TIDMIRSH TIDM0HAF
RNS Number : 1046M
Nokia Corporation
06 May 2020
Nokia Commences Offer to Purchase Outstanding EUR 500,000,000
1.000% notes due 15 March 2021
Nokia Corporation
Stock Exchange Release
6 May 2020 at (10:45) (CET +1)
Inside Information
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.
Nokia Commences Offer to Purchase Outstanding EUR 500,000,000
1.000% notes due 15 March 2021
Espoo, Finland. Nokia Corporation ("Nokia"), announces that it
has commenced a tender offer (the "Tender Offer") to purchase for
cash up to the Maximum Acceptance Amount (as defined below) the EUR
500,000,000 1.000% notes due 15 March 2021 issued under its Euro
Medium Term Note Programme (the Notes").
The Tender Offer is being made on the terms and subject to the
conditions set out in the tender offer memorandum dated 6 May 2020
(the "Tender Offer Memorandum"). Capitalized terms not defined
herein have the meaning ascribed to them in the Tender Offer
Memorandum.
The following table sets forth certain information relating to
the Notes and the Tender Offer:
First
Optional Maximum
Description Outstanding Redemption Acceptance Purchase
of the Notes ISIN nominal amount Date Amount Yield*
--------------- -------------- ---------------- ------------ ------------------ ---------
An amount
to be determined
at Nokia's
sole and
absolute
discretion
to be announced
as soon
as practicable
1.000 per after the
cent. Notes pricing
due 15 March 15 February of the New
2021 XS1577727164 EUR 500,000,000 2021 Notes 0.6%
__________________
* For information purposes only, the Purchase Price will, when
determined in the manner described herein on the basis of a yield
to the First Optional Redemption Date of the Notes (being 15
February 2021) and a Settlement Date of 15 May 2020, be 100.301 per
cent. Should the Settlement Date in respect of the Notes accepted
for purchase pursuant to the Tender Offer differ from 15 May 2020,
the Purchase Price will be recalculated, all as further described
herein.
Rationale for the Tender Offer
The purpose of the Tender Offer is to manage the overall
indebtedness of Nokia.
Terms and conditions of the Tender Offer
New Financing Condition and other Conditions
Nokia announced today its intention to issue new
euro-denominated fixed-rate notes (the "New Notes"). This stock
exchange release does not constitute an offer to sell or a
solicitation of an offer to buy the New Notes, and the New Notes
will not be registered under the U.S. Securities Act of 1933 (the
"Act"), as amended. The New Notes may not be offered or sold in the
United States absent an exemption from the registration
requirements under the Act.
Compliance information for the New Notes: MiFID II
professionals/ECPs-only/No PRIIPs KID - eligible counterparties and
professional clients only (all distribution channels). No sales to
EEA or UK retail investors; no key information document has been or
will be prepared. See the Base Prospectus for further
information.
Whether Nokia will accept for purchase any Notes validly
tendered in the Tender Offer is subject, without limitation, to
Nokia's successful completion (in the sole determination of Nokia)
of the issue of the New Notes (the "New Financing Condition").
Nokia may waive the New Financing Condition in its sole discretion.
The Tender Offer is subject to additional conditions, further
detailed in the Tender Offer Memorandum.
Purchase Price
Notes that are validly tendered and accepted for purchase
pursuant to the Tender Offer will be purchased by Nokia on the
Settlement Date at the Purchase Price, being EUR1,003.01 per
EUR1,000 nominal amount of the Notes, subject to the terms and
conditions contained in the Tender Offer Memorandum by reference to
a Purchase Yield of 0.6 per cent., together with any Accrued
Interest (as defined below). The Purchase Price will be determined
in accordance with market convention and expressed as a percentage
of each EUR1,000 in nominal amount of Notes accepted for purchase
pursuant to the Tender Offer (rounded to the nearest 0.001 per
cent., with 0.0005 per cent. rounded upwards), and is intended to
reflect a yield to the First Optional Redemption Date of the Notes
on the Settlement Date, equal to the Purchase Yield.
Maximum Acceptance Amount and Pro-ration
If Nokia decides to accept any Notes for purchase, Nokia
proposes to accept for purchase pursuant to the Tender Offer an
aggregate nominal amount of outstanding Notes subject to a maximum
amount (the "Maximum Acceptance Amount") to be determined at the
Nokia's sole and absolute discretion. The indicative Maximum
Acceptance Amount will be announced as soon as practicable after
the pricing of the New Notes and the final Maximum Acceptance
Amount will be announced at the latest in the announcement of the
results of the Tender Offer. 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.
Subject to the conditions described in the Tender Offer
Memorandum, Nokia proposes to accept up to the Maximum Acceptance
Amount of Notes pursuant to the Tender Offer. If the aggregate
nominal amount of Notes validly tendered for purchase pursuant to
the Tender Offer is greater than the Maximum Acceptance Amount,
Nokia intends to accept such validly tendered Notes on a pro rata
basis such that the aggregate nominal amount of such Notes accepted
for purchase is no greater than the Maximum Acceptance Amount. In
such circumstances, each such tender will be scaled by a pro-ration
factor equal to: (i) the final Maximum Acceptance Amount, divided
by; (ii) the aggregate nominal amount of all the Notes that have
been validly tendered for purchase (subject to adjustment to allow
for the aggregate nominal amount of Notes accepted to equal as
closely as possible the Maximum Acceptance Amount). Each such
tender will be rounded down to the nearest EUR1,000 in nominal
amount after application of the above pro-ration factor. In
addition, in the event of any such pro-rata acceptance, Nokia
intends to apply adjustments to such pro-rata acceptance to each
valid tender of Notes in such a manner as will result in both (a)
the relevant holder of Notes transferring Notes to Nokia in an
aggregate nominal amount of at least EUR100,000 (being the minimum
denomination of the Notes) and (b) the relevant holder's residual
amount of Notes (being the nominal amount of the Notes the subject
of the relevant Electronic Tender Instruction that are not accepted
for purchase by virtue of such pro-rata acceptance) amounting to
either (i) at least EUR100,000 or (ii) EUR0, and Nokia therefore
intends, at its discretion, to adjust the pro-ration factor
applicable to any relevant Electronic Tender Instruction
accordingly.
A holder of Notes whose Notes are accepted for purchase pursuant
to the Tender Offer (including after any pro-ration) and who,
following purchase of the Notes on the Settlement Date, continues
to hold in its account with the relevant clearing system further
Notes in a nominal amount of less than EUR100,000 (whether by
virtue of such pro-ration or otherwise), will be required to
purchase a nominal amount of Notes such that its holding amounts to
at least the minimum denomination, being EUR100,000, before the
Notes it continues to hold may be traded in that Clearing
System.
Nokia reserves the right, subject to applicable law, at any time
prior to the satisfaction of the conditions set out in the Tender
Offer Memorandum, to amend the Tender Offer in any respect or to
terminate the Tender Offer and return the tendered Notes, subject
to disclosure and other requirements as required by applicable
laws.
Expiration Deadline
The Tender Offer will expire at 4:00 PM (London time) on 13 May
2020 (the "Expiration Deadline"). Nokia reserves the right, subject
to applicable law, at any time, for any reason, to extend or amend
the Expiration Deadline. Any such extension will be announced in
the manner described in the Tender Offer Memorandum.
The Tender Offer is expected to be settled on 15 May 2020, or as
soon as practicable thereafter (the "Settlement Date"), unless
Nokia amends or extends the Settlement Date at its sole
discretion.
Accrued Interest
Nokia will pay for Notes that are validly tendered and accepted
for purchase pursuant to the Tender Offer, applicable amounts for
accrued and unpaid interest, determined in accordance with the
terms and conditions of the Notes, up to but not including the
Settlement Date, calculated in accordance with the terms and
conditions of the Tender Offer Memorandum ("Accrued Interest").
Indicative timetable for the Tender Offer
Time and Date Event
---------------------------- ---------------------------------------------------
Launch Date Commencement of the Tender Offer and availability
6 May 2020 of this Tender Offer Memorandum from the
Tender Agent.
Announcement of Indicative Nokia will announce the indicative Maximum
Maximum Acceptance Acceptance Amount of Notes for the Tender
Amount As soon as Offer.
practicable after
the pricing of the
New Notes
Expiration Deadline Final deadline for receipt of valid Electronic
At 4:00 PM (London Tender Instructions by the Tender Agent in
time) on 13 May 2020 order for holders of notes to be able to
participate in the Tender Offer. Nokia may
amend the Expiration Deadline or extend it
for such period or periods as it may determine
in its sole discretion.
Results Announcement Announcement of whether Nokia will accept
valid tenders of Notes pursuant to the Tender
Offer and, if so accepted: (i) the final
Maximum Acceptance Amount (ii) the aggregate
nominal amount of Notes tendered pursuant
to the Tender Offer; (iii) the aggregate
nominal amount of Notes accepted for purchase
pursuant to the Tender Offer; (iv) the pro-ration
factor (if any); (v) whether the New Financing
Condition is satisfied or waived; and (vi)
the aggregate nominal amount of the Notes
that remain outstanding following settlement
of the Tender Offer.
As soon as practicable
on 14 May 2020.
Settlement Date
Expected to be 15 Expected settlement of the Tender Offer.
May 2020, or as soon
as practicable thereafter.
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 Goldman Sachs International Nordea Bank Abp
Markets Limited
5 The North Colonnade Citigroup Centre Plumtree Court c/o Nordea Danmark,
Canary Wharf Canada Square 25 Shoe Lane filial af Nordea Bank
London E14 4BB Canary Wharf London EC4A 4AU Abp, Finland
United Kingdom London E14 5LB United Kingdom Grønjordsvej
United Kingdom 10
PO Box 850
DK-0900 Copenhagen
C
Denmark
Tel.: +44 (0) 20 Tel: +44 20 7986 Tel: +44 20 7552 Tel: +45 5547 4253
3134 8515 8969 6157
Attn.: Liability Management
Attn.: Liability Attn.: Liability Attn.: Liability
Management Group Management Group Management Group
Email: Email: Email: Email:
eu.lm@barclays.com liabilitymanagement.europe@ liabilitymanagement.eu@gs.c nordealiabilitymanagement@nordea.
citi.com om 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
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END
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