Elcoteq - Company Announcement

Elcoteq SE Will Publish a Prospectus Relating to Its Exchange Offer

Elcoteq SE
Stock Exchange Release
April 16, 2010 at 18.30 am (EET)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA OR THE
UNITED STATES 

Elcoteq SE Will Publish a Prospectus Relating to Its Exchange Offer

Luxembourg financial supervision authority, Commission de Surveillance du
Secteur Financier (CSSF) has today approved Elcoteq SE's (“Elcoteq”) prospectus
relating to the exchange offer directed to its debenture holders. The
prospectus is composed of a Registration Document, a Securities Note and a
Summary (together the “Prospectus”). The approval of the Prospectus will be
notified to the Finnish Financial Supervisory Authority. The Prospectus will be
available on Elcoteq's website (www.elcoteq.com) as of 19 April 2010 and in
paper form from Pohjola Corporate Finance Ltd. The Summary as well as the terms
and conditions of the Exchange Offer and the securities offered thereunder will
be available in the aforementioned locations also in Finnish language. 

The terms and conditions of the exchange offer have been published in a
separate stock exchange release earlier today. 

Elcoteq makes the following announcements related to previously unpublished
information included in the Prospectus: 

New EUR 100 million revolving credit facility
On 31 March 2010 Elcoteq announced that it had entered into a term sheet with
its senior lenders with respect to a new revolving credit facility in the
amount of EUR 100 million ("New RCF"). The credit facility will mature on 30
June 2011. Due to Elcoteq's financial situation and the current market
conditions, the total cost of financing under the New RCF is substantially
higher than in the current facility. Further, the New RCF shall include certain
financial and other covenants and undertakings. As a part of the overall
financing package: 

- Elcoteq shall arrange a share issue which shall be completed by 31 December
2010. 
- Elcoteq shall by the end of 2010 produce a plan for the repayment of the New
RCF and shall by 31 March 2011 provide evidence satisfactory to the lenders
that Elcoteq is taking material steps towards the repayment of the New RCF in
full. 
- Outstanding debenture bonds shall be converted into equity or hybrid
instruments in an amount satisfactory to the lenders. 
- Elcoteq shall dispose certain of its non-core assets within a time frame
agreed with the lenders. The proceeds will be used for prepayment under the New
RCF. 

Structural Changes
In line with increasing its efforts in providing after market services to its
customers, Elcoteq is investigating the benefits of organisational changes to
support the strategic focus areas of Elcoteq. Should Elcoteq proceed with such
changes to Elcoteq's administration or structure, any decisions would be
announced separately by Elcoteq. 


ELCOTEQ SE

Satu Jaatinen
Communications Manager

Further information:
Mikko Puolakka, CFO, tel. +358 10 41 311


About Elcoteq

Elcoteq SE is the global Life Cycle Service Partner for high-tech product and
service companies. 
Engineering, Manufacturing, Fulfillment and After Market Services are the
cornerstones of Elcoteq's extensive service offering. Elcoteq has a proven
track record in electronics manufacturing services (EMS) and a global factory
network coupled with modern manufacturing equipment and consistent systems and
processes. 
Products include Consumer Electronics devices such as mobile phones and their
accessories, set-top boxes, flat panel TVs as well as System Solutions products
such as infrastructure systems, modules and other industrial segment products. 
The Group's consolidated net sales for 2009 totaled 1.5 billion euros and it
employs approximately 10,000 persons. Elcoteq SE is listed on the Nasdaq OMX
Helsinki Ltd. For more information visit the Elcoteq website at
www.elcoteq.com. 

DISCLAIMER:

The information contained herein is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or into
Australia, Canada, Hong Kong, Japan, South-Africa, or the United States. The
information contained herein does not constitute an offer of securities for
sale in the United States, nor may the securities be offered or sold in the
United States absent registration or an exemption from registration as provided
in the United States Securities Act of 1933, as amended, and the rules and
regulations thereunder. There is no intention to register any portion of the
offering in the United States or to conduct a public offering of any securities
in the United States. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. 

This communication does not constitute an offer of securities to the public in
the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the securities. Consequently, this communication is
directed only at (i) persons who are outside the United Kingdom, (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "FP Order") and
(iii) high net worth entities falling within Article 49(2) of the FP Order, and
other persons to whom it may lawfully be communicated, (all such persons
together being referred to as "relevant persons"). Any investment activity to
which this communication relates will only be available to, and will only be
engaged with, relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents. 

Any offer of securities to the public that may be deemed to be made pursuant to
this communication in any EEA Member State that has implemented the Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive. 

This document is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any applicable
implementing measures in the relevant home Member State under such Directive,
the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus
Directive will be published in connection with any offering of securities, and
will be available at locations receiving acceptances for the Exchange Offer. 

This document includes forward-looking statements. These forward-looking
statements include all matters that are not historical facts, statements
regarding Elcoteq's intentions, beliefs or current expectations concerning,
among other things Elcoteq's results of operations, financial condition,
liquidity, prospects, growth, strategies and the industry in which Elcoteq
operates. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future, and speak only as of the date they are
made. Elcoteq cautions you that forward-looking statements are not guarantees
of future performance and that its actual results of operations, financial
condition and liquidity and the development of the industry in which Elcoteq
operates may differ materially from those made in or suggested by the
forward-looking statements contained in this presentation. In addition, even if
Elcoteq's results of operations, financial condition and liquidity and the
development of the industry in which Elcoteq operates are consistent with the
forward-looking statements contained in this document, those results or
developments may not be indicative of results or developments in future
periods. Elcoteq does not undertake any obligation to review or confirm
expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events that occur or circumstances that
arise after the date of this document. 

Pohjola Corporate Finance is acting exclusively for Elcoteq and no one else in
connection with the Exchange Offer. It will not regard any other person
(whether or not a recipient of this document) as a client in relation to the
Exchange Offer and will not be responsible to anyone other than Elcoteq for
providing the protections afforded to its clients, nor for giving advice in
relation to the Exchange Offer or any transaction or arrangement referred to
herein. No representation or warranty, express or implied, is made by Pohjola
Corporate Finance as to the accuracy, completeness or verification of the
information set forth in this release, and nothing contained in this release
is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. Pohjola Corporate Finance assumes no
responsibility for its accuracy, completeness or verification and, accordingly,
disclaims, to the fullest extent permitted by applicable law, any and all
liability which it may otherwise be found to have in respect of this release.

Attachments:

ser_prospectus publication_16042010.pdf