Nokia announced today that it has supplemented its English language
listing prospectus dated October 23, 2015 relating to the
combination with Alcatel-Lucent (together with the supplements of
the listing prospectus dated November 16, 2015 and February 2,
2016, respectively, the "Listing Prospectus"). The Listing
Prospectus will be used for the listing on Nasdaq Helsinki and
Euronext Paris of the new Nokia shares to be issued as
consideration to Alcatel-Lucent security holders in connection with
the reopened public exchange offer for Alcatel-Lucent securities in
France, which closed on February 3, 2016.
On February 12, 2016, the Finnish Financial
Supervisory Authority has approved the supplement to the Listing
Prospectus ("Supplement") containing certain updates based on
announcements and developments that have taken place after the
approval of the Listing Prospectus, such as the announcement of the
results of the reopened offer period in the public exchange offer
on February 10, 2016 and the publication of the unaudited results
of Nokia and Alcatel-Lucent, respectively, as of and for the year
ended December 31, 2015.
The Supplement will be notified by the Finnish
Financial Supervisory Authority to the French stock market
authority Autorité des Marchés Financiers ("AMF") in accordance
with the EU Prospectus Directive.
The Supplement has been attached to this stock
exchange release and will, together with the Listing Prospectus, be
available on Nokia's website at
http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction
as of February 12, 2016. The Supplement will also be available at
the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100
Helsinki, Finland, and at the head office of Nokia at Karaportti 3,
FI-02610 Espoo, Finland, as of February 15, 2016. About
Nokia
Nokia is a global leader in the technologies that
connect people and things. Powered by the innovation of Bell Labs
and Nokia Technologies, the company is at the forefront of creating
and licensing the technologies that are increasingly at the heart
of our connected lives.
With state-of-the-art software, hardware and
services for any type of network, Nokia is uniquely positioned to
help communication service providers, governments, and large
enterprises deliver on the promise of 5G, the Cloud and the
Internet of Things. www.nokia.com
Media Enquiries: Nokia Communications Tel.
+358 (0) 10 448 4900 Email: press.services@nokia.com
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 "will", "to be", and similar expressions. These
forward-looking statements include statements relating to: the use
of the Listing Prospectus and notification to the AMF. 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 securities regulations,
as well as other risk factors listed from time to time in Nokia's
filings with the U.S. Securities and Exchange Commission (the
"SEC") and the AMF.
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 or the AMF. 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, Nokia's businesses 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, 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 Tender
Offer Statement on Schedule TO; the Registration Statement on Form
F-4 (the "Registration Statement") (Registration No. 333-206365) or
the Solicitation / Recommendation Statement on Schedule 14D-9, each
filed with the SEC, Nokia's Listing Prospectus and Supplement 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 AMF on October 29, 2015
and which received the visa of the AMF on November 12, 2015
(including the letters 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 exchange offer will be 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), which
received visa No. 15-573 and No. 15-574 respectively from the AMF,
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).
Supplement to listing prospectus
http://hugin.info/3009/R/1985858/728433.PDF
HUG#1985858
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