Nokia Corporation Nokia Announces New Notes And The Maximum Acceptance Amount And Final Results For Its Offer To Purchase
May 14 2020 - 3:30AM
Dow Jones News
TIDMNOKIA
Nokia Corporation
Stock Exchange Release
May 14, 2020 at 10:00 (CET +1)
Nokia Announces New Notes and the Maximum Acceptance Amount and Final
Results for its Offer to Purchase
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.
This notice must be read in conjunction with the tender offer memorandum
dated 6 May 2020 (the "Tender Offer Memorandum"). Capitalised terms used
in this notice and not otherwise defined herein shall have the meanings
ascribed to them in the Tender Offer Memorandum.
Espoo, Finland -- Nokia announced on 6 May 2020 the launch of the Tender
Offer described in the Tender Offer Memorandum. The Tender Offer expired
at 4:00 p.m. (London time) on 13 May 2020.
On 6 May 2020, Nokia priced a new issue of EUR500,000,000 2.375 per
cent. Notes due 15 May 2025 and EUR500,000,000 3.125 per cent. Notes due
15 May 2028 (the "New Notes"). Application will be made for the New
Notes to be admitted to listing and trading on Euronext Dublin.
The New Financing Condition has been satisfied, subject to the issuance
of the New Notes. The New Notes have been priced and a subscription
agreement between Nokia and the joint bookrunners named therein for the
purchase of, and subscription for, the New Notes has been signed and
remains in full force and effect as of the date hereof.
Nokia is, therefore, pleased to announce that it will accept Notes
validly tendered pursuant to the Tender Offer on the following basis:
-- Final aggregate principal amount of Notes tendered pursuant to the Tender
Offer: EUR227,064,000
-- The Maximum Acceptance Amount in respect of the Tender Offer has been set
at EUR150,000,000. As a result, a pro-ration factor of 65.953% will be
applied to the tendered notes.
-- Final aggregate principal amount of Notes that Nokia accepted for
purchase: EUR150,000,000
-- Final aggregate principal amount of Notes that remain outstanding after
settlement of the Tender Offer: EUR350,000,000
The Settlement Date for the Tender Offer and the New Notes is expected
to be 15 May 2020.
Kristian Pullola, Chief Financial Officer at Nokia, said: "The
successful completion of these transactions is a sign of trust in Nokia
and our ability to serve our resilient customer base, which continues to
offer essential services during these unprecedented times. We are
pleased to have pre-financed our 2021 and 2022 maturities in-line with
our prudent capital structure management, which has positioned us well
to run our business and continue to fund the R&D investments needed for
industry leadership."
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 International Nordea Bank Abp
PLC Markets Limited
5 The North Colonnade Citigroup Centre Plumtree Court c/o Nordea Danmark,
Canary Wharf Canada Square 25 Shoe Lane filial af Nordea Bank
London E14 4BB Canary Wharf London EC4A 4AU Abp, Finland
United Kingdom London E14 5LB United Kingdom Grønjordsvej 10
United Kingdom 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 Management
Attn.: Liability Attn.: Liability Attn.: Liability
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 @citi.com gs.com @nordea.com
@barclays.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.
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 14, 2020 03:15 ET (07:15 GMT)
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