Nokia CorporationStock Exchange Release
January 7, 2016 at 14:00 (CET +1)
Nokia announces settlement of its public exchange offer for Alcatel-Lucent securities, the registration of new shares and its inclusion in the CAC 40 index
Espoo, Finland - Nokia today announces that its public exchange offer for Alcatel-Lucent securities in France and in the United States (the Offer) has been settled, that its new shares have been entered into the Finnish Trade Register and that Nokia was included yesterday in the CAC 40 index.
Rajeev Suri, President and CEO of Nokia, said: We are proud to be included in the CAC 40 Index, a move that reflects our significant presence in France following the acquisition of a majority stake in Alcatel-Lucent. Our ambition is to be an innovation leader in next-generation technology and services for an IP connected world, and inclusion in the CAC 40 index gives us the opportunity to share that vision with a broader group of investors. We look forward to maintaining a large and healthy liquidity pool in Paris.
As announced by the French stock market authority, Autorit des March s Financiers (the AMF), on January 5, 2016, 2 052 812 101 outstanding ordinary shares, 264 183 778 American Depositary Shares (ADSs), 206 784 349 OCEANE 2018 convertible bonds, 37 880 652 OCEANE 2019 convertible bonds, and 16 138 206 OCEANE 2020 convertible bonds of Alcatel-Lucent (Alcatel-Lucent shares, ADSs and convertible bonds together the Alcatel-Lucent Securities) were tendered into the French and/or U.S. offers, and accepted by Nokia in consideration for shares or ADSs in Nokia.
The 1 455 678 563 new Nokia shares issued as consideration for the Alcatel-Lucent Securities tendered into the French and/or U.S. offers have been entered into the Finnish Trade Register today. Following entry of the shares into the Finnish Trade Register, the total number of Nokias shares equals 5 448 542 279 shares. Nokias share capital remains unchanged at EUR 245 896 461.96. The shares carry the right to dividends and all other shareholder rights as of today.
As previously announced by the AMF on January 5, 2016, as a result of the Offer Nokia now holds 76.31% of the share capital and at least 76.01% of the voting rights of Alcatel-Lucent, 89.14% of the outstanding OCEANEs 2018, 24.34% of the outstanding OCEANEs 2019, and 15.11% of the outstanding OCEANEs 2020; this equates to Nokia holding 70.52% of the share capital on a fully diluted basis. Assuming conversion of the OCEANEs tendered into the Offer at the improved conversion ratio, Nokia would hold 79.32% of the share capital and at least 78.97% of the voting rights of Alcatel-Lucent, as mentioned in the AMFs notice published on January 5, 2016.
It is expected that the newly issued Nokia shares will be delivered by Euronext Paris to the relevant financial intermediaries of the tendering holders of Alcatel-Lucent securities on January 8, 2016, while the new Nokia ADSs will today be registered in the name of the former registered Alcatel-Lucent ADS holders. 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 will commence on the New York Stock Exchange as of January 8, 2016. In addition, it is expected that the relevant financial intermediaries of Alcatel-Lucent security holders will receive from Euronext Paris or Citibank, N.A. the cash proceeds corresponding to the fraction of Nokia shares or ADSs they are entitled as from January 25, 2016.
As announced by Euronext Paris, since January 7, 2016 Nokia is also included in the French CAC 40 index. The admission to listing and trading of the Nokia shares on Euronext Paris commenced on November 19, 2015.
In accordance with Article 232-4 of the AMF General Regulation, the offers in France and in the United States will be reopened. On the basis of the indicative timetable of the Offer contained in Nokias 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. The exchange ratios will remain the same, and Nokia invites the remaining Alcatel-Lucent Securities holders to tender their shares, OCEANE convertible bonds or ADSs into 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 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 believe, will, would and similar expressions. These forward-looking statements include statements relating to: the terms, opening and expected timeline of the reopened offers; the delivery by Euronext Paris of the newly issued Nokia shares to the relevant financial intermediaries of the tendering holders of Alcatel-Lucent securities; and the trading of the new Nokia Shares on Euron
