REG - Nokia Corporation Nokia OYJ - Nokia - Indicative Maximum Acceptance Amount

Nokia OyjAnnouncement

06/05/2020 17:55

RNS Number : 1868M
  
Nokia Corporation
  
06 May 2020
  
 

Nokia Announces Indicative Maximum Acceptance Amount and Pricing of its New Euro-Denominated Notes
Nokia Corporation

Stock Exchange Release
6 May 2020 at (18:30) (CET +1)
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.
 
Nokia Announces Indicative Maximum Acceptance Amount and Pricing of its New Euro-Denominated Notes
Espoo, Finland. Nokia announced on 6 May 2020 the launch of the Tender Offer described in the Tender Offer Memorandum. On 6 May 2020, Nokia priced a new issue of €500,000,000 2.375 per cent. Notes due 15 May 2025 and €500,000,000 3.125 per cent. Notes due 15 May 2028 (the "New Notes").
The indicative Maximum Acceptance Amount in respect of the Tender Offer has been set at €150,000,000. 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.
 
Whether Nokia will purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to the successful completion (in the sole determination of Nokia) of the issue of the New Notes (the "New Financing Condition"). Even if the New Financing Condition is satisfied (or waived), Nokia is not under any obligation to accept for purchase any Notes tendered pursuant to the Tender Offer. The acceptance for purchase by Nokia of Notes tendered pursuant to the Tender Offer is at the sole discretion of Nokia and tenders may be rejected by Nokia for any reason, subject to applicable law.
 
Nokia expects to announce the results of the Tender Offer (including the final Maximum Acceptance Amount) as soon as reasonably practicable on 14 May 2020. The Settlement Date for the Tender Offer and the New Notes is expected to be 15 May 2020.
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 PLC


Citigroup Global Markets Limited


Goldman Sachs International


Nordea Bank Abp




5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom


Citigroup Centre 
Canada Square 
Canary Wharf 
London E14 5LB 
United Kingdom


Plumtree Court
25 Shoe Lane
London EC4A 4AU
United Kingdom


c/o Nordea Danmark, filial af Nordea Bank Abp, Finland
Grønjordsvej 10
PO Box 850
DK-0900 Copenhagen C
Denmark 




 
Tel.: +44 (0) 20 3134 8515
 
Attn.: Liability Management Group


 
Tel: +44 20 7986 8969
 
Attn.: Liability Management Group




Tel: +44 20 7552 6157
 
Attn.: Liability Management Group


 
Tel: +45 5547 4253
 
Attn.: Liability Management
 




Email: 
eu.lm@barclays.com 


Email: liabilitymanagement.europe@citi.com     


Email: liabilitymanagement.eu@gs.com 


Email: nordealiabilitymanagement@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 Enquiries:

Nokia

Communications

Phone: +358 (0) 10 448 4900

E-mail: press.services@nokia.com
Katja Antila, Head of Media Relations
 
 
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
 


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