Nokia CorporationStock Exchange ReleaseNovember 15, 2016 at 09:05
(CET +1)
Nokia Corporation to repurchase own shares in line with its
capital structure optimization program
Espoo, Finland - In line with the EUR 7 billion capital
structure optimization program announced earlier, the Nokia Board
of Directors has resolved to commence a share repurchase program
(the "Program") under the authorization granted by the Nokia Annual
General Meeting on June 16, 2016 (the "AGM").
The Board has resolved to repurchase a maximum of 575 million
Nokia shares up to an equivalent of EUR 1 billion.
The shares may be repurchased by way of a directed repurchase
from sellers in marketplaces where the rules allow companies to
trade with their own shares. The purchase price will be based on
the current market price of Nokia shares in such marketplaces. The
volumes to be repurchased may not exceed 25% of the daily average
volume of the shares on the marketplace where the purchase is
carried out. The daily average volume is based on the daily average
volume traded during the month preceding the month of this
disclosure.
Under the Program the shares may be repurchased for the purposes
of either optimizing the capital structure of Nokia by way of
reducing the number of the shares of the company or for the
purposes of meeting obligations arising from share-based incentive
plans for employees of Nokia or of its associated companies.
The repurchases will commence at the earliest after Nokia's
Capital Markets Day organized on November 15, 2016. The Program and
the current authorization granted by the AGM are valid until
December 16, 2017.
About Nokia
Nokia is a global leader in creating the technologies at the
heart of our connected world. Powered by the research and
innovation of Nokia Bell Labs, we serve communications service
providers, governments, large enterprises and consumers, with the
industry's most complete, end-to-end portfolio of products,
services and licensing.
From the enabling infrastructure for 5G and the Internet of
Things, to emerging applications in virtual reality and digital
health, we are shaping the future of technology to transform the
human experience. www.nokia.com
Media Enquiries:
NokiaCommunicationsTel. +358 (0) 10 448 4900Email:
press.services@nokia.com
RISKS AND FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its businesses are exposed to
various risks and uncertainties and certain statements herein that
are not historical facts are forward-looking statements, including,
without limitation, those regarding: A) our ability to integrate
Alcatel Lucent into our operations and achieve the targeted
business plans and benefits, including targeted synergies and cost
savings in relation to the acquisition of Alcatel Lucent announced
on April 15, 2015 and closed in early 2016; B) expectations, plans
or benefits related to our strategies and growth management; C)
expectations, plans or benefits related to future performance of
our businesses; D) expectations, plans or benefits related to
changes in our management and other leadership, operational
structure and operating model; E) expectations regarding market
developments, general economic conditions and structural changes;
F) expectations and targets regarding financial performance,
results, operating and interest expenses, taxes, currency exchange
rates, hedging, cost savings and competitiveness, as well as
results of operations including targeted synergies and those
related to market share, prices, net sales, capital expenditures,
income and margins; G) timing of the deliveries of our products and
services; H) expectations and targets regarding collaboration and
partnering arrangements, joint-ventures or the creation of
joint-ventures, as well as our expected customer reach; I) outcome
of pending and threatened litigation, arbitration, disputes,
regulatory proceedings or investigations by authorities, including
the implications of the legal action brought against the French
stock market authority's (Autorité des marchés financiers)
clearance decision on Nokia's public buy-out offer followed by a
squeeze-out; J) expectations regarding restructurings, investments,
uses of proceeds from transactions, acquisitions and divestments
and our ability to achieve the financial and operational targets
set in connection with any such restructurings, investments,
divestments and acquisitions; and K) statements preceded by or
including "believe," "expect," "anticipate," "foresee," "sees,"
"target," "estimate," "designed," "aim," "plans," "intends,"
"focus," "continue," "project," "should," "will" or similar
expressions. These statements are based on the management's best
assumptions and beliefs in light of the information currently
available to it. Because they involve risks and uncertainties,
actual results may differ materially from the results that we
currently expect. Factors, including risks and uncertainties, that
could cause such differences include, but are not limited to: 1)
our ability to execute our strategy, sustain or improve the
operational and financial performance of our business or correctly
identify or successfully pursue business opportunities or growth;
2) our ability to achieve the anticipated business and operational
benefits and synergies from the Alcatel Lucent transaction,
including our ability to integrate Alcatel Lucent into our
operations and within the timeframe targeted, and our ability to
implement our organization and operational structure efficiently;
3) the outcome of the decision by the French Court of Appeal in
relation to the clearance decision of Nokia's public buy-out offer
and squeeze-out; 4) our dependence on general economic and market
conditions and other developments in the economies where we
operate; 5) our dependence on the development of the industries in
which we operate, including the cyclicality and variability of the
telecommunications industry; 6) our exposure to regulatory,
political or other developments in various countries or regions,
including emerging markets and the associated risks in relation to
tax matters and exchange controls, among others; 7) our ability to
effectively and profitably compete and invest in new competitive
high-quality products, services, upgrades and technologies and
bring them to market in a timely manner; 8) our dependence on a
limited number of customers and large multi-year agreements; 9)
Nokia Technologies' ability to maintain and establish new sources
of patent and intellectual property licensing income and
IPR-related revenues, particularly in the smartphone market; 10)
our dependence on IPR technologies, including those that we have
developed and those that are licensed to us, and the risk of
associated IPR-related legal claims, licensing costs and
restrictions on use; 11) our exposure to direct and indirect
regulation, including economic or trade policies, and the
reliability of our governance, internal controls and compliance
processes to prevent regulatory penalties; 12) our reliance on
third-party solutions for data storage and the distribution of
products and services, which expose us to risks relating to
security, regulation and cybersecurity breaches; 13) Nokia
Technologies' ability to generate net sales and profitability
through licensing of the Nokia brand, the development and sales of
products and services, as well as other business ventures which may
not materialize as planned, including in the areas of Digital
Health and Digital Media; 14) our exposure to legislative
frameworks and jurisdictions that regulate fraud, economic trade
sanctions and policies, and Alcatel Lucent's previous and current
involvement in anti-corruption allegations; 15) the potential
complex tax issues, tax disputes and tax obligations we may face in
various jurisdictions, including the risk of obligations to pay
additional taxes; 16) our actual or anticipated performance, among
other factors, which could reduce our ability to utilize deferred
tax assets; 17) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 18) our ability to manage
our manufacturing, service creation, delivery, logistics and supply
chain processes, and the risk related to our geographically
concentrated production sites; 19) the impact of unfavorable
outcome of litigation, arbitration, agreement-related disputes or
allegations of product liability associated with our businesses;
20) exchange rate fluctuations, as well as hedging activities; 21)
inefficiencies, breaches, malfunctions or disruptions of
information technology systems; 22) our ability to optimize our
capital structure as planned, including completing intended share
repurchases, and to re-establish our investment grade credit rating
or otherwise improve our credit ratings; 23) uncertainty related to
the amount of dividends and equity return we are able to distribute
to shareholders for each financial period; 24) our ability to
achieve targeted benefits from or successfully implement planned
transactions, as well as the liabilities related thereto; 25) our
involvement in joint ventures and jointly-managed companies or
failures to create planned joint ventures; 26) performance failures
by our partners or failure to agree to partnering arrangements with
third parties; 27) our ability to manage and improve our financial
and operating performance, cost savings, competitiveness and
synergy benefits after the acquisition of Alcatel Lucent; 28)
adverse developments with respect to customer financing or extended
payment terms we provide to customers; 29) the carrying amount of
our goodwill may not be recoverable; 30) risks related to undersea
infrastructure; 31) unexpected liabilities with respect to pension
plans, insurance matters and employees; and 32) unexpected
liabilities or issues with respect to the acquisition of Alcatel
Lucent, including pension, postretirement, health and life
insurance and other employee liabilities or higher than expected
transaction costs as well as the risk factors specified on pages 69
to 87 of our annual report on Form 20-F filed on April 1, 2016
under "Operating and financial review and prospects-Risk factors",
as well as in Nokia's other filings with the U.S. Securities and
Exchange Commission. Other unknown or unpredictable factors or
underlying assumptions subsequently proven to be incorrect could
cause actual results to differ materially from those in the
forward-looking statements. We do not undertake any obligation to
publicly update or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
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