23rd Oct 2012 07:00
Nokia / Miscellaneous 23.10.2012 08:00 Dissemination of a UK Regulatory Announcement, transmitted byDGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Nokia CorporationStock Exchange ReleaseOctober 23, 2012 at 09.00 (CET+1) THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,DISTRIBUTION OR RELEASE TO U.S. PERSONS OR IN, OR INTO, DIRECTLY OR INDIRECTLY,THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR TO ANY OTHERJURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR INANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, CANADA, SOUTH AFRICA,AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREINSHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY OFFER ORCOMMITMENT WHATSOEVER IN ANY JURISDICTION. Nokia announces today that it intends to make an offering of senior unsecuredconvertible bonds due 2017 convertible into ordinary shares of NokiaCorporation to certain international institutional investors through anaccelerated book building process. The bonds are proposed to be issued in anaggregate principal amount of EUR 750 million. Nokia intends to use the netproceeds of the offering to prudently manage its capital structure, proactivelyaddress upcoming debt maturities while preserving existing pools of liquidityand for general corporate purposes. 'This offering is designed to further strengthen our financial position andliquidity profile while allowing us to benefit from the current attractivelong-term financing opportunities in the convertible bond market,' said TimoIhamuotila, Nokia's Executive Vice President and CFO. The bonds are expected to carry a coupon of between 4.25% and 5.00% per annumpayable semi-annually in arrears on April 26 and October 26 in each year,commencing on or about April 26, 2013. The initial conversion price is expectedto be set at a premium of 28% to 33% above the volume weighted average price ofNokia shares on NASDAQ OMX Helsinki between launch and pricing of the offering.The bonds will be issued at par and will be redeemed at par on maturity, unlessotherwise redeemed, purchased, converted or cancelled, in accordance with theterms and conditions of the bonds. Nokia has the right to redeem alloutstanding bonds after the third anniversary plus 30 days of the closing dateif the volume weighted average price of the shares is at least 150% of the thenprevailing conversion price for a specified period of time. Nokia will alsohave the right to redeem all outstanding bonds at any time if conversion rightsare exercised and/or purchases (and corresponding cancellations) and/orredemptions effected in respect of 85% or more in principal amount of thebonds. The terms and conditions of the bonds provide for adjustments of theconversion price for any dividends in cash or in kind as well as customaryanti-dilution adjustments. The final terms of the bonds, including the initialconversion price and the maximum number of shares (without any adjustmentshaving been made to the conversion price) which may be issued by Nokia uponconversion of the bonds, are expected to be announced later today, and closingis expected on or about October 26, 2012. Trading in the bonds is expected to commence on or about October 26, 2012.Nokia will make an application to include the bonds for trading on the OpenMarket (Freiverkehr) segment of the Frankfurt Stock Exchange after closing. BofA Merrill Lynch, Barclays, Citi and Deutsche Bank are acting as jointbookrunners and BofA Merrill Lynch is acting as settlement agent in theoffering. DisclaimerThe information contained in this announcement is for background purposes onlyand does not purport to be full or complete. No reliance may be placed for anypurpose on the information contained in this announcement or its accuracy,completeness or fairness. The information in this announcement is subject tochange. This announcement is not for publication, distribution or release, directly orindirectly, to U.S. persons or in or into the United States, Canada, SouthAfrica, Australia or Japan or to any other jurisdiction where such anannouncement would be unlawful. The distribution of this announcement may berestricted by law in certain jurisdictions and persons into whose possessionany document or other information referred to herein comes should informthemselves about and observe any such restriction. Any failure to comply withthese restrictions may constitute a violation of the securities laws of anysuch jurisdiction. This announcement does not contain or constitute an offer of, or thesolicitation of an offer to buy, securities to U.S persons or any person in theUnited States, Australia, Canada, South Africa or Japan or in any otherjurisdiction. The securities referred to herein may not be offered or sold inthe United States unless registered under the US Securities Act of 1933, asamended (the 'Securities Act') or offered in a transaction exempt from, or notsubject to, the registration requirements of the Securities Act. The offer andsale of the securities referred to herein has not been and will not beregistered under the Securities Act or under the applicable securities laws ofAustralia, Canada, South Africa or Japan. Subject to certain exceptions, thesecurities referred to herein may not be offered or sold in Australia, Canada,South Africa or Japan or to, or for the account or benefit of, any national,resident or citizen of Australia, Canada, South Africa or Japan. There will beno public offer of the securities referred to herein in the United States,Australia, Canada, South Africa or Japan or elsewhere. This announcement may include statements that are, or may be deemed to be,'forward-looking statements'. These forward-looking statements may beidentified by the use of forward-looking terminology, including the terms'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects','intends', 'may', 'will' or 'should' or, in each case, their negative or othervariations or comparable terminology, or by discussions of strategy, plans,objectives, goals, future events or intentions. Forward-looking statements mayand often do differ materially from actual results. Any forward-lookingstatements reflect the Nokia's current view with respect to future events andare subject to risks relating to future events and other risks, uncertaintiesand assumptions relating to the company's business, results of operations,financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Each of the company and joint bookrunners and their respective affiliatesexpressly disclaims any obligation or undertaking to update, review or reviseany forward looking statement contained in this announcement whether as aresult of new information, future developments or otherwise. Investment in securities such as those discussed in this announcement mayexpose an investor to a significant risk of losing all of the amount invested.Each prospective investor should consult its own advisors as to the legal, tax,business, financial and related aspects of a purchase of the bonds needed tomake its investment decision and to suitability of the offering for the personconcerned. This announcement does not constitute a recommendation concerningthe offering. The value of the bonds and shares can decrease as well asincrease. Investors should be aware that they may be required to bear thefinancial risks of this investment for an indefinite period of time. The joint bookrunners, each of which are authorised and regulated in the UnitedKingdom by the FSA, are acting exclusively for the company and no-one else inconnection with the offering. They will not regard any other person as theirrespective clients in relation to the offering and will not be responsible toanyone other than the company for providing the protections afforded to theirrespective clients, nor for providing advice in relation to the offering, thecontents of this announcement or any transaction, arrangement or other matterreferred to herein. In connection with the offering, the joint bookrunners and any of theiraffiliates, acting as investors for their own accounts, may subscribe for orpurchase bonds and in that capacity may retain, purchase, sell, offer to sellor otherwise deal for their own accounts in such bonds and other securities ofthe company or related investments in connection with the offering orotherwise. Accordingly, references in this announcement, once published, tothe bonds being issued, offered, subscribed, acquired, placed or otherwisedealt in should be read as including any issue or offer to, or subscription,acquisition, placing or dealing by the joint bookrunners and any of theiraffiliates acting as investors for their own accounts. The joint bookrunnersdo not intend to disclose the extent of any such investment or transactionsotherwise than in accordance with any legal or regulatory obligations to do so. None of the joint bookrunners or any of their respective directors, officers,employees, advisers or agents accepts any responsibility or liabilitywhatsoever for/or makes any representation or warranty, express or implied, asto the truth, accuracy or completeness of the information in this announcement(or whether any information has been omitted from the announcement) or anyother information relating to the company, its subsidiaries or associatedcompanies, whether written, oral or in a visual or electronic form, andhowsoever transmitted or made available or for any loss howsoever arising fromany use of announcement or its contents or otherwise arising in connectiontherewith. This announcement and the offer when made are only addressed to and directed,in member states of the European Economic Area which have implemented theProspectus Directive (each, a 'relevant member state'), at persons who are'qualified investors' within the meaning of Article 2(1)(e) of the ProspectusDirective (Directive 2003/71/EC) and pursuant to the relevant implementingrules and regulations adopted by each relevant member state ('QualifiedInvestors'). Each person in the European Economic Area who initially acquiresany securities or to whom any offer of securities may be made will be deemed tohave represented, acknowledged and agreed that it is a Qualified Investor. In addition, in the United Kingdom, this announcement is being distributed onlyto, and is directed only at, Qualified Investors (i) who have professionalexperience in matters relating to investments falling within Article 19(5) ofthe Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,as amended (the 'Order') or (ii) who fall within Article 49(2)(a) to (d) of theOrder, and (iii) to whom it may otherwise lawfully be communicated (all suchpersons together being referred to as 'relevant persons'). This announcementmust not be acted on or relied on (i) in the United Kingdom, by persons who arenot relevant persons, and (ii) in any member state of the European EconomicArea other than the United Kingdom, by persons who are not Qualified Investors.In the UK, the investment activity to which this announcement relates isavailable only to relevant persons and will only be engaged in with relevantpersons. In the case of any securities being offered to any investor as afinancial intermediary as that term is used in Article 3(2) of the ProspectusDirective, such investor will also be deemed to have represented and agreedthat the securities acquired by it in the offering have not been acquired onbehalf of persons in the EEA other than Qualified Investors, nor have thesecurities been acquired with a view to their offer or resale in the EEA wherethis would result in a requirement for publication by the company or the jointbookrunners of a prospectus pursuant to Article 3 of the Prospectus Directive. Media Enquiries: NokiaCommunicationsTel. +358 7180 34900Email: [email protected] www.nokia.comNews Source: NASDAQ OMX 23.10.2012 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: EnglishCompany: Nokia FinlandPhone: Fax: E-mail: Internet: ISIN: FI0009000681Category Code: MSCLSE Ticker: 0HAFSequence Number: 1230Time of Receipt: Oct 23, 2012 08:00:09 End of Announcement DGAP News-Service ---------------------------------------------------------------------------UK-Regulatory-announcement transmitted by DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.
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