Nokia commences offer to purchase outstanding notes for up to USD .0 billion total consideration

Nokia Corporation

Stock Exchange Release

February 22, 2017 at 19:30 (CET 1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Nokia commences offer to purchase outstanding notes for up to USD 1.0 billion total consideration

Espoo, Finland - Nokia Corporation (Nokia), announces that it has commenced tender offers (the Tender Offers) to purchase for cash up to the Maximum Acceptance Amount (as defined below): (i) the EUR 500,000,000 6.75% notes due February 4, 2019 issued under its Euro Medium Term Note Programme (the Euro Notes); (ii) the USD 300,000,000 6.50% Debentures due January 15, 2028 (the 2028 Notes); and (iii) the USD 1,360,000,000 6.45% Debentures due March 15, 2029 (the 2029 Notes and, together with the 2028 Notes, the Dollar Notes, and together with the Euro Notes, the Notes). The Dollar Notes were issued by Lucent Technologies Inc. (the predecessor to Alcatel-Lucent USA Inc., Nokias wholly-owned subsidiary) (the USD Notes Company).

The Tender Offers are being made on the terms and subject to the conditions set out in the offer to purchase dated February 22, 2017 (the Offer to Purchase). Capitalized terms not defined herein have the meaning ascribed to them in the Offer to Purchase.

The following table sets forth certain information relating to the Notes and the Tender Offers:

Descrip-

tion

ISIN/

CU

SIP

Princ

ipal

Amou

nt

Out

stan

ding

Ac

cep

tan

ce

Prio

rity

Le

vel

Ear

ly

Ten

der

Pay

ment(1)

Fixed Spre

ad(1)

Fixed Yield(1)(2)

Reference U.S. Treasury Security

Bloom-

berg Refer-

ence Page

6.75% Notes due February 4, 2019 XS0

411

735

482 EUR

500,

000,

000 1 EUR

30

per

EUR

1,000 N/A -0.10% N/A N/A

6.50% Deben-

tures due January 15, 2028 US5

494

63A

C10/

549

463

AC1 USD

300,

000,

000 2 USD

30 per USD

1,000 285

bps N/A 2.25% U.S. Treasury Security due February 15, 2027 PX1

6.45% Deben-

tures due March 15, 2029 US5

494

63A

E75/

549

463

AE7 USD

1,360,

000,

000 2 USD

30 per USD

1,000 285

bps N/A 2.25% U.S. Treasury Security due February 15, 2027 PX1

_____________________

The purchase price calculated from the applicable Fixed Yield or Fixed Spread includes the Early Tender Payment. The Late Consideration for each series of Notes will deduct the Early Tender Payment from the purchase price calculated from the applicable Fixed Spread or Fixed Yield.

For information purposes only: the Euro Notes Early Consideration (as defined herein) payable by Nokia for the Euro Notes validly tendered in the Tender Offers and accepted for purchase by Nokia will be determined in the manner described in the Offer to Purchase. Assuming the Tender Offer Settlement Date is March 23, 2017, the Euro Notes Early Consideration will be EUR 1,128.37 per EUR 1,000 of Euro Notes accepted and the Euro Notes Late Consideration will be EUR 1,098.37 per EUR 1,000 of Euro Notes accepted. Should the Tender Offer Settlement Date be postponed, the Early Consideration and Late Consideration for the Euro Notes will be recalculated and will be announced, for information purposes only, as provided in the Offer to Purchase.

Rationale for the Tender Offers

The purpose of the Tender Offers is to manage the overall indebtedness of Nokia. Following settlement of the Tender Offers, Nokia expects to cancel the Euro Notes. The Dollar Notes purchased in the Tender Offers are expected to be held by Nokia following the Tender Offers.

Terms and conditions of the Tender Offers

New Financing Condition and other Conditions

Nokia announced today its intention to issue new euro-denominated fixed-rate notes to non-U.S. persons outside the United States (the New Notes). Nokia intends to use the proceeds of the New Notes to fund the Tender Offer for the Euro Notes, with the remaining proceeds used to fund the Tender Offers for the Dollar Notes on a pro rata basis. 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.

Whether Nokia will accept for purchase Notes validly tendered in the Tender Offers is subject to, among other things, Nokias successful completion (in the sole and absolute determination of Nokia) and settlement of the issue of the New Notes at an amount equal to or exceeding the Maximum Acceptance Amount, as defined below (the New Financing Condition). Nokia may waive the New Financing Condition in its sole discretion. The Tender Offers are subject to additional conditions, further detailed in the Offer to Purchase.

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 Offers an aggregate principal amount of Notes such that the total amount payable by Nokia for all Notes accepted for purchase pursuant to the Tender Offers (excluding any Accrued Interest, as defined below) is no greater than the cash amount equal to USD 1,000 million (such amount, which may be increased or decreased, the Maximum Acceptance Amount). Nokia will determine whether the Maximum Acceptance Amount has been reached by converting the principal amount of the Euro Notes validly tendered and accepted for purchase into U.S. dollars using the applicable exchange rates, as further described in the Offer to Purchase.

Subject to the terms of the Tender Offers, Nokia will only accept for purchase Notes for an aggregate purchase price (excluding any Accrued Interest, as defined below) that will not exceed the Maximum Acceptance Amount. Nokia reserv

LINK:	http://www.nokia.com/en_int/news/releases/2017/02/22/nokia-commences-o...
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