Nokia Corporation
Stock Exchange Release
February 19, 2016 at 09:15 (CET +1)
Nokia issues new shares in a directed share issue
Espoo, Finland - Nokia announces today that it has issued 6 501 503 new shares (Shares, each a Share) in deviation from shareholders pre-emptive rights based on a resolution by the Board of Directors on February 18, 2016, pursuant to the authorization granted by the Extraordinary General Meeting held on December 2, 2015. The Shares have been issued in exchange for Alcatel-Lucent shares in a private transaction at the same exchange ratio as that offered in Nokias recently completed public exchange offers for Alcatel-Lucent securities in France and in the United States, i.e. 0.5500 Nokia shares for each Alcatel-Lucent share, in order to increase Nokias ownership in Alcatel-Lucent.
The Shares will be paid by contribution in kind with the Alcatel-Lucent shares offered for exchange. The subscription price, EUR 36 343 401.77 in aggregate, is based on the closing price of Nokias shares on Nasdaq Helsinki on February 18, 2016, and will be recorded in Nokias fund for invested non-restricted equity. Consequently, Nokias share capital will remain unchanged at EUR 245 896 461.96.
Nokia expects to register the Shares with the Finnish Trade Register on or about February 24, 2016. After the registration the total number of Nokias shares will equal 5 775 945 340. 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 on or about February 25, 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. http://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 Nokias current expectations and views of future events and developments. Some of these forward-looking statements can be identified by terms and phrases such as expect, will, would and similar expressions. These forward-looking statements include statements relating to: the expected consideration for the Shares, the registration date of the Shares and the total number of Nokia shares following their registration. 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: regulatory and contractual restrictions applicable to the issuance of the Shares and Nokias transactions in Alcatel Lucent securities; and the impact on the combined company (after giving effect to the transaction with Alcatel Lucent) of any of the foregoing risks or forward-looking statements, as well as other risk factors listed from time to time in Nokias and Alcatel Lucents 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), Nokias and Alcatel Lucents 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 (the Registration Statement) (Registration No. 333- 206365) or the Solicitation / Recommendation Statement on Schedule 14D-9 each filed with the SEC, the listing
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Nokia Corporation
