com and follow us on Twitter @nokia.
Media Inquiries
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com
Katja Antila, Head of Media Relations
(END) Dow Jones Newswires
May 06, 2020 04:45 ET (08:45 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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