Nokia announced today that it has issued 1 455 678 563
new shares ("Shares", each a "Share") in deviation from
shareholders' pre-emptive right to subscription based on an
authorization by the Extraordinary General Meeting held on December
2, 2015 (the "EGM authorization"). The Shares have been issued in
exchange for the Alcatel-Lucent ordinary shares, American
Depositary Shares ("ADSs") as well as the 2018 OCEANE, 2019 OCEANE
and 2020 OCEANE convertible bonds (Alcatel-Lucent shares, ADSs and
convertible bonds together "Alcatel-Lucent Securities") which have
been tendered into Nokia's public exchange offers in France and the
United States (together the "Offers") in accordance with the terms
and conditions of the Offers. As announced by the French stock
market authority, Autorité des Marchés Financiers (the "AMF"), on
January 5, 2016, 2 052 812 101 Alcatel-Lucent ordinary shares, 264
183 778 Alcatel-Lucent ADSs (representing an equal amount of
Alcatel-Lucent shares), 206 784 349 Alcatel-Lucent 2018 OCEANE
convertible bonds, 37 880 652 Alcatel-Lucent 2019 OCEANE
convertible bonds, and 16 138 206 Alcatel-Lucent 2020 OCEANE
convertible bonds were tendered into the Offers.
The Shares will be paid by contribution in kind
with Alcatel-Lucent Securities that have been tendered into the
Offers. The subscription price, EUR 9 512 804 226.24 in aggregate,
is based on the closing price of Nokia's shares on Nasdaq Helsinki
on January 4, 2016 and will be recorded in Nokia's fund for
invested non-restricted equity and, consequently, Nokia's share
capital will remain unchanged at EUR 245 896 461.96.
Nokia expects to register the Shares with the
Finnish Trade Register on January 7, 2016. After the registration
the total number of Nokia's shares will equal 5 448 542
279. The Shares will carry the right to dividends and all other
shareholder rights as of the registration date. The trading in the
Shares is expected to commence on Nasdaq Helsinki and Euronext
Paris as of January 8, 2016 and the trading in the new Nokia ADSs
representing the Shares to commence on the New York Stock Exchange
(the "NYSE") as of January 8, 2016. The delivery by Euronext Paris
of the new Nokia Shares to the relevant financial intermediaries of
Alcatel-Lucent security holders is expected on January 8, 2016 and
the new Nokia ADSs are expected to be registered in the name of the
former registered Alcatel-Lucent ADS holders on January 7,
2016.
In accordance with Article 232-4 of the AMF
General Regulation, the Offers will be reopened and the Board of
Directors of Nokia has also resolved, based on the EGM
authorization, to issue a maximum of 644 321 000 new shares in
exchange for the Alcatel-Lucent Securities which are tendered into
the reopened Offers in accordance with the terms and conditions of
the Offers. The new shares will be paid by contribution in kind
with the Alcatel-Lucent Securities that are tendered into the
reopened Offers. The exchange ratios and, apart from timing, the
other terms and conditions of the issuance of shares in the context
of the reopened Offers will remain the same as for the initial
Offers. On the basis of the indicative timetable of the Offer
contained in Nokia's French Offer document, the reopened Offers
should commence on January 14, 2016 and close on February 3, 2016,
subject to the publication by the AMF of its notice relating to the
reopening of the French Offer. Nokia will confirm and publish the
final number of new shares to be issued in connection with the
reopened Offers based on the results of the reopened Offers, which
are expected to be published by the AMF on or about February 8,
2016.
Nokia expects to register the new shares to be
issued in connection with the reopened Offers with the Finnish
Trade Register on or about February 12, 2016. These shares will
carry the right to dividends and all other shareholder rights as of
the registration date. Nokia expects the trading in the new shares
to be issued in connection with the reopened Offers to commence on
Nasdaq Helsinki and Euronext Paris on or about February 15, 2016
and the trading in the new Nokia ADSs representing the shares to
commence on the NYSE on or about February 15, 2016. The detailed
terms and conditions of the share issue will be available on the
combined company microsite at www.newconnectivity.com before
the opening of the reopened Offers.
About Nokia By focusing on the human possibilities of
technology, Nokia embraces the connected world to help people
thrive. Our businesses are leaders in their respective fields:
Nokia Networks provides broadband infrastructure, software and
services; and Nokia Technologies provides advanced technology
development and licensing. www.nokia.com
ENQUIRIES
Media Enquiries: Nokia Communications Tel. +358
(0) 10 448 4900 Email: press.services@nokia.com
Investor Enquiries: Nokia Investor Relations
Tel. +358 4080 3 4080 Email: investor.relations@nokia.com
Microsite details Further information on the transaction
can be found at: www.newconnectivity.com
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION FORWARD-LOOKING STATEMENTS This stock
exchange release contains forward-looking statements that reflect
Nokia's current expectations and views of future events and
developments. Some of these forward-looking statements can be
identified by terms and phrases such as "anticipate," "expect,"
"will" and similar expressions. These forward-looking statements
include statements relating to: the issuance and rights of new
Nokia shares; the subscription price of the new Nokia shares; the
registration of the new Nokia shares and total number of Nokia
shares following registration; trading of the new Nokia Shares; and
the reopened offer. These forward-looking statements are subject to
a number of risks and uncertainties, many of which are beyond our
control, which could cause actual results to differ materially from
such statements. These forward-looking statements are based on our
beliefs, assumptions and expectations of future performance, taking
into account the information currently available to us. These
statements are only predictions based upon our current expectations
and views of future events and developments. Risks and
uncertainties include: Nokia's ability to comply with the relevant
corporate governance rules and regulations and the applicable
securities laws, as well as other risk factors listed from time to
time in Nokia's and Alcatel Lucent's filings with the U.S.
Securities and Exchange Commission ("SEC"). The forward-looking
statements should be read in conjunction with the other cautionary
statements that are included elsewhere, including the Risk Factors
section of the Registration Statement (as defined below), Nokia's
and Alcatel Lucent's most recent annual reports on Form 20-F,
reports furnished on Form 6-K, and any other documents that Nokia
or Alcatel Lucent have filed with the SEC. Any forward-looking
statements made in this stock exchange release are qualified in
their entirety by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by us
will be realized or, even if substantially realized, that they will
have the expected consequences to, or effects on, us or our
business or operations. Except as required by law, we undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
IMPORTANT ADDITIONAL INFORMATION
This stock exchange release relates to the public exchange offer
by Nokia to exchange all of the ordinary shares, American
Depositary Shares ("ADSs") and convertible securities issued by
Alcatel Lucent for new ordinary shares and ADSs of Nokia. This
stock exchange release is for informational purposes only and does
not constitute an offer to purchase or exchange, or a solicitation
of an offer to sell or exchange, any ordinary shares, ADSs or
convertible securities of Alcatel Lucent, nor is it a substitute
for the Registration Statement on Form F-4 (Registration No. 333-
206365) (the "Registration Statement"), the Schedule TO, the
Solicitation / Recommendation Statement on Schedule 14D-9 filed
with the SEC, the listing prospectus and listing prospectus
supplement of Nokia filed with the Finnish Financial Supervisory
Authority or Nokia's offer document (note d'information) and
Alcatel Lucent's response document (note en réponse) filed with the
Autorité des marchés financiers (the "AMF") (including the letter
of transmittal and related documents and as amended and
supplemented from time to time, the "Exchange Offer Documents"). No
offering of securities shall be made in the United States except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933. The exchange offer is being made only
through the Exchange Offer Documents.
The making of the exchange offer to specific persons who are
residents in or nationals or citizens of jurisdictions outside
France or the United States or to custodians, nominees or trustees
of such persons (the "Excluded Shareholders") may be made only in
accordance with the laws of the relevant jurisdiction. It is the
responsibility of the Excluded Shareholders wishing to accept an
exchange offer to inform themselves of and ensure compliance with
the laws of their respective jurisdictions in relation to the
exchange offer. The tender offer is being made only through the
Exchange Offer Documents.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE
OFFER DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR
ALCATEL-LUCENT HAS FILED OR MAY FILE WITH THE SEC, AMF, NASDAQ
HELSINKI OR FINNISH FINANCIAL SUPERVISORY AUTHORITY WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING THE EXCHANGE OFFER. The information contained in
this stock exchange release must not be published, released or
distributed, directly or indirectly, in any jurisdiction where the
publication, release or distribution of such information is
restricted by laws or regulations. Therefore, persons in such
jurisdictions into which these materials are published, released or
distributed must inform themselves about and comply with such laws
or regulations. Nokia and Alcatel Lucent do not accept any
responsibility for any violation by any person of any such
restrictions. The Exchange Offer Documents and other documents
referred to above, if filed or furnished by Nokia or Alcatel Lucent
with the SEC, as applicable, are available free of charge at the
SEC's website (www.sec.gov). Nokia's offer document (note
d'information) and Alcatel Lucent's response document (note en
réponse), containing detailed information with regard to the
exchange offer, are available on the websites of the AMF
(www.amf-france.org), Nokia (www.nokia.com) and Alcatel Lucent
(www.alcatel-lucent.com).
HUG#1976931
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