2017-06-13 19:20:32 CEST
2017-06-13 19:20:32 CEST
REGULATED INFORMATION
Nokia - Other information disclosed according to the rules of the Exchange
Nokia Announces Pricing and Early Results for its Tender Offers and Consent Solicitation
Nokia Corporation
Stock Exchange Release
June 13, 2017 at 20:20 (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 Announces Pricing and Early Results for its Tender Offers and Consent
Solicitation
Espoo, Finland - Nokia Corporation ("Nokia"), announces the pricing and early
results of its previously announced tender offers (the "Tender Offers") to
purchase for cash: (i) the USD 300 000 000 6.50% debentures due January
15, 2028 (the "2028 Notes"); (ii) the USD 1 360 000 000 6.45% debentures due
March 15, 2029 (the "2029 Notes") (the 2028 Notes and the 2029 Notes, together
the "ALU Notes") issued by Lucent Technologies Inc. (the predecessor to Alcatel-
Lucent USA Inc. ("Alcatel Lucent"); and (iii) the USD 1 000 000 000 5.375% notes
due March 15, 2019 issued by Nokia (the "2019 Notes" and, together with the ALU
Notes, the "Notes"). Alcatel Lucent is a wholly-owned subsidiary of Nokia.
The Tender Offers and Consent Solicitation are being made on the terms and
subject to the conditions set out in the offer to purchase dated May 30, 2017
(the "Offer to Purchase"). Capitalized terms not defined herein have the meaning
ascribed to them in the Offer to Purchase.
Early Tender Results, Acceptance and Early Settlement Election
As of 5:00 p.m. (New York time) on June 12, 2017 (the "Early Tender Date"),
according to information provided by Lucid Issuer Services Limited (the "Tender
and Information Agent"), an aggregate principal amount of Notes equal to USD
1,495,992,000 has been validly tendered and not validly withdrawn in the Tender
Offers, as set out in the table below. Withdrawal rights for the Tender Offers
expired at the Early Tender Date. As a result, tendered Notes may no longer be
withdrawn, except as required by law.
Nokia has accepted for purchase (i) all ALU Notes validly tendered at or prior
to the Early Tender Date in full; and (ii) the 2019 Notes validly tendered at or
prior to the Early Tender Date with a pro-ration factor of 69.4277%, such that
the total amount payable (excluding Accrued Interest) is approximately equal to
the Maximum Acceptance Amount of USD 1,500,000,000. Nokia hereby announces that
it is exercising the Early Settlement Election and the Early Settlement Date
will be June 14, 2017.
Amount
Subject
Principal Accep- to
ISIN Amount tance Principal Principal the
/ Out- Priority Amount Amount Tender
Description CUSIP standing Level Tendered Accepted Offers
6.50% US549463AC10 $214 010 000 1 $139,888, $139,888, Any
Debentures / ((1)) 000 000 and
due 549463AC1 All
January
15, 2028
6.45% US549463AE75 $959 090 000 1 $753,002, $753,002, Any
Debentures / ((1)) 000 000 and
due 549463AE7 All
March
15, 2029
5.375% US654902AB18 $1 2 $603,102, $418,685, Subject
Notes / 000 000 000 000 000 to
due 654902AB1 the
May 15, Maximum
2019 Acceptance
Amount
_____________________
1. As of May 30, 2017, Nokia holds an additional USD 85 990 000 of the 6.50%
Debentures due January 15, 2028 and USD 400 910 000 of the 6.45% Debentures
due March 15, 2029, which are not reflected in the table above. Nokia is an
affiliate of Alcatel Lucent and, as a result, in determining whether the
holders of the required principal amount of ALU Notes have concurred in any
direction, waiver or consent, ALU Notes owned by Nokia have been
disregarded. For additional information, see the Offer to Purchase under the
section "The Terms of the Tender Offers and Consent Solicitation-Notes
Accepted for Purchase."
The Tender Offers will expire at 11:59 p.m. (New York time) on June 26, 2017
(the "Expiration Date"). Nokia reserves the right, subject to applicable law, at
any time, for any reason, to extend the Expiration Date. Any such extension will
be announced in the manner described in the Offer to Purchase.
ALU Notes validly tendered after the Early Tender Date (if any) will be accepted
for purchase in full and none of the 2019 Notes validly tendered after the Early
Tender Date (if any) will be accepted for purchase, as detailed in the Offer to
Purchase. The Final Settlement Date in respect of any such ALU Notes is expected
to be June 28, 2017.
Consent Solicitation
Concurrently with the Tender Offers, Alcatel Lucent solicited (the "Consent
Solicitation") consents (the "Consents") from each holder of ALU Notes to
certain proposed amendments (the "Proposed Amendments") to the indenture
governing the ALU Notes (the "ALU Indenture"). The Proposed Amendments will
eliminate: (i) covenants in the ALU Indenture governing the ALU Notes with
respect to (a) liens, (b) sale and leaseback transactions and (c) reports; and
(ii) certain events of default with respect to the ALU Notes, other than certain
events of default including the failure to pay principal of or premium, if any,
on and interest on such ALU Notes, and bankruptcy.
As of the Early Tender Date, the Requisite Consents have been reached and the
Supplemental Indenture has been executed. The Supplemental Indenture will become
operative on the Final Settlement Date.
Consideration
Holders who validly tendered and have not validly withdrawn their Notes at or
prior to the Early Tender Date will be eligible to receive the relevant Early
Consideration. Holders who validly tender their Notes after the Early Tender
Date, but at or prior to the Expiration Date will be eligible to receive the
relevant Late Consideration. In addition to the relevant Early Consideration or
Late Consideration (as applicable), Nokia will also pay any applicable Accrued
Interest in relation to the Notes accepted for purchase.
The Early Consideration (assuming the Early Settlement Date is June 14, 2017)
and the Late Consideration (assuming the Final Settlement Date is June
28, 2017) in respect of each series of Notes, as applicable, were determined
today at or around 11:00 a.m. (New York time) in accordance with the terms set
out in the Offer to Purchase, as detailed in the table below:
Early Settlement Final Settlement
Date Date
Reference
U.S. Early Late
Treasury Fixed Reference Conside- Accrued Conside- Accrued
Description Security Spread Yield ration Interest ration Interest
6.50% 2.375% 225 2.207% USD USD USD USD
Debentures U.S. bps 1,170.88 26.90 1,140.40 29.43
due Treasury per per per per
January 15, Security USD USD USD USD
2028 due 1,000 1,000 1,000 1,000
May
15,
2027
6.45% 2.375% 225 2.207% USD USD USD USD
Debentures U.S. bps 1,180.71 15.95 1,150.26 18.45
due Treasury per per per per
March 15, Security USD USD USD USD
2029 due 1,000 1,000 1,000 1,000
May
15,
2027
5.375% 1.25% 40 1.359% USD USD N/A N/A
Notes U.S. bps 1,067.94 4.33
due Treasury per per
May 15, Security USD USD
2019 due 1,000 1,000
May
31,
2019
New Notes
On June 12, 2017, Nokia closed its offering of USD 500 million aggregate
principal amount of 3.375% senior unsecured notes due 2022 and USD 500 million
aggregate principal amount of 4.375% senior unsecured notes due 2027 registered
under the U.S. Securities Act of 1933, as amended (the "New Notes"). We intend
to use the net proceeds of the New Notes and cash on balance sheet to finance
the repurchase of the Notes that are validly tendered and accepted for purchase
pursuant to the Tender Offers and Consent Solicitation.
Joint Dealer Managers and Solicitation Agents
Barclays Capital Inc., Citigroup Global Markets Limited, Goldman Sachs & Co. LLC
and J.P. Morgan Securities LLC are acting as Joint Dealer Managers and
Solicitation Agents for the Tender Offers and Consent Solicitation. Investors
with questions may contact the Joint Dealer Managers and Solicitation Agents at
the addresses and numbers shown below.
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
United States of America
London
Tel: +44 20 3134 8515
United States
Tel (toll-free): +1 (800) 438-3242
Tel (collect): +1 (212) 528-7581
Attn.: Liability Management Group
liability.management@barclays.com
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
London
Tel.: +44 20 7986 8969
United States
Tel (toll-free): +1 (800) 558-3745
Tel (collect): +1 (212) 723-6106
Attn.: Liability Management Group
liabilitymanagement.europe@citi.com
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
United States of America
London
Tel: +44 20 7774 9862
United States
Tel (toll-free): +1 (800) 828-3182
Tel (collect): +1 (212) 357-1057
Attn.: Liability Management Group
liabilitymanagement.eu@gs.com
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States of America
London
Tel: +44 207 134 2468
United States
Tel (toll-free): +1 (866) 834-4666
Tel (collect): +1 (212) 834-3424
Attn.: Liability Management Desk
Copies of the Offer to Purchase can be requested from, and questions regarding
the procedures for tendering Notes may be directed to, the Tender and
Information Agent, Lucid Issuer Services Limited, at +44 (0) 20 7704 0880 or at
nokia@lucid-is.com.
Nokia reserves the right, subject to applicable law, at any time prior to the
satisfaction of the conditions set out in the Offer to Purchase, to amend the
Tender Offers in any respect or to terminate the Tender Offers and return the
tendered Notes, subject to disclosure and other requirements as required by
applicable laws.
This stock exchange release must be read in conjunction with the Offer to
Purchase. The Offer to Purchase contains important information which should be
read carefully before any decision is made with respect to the Tender Offers and
Consent Solicitation. This stock exchange release is neither an offer to sell
nor a solicitation of offers to buy any securities. The Tender Offers and
Consent Solicitation are being made only pursuant to the Offer to Purchase. None
of Nokia, Alcatel Lucent, the Joint Dealer Managers and Solicitation Agents, the
Tender and Information Agent, or the Trustees makes any recommendation in
connection with the Tender Offers and Consent Solicitation. Please refer to the
Offer to Purchase for a description of the offer terms, conditions, disclaimers
and other information applicable to the Tender Offers and Consent Solicitation.
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 Offers and Consent Solicitation. The Joint Dealer
Managers and Solicitation Agents will not be responsible to any holders of Notes
for providing the protections afforded to customers of the Joint Dealer Managers
and Solicitation Agents or for advising any other person in connection with the
Tender Offers and Consent Solicitation.
Offer and Distribution Restrictions
The Tender Offers are 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 Offers 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 Offers 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 Offer to Purchase. 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 announcement, the Offer to Purchase and any other
documents or materials relating to the Tender Offers does not constitute an
offer of securities to the public for the purposes of Article 2(1)(d) of
Directive 2003/71/EC and accordingly the requirement to produce a prospectus
does not apply to the Tender Offers.
United Kingdom
This announcement and the Offer to Purchase are for distribution within the
United Kingdom only to persons: (i) who are existing holders of Notes that are
creditors of Nokia or the USD Notes Company within the meaning of Article 43(2)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended, the "Order") or are otherwise within the scope of Article 43(2)
thereof; (ii) who have professional experience in matters relating to
investments falling within the definition of investment professional in Article
19(5) of the Order; (iii) who fall within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations etc") of the Order; or (iv) to whom
an invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000) in connection with
the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as
"relevant persons"). This announcement and the Offer to Purchase is directed
only at relevant persons and must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
announcement or the Offer to Purchase relates is available only to relevant
persons and will be engaged in only with relevant persons.
Italy
None of the Tender Offers, this announcement, the Offer to Purchase or any other
documents or materials relating to the Tender Offers has been or will be
submitted to the clearance procedure of the Commissione Nazionale per le Società
e la Borsa ("CONSOB").
Therefore, the Tender Offers may only be carried out in the Republic of Italy
("Italy") pursuant to an exemption under article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of
May 14, 1999, as amended. Holders of each series of Notes may tender their Notes
through authorized 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 October 29, 2007, as
amended from time to time, and Legislative Decree No. 385 of September 1, 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
and the Tender Offers.
Belgium
Neither this announcement or the Offer to Purchase nor any other documents or
materials relating to the Tender Offers have been submitted to or will be
submitted for approval or recognition to the Belgian Banking, Finance and
Insurance Commission (Commission bancaire, financière et des
assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and,
accordingly, the Tender Offers may not be made in Belgium by way of a public
offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public
takeover bids or as defined in Article 3 of the Belgian Law of June 16, 2006 on
the public offer of placement instruments and the admission to trading of
placement instruments on regulated markets, each as amended or replaced from
time to time. Accordingly, the Tender Offers may not be advertised and the
Tender Offers will not be extended, and neither this announcement or the Offer
to Purchase nor any other documents or materials relating to the Tender Offers
(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" in the
sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of
placement instruments and the admission to trading of placement instruments on
regulated markets (as amended from time to time), acting on their own account.
Insofar as Belgium is concerned, this announcement and the Offer to Purchase
have been issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Tender Offers.
Accordingly, the information contained in this announcement or in the Offer to
Purchase may not be used for any other purpose or disclosed to any other person
in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to the public in
the Republic of France ("France"). Neither this announcement or the Offer to
Purchase nor any other document or material relating to the Tender Offers 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, D.411-1 to
D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et
Financier, are eligible to participate in the Tender Offers. This announcement
and the Offer to Purchase have 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. Powered by the research and
innovation of Nokia Bell Labs, we serve communications service providers,
governments, large enterprises and consumers, with the industry's most complete,
end-to-end portfolio of products, services and licensing.
From the enabling infrastructure for 5G and the Internet of Things, to emerging
applications in virtual reality and digital health, we are shaping the future of
technology to transform the human experience. www.nokia.com
Media Enquiries:
Nokia
Communications
Phone: +358 (0) 10 448 4900
E-mail: press.services@nokia.com
FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its businesses are exposed to various risks
and uncertainties and certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) our ability to integrate Alcatel Lucent into our operations and achieve the
targeted business plans and benefits, including targeted synergies in relation
to the acquisition of Alcatel Lucent; B) expectations, plans or benefits related
to our strategies and growth management; C) expectations, plans or benefits
related to future performance of our businesses; D) expectations, plans or
benefits related to changes in organizational and operational structure; E)
expectations regarding market developments, general economic conditions and
structural changes; F) expectations and targets regarding financial performance,
results, operating expenses, taxes, currency exchange rates, hedging, cost
savings and competitiveness, as well as results of operations including targeted
synergies and those related to market share, prices, net sales, income and
margins; G) expectations, plans or benefits related to any future collaboration
or to the business collaboration agreement and the patent license agreement
between Nokia and Apple announced on May 23, 2017, including income to be
received under any collaboration or partnership or agreement; H) timing of the
deliveries of our products and services; I) expectations and targets regarding
collaboration and partnering arrangements, joint ventures or the creation of
joint ventures, including the creation of the new Nokia Shanghai Bell joint
venture and the related administrative, legal, regulatory and other conditions,
as well as our expected customer reach; J) outcome of pending and threatened
litigation, arbitration, disputes, regulatory proceedings or investigations by
authorities; K) expectations regarding restructurings, investments, capital
structure optimization efforts, uses of proceeds from transactions, acquisitions
and divestments and our ability to achieve the financial and operational targets
set in connection with any such restructurings, investments, capital structure
optimization efforts, divestments and acquisitions; and L) statements preceded
by or including "believe," "expect," "anticipate," "foresee," "sees," "target,"
"estimate," "designed," "aim," "plans," "intends," "focus," "continue,"
"project," "should," "will" or similar expressions. These statements are based
on management's best assumptions and beliefs in light of the information
currently available to it. Because they involve risks and uncertainties, actual
results may differ materially from the results that we currently expect.
Factors, including risks and uncertainties that could cause these differences
include, but are not limited to: 1) our ability to execute our strategy, sustain
or improve the operational and financial performance of our business and
correctly identify and successfully pursue business opportunities or growth; 2)
our ability to achieve the anticipated benefits, synergies, cost savings and
efficiencies of the acquisition of Alcatel Lucent, and our ability to implement
our organizational and operational structure efficiently; 3) general economic
and market conditions and other developments in the economies where we operate;
4) competition and our ability to effectively and profitably compete and invest
in new competitive high-quality products, services, upgrades and technologies
and bring them to market in a timely manner; 5) our dependence on the
development of the industries in which we operate, including the cyclicality and
variability of the information technology and telecommunications industries; 6)
our global business and exposure to regulatory, political or other developments
in various countries or regions, including emerging markets and the associated
risks in relation to tax matters and exchange controls, among others; 7) our
ability to manage and improve our financial and operating performance, cost
savings, competitiveness and synergies after the acquisition of Alcatel Lucent;
8) our dependence on a limited number of customers and large multi-year
agreements; 9) exchange rate fluctuations, as well as hedging activities; 10)
Nokia Technologies' ability to protect its IPR and to maintain and establish new
sources of patent licensing income and IPR-related revenues, particularly in the
smartphone market; 11) our ability to successfully realize the expectations,
plans or benefits related to any future collaboration or to the business
collaboration agreement and the patent license agreement between Nokia and Apple
announced on May 23, 2017, including income to be received under any
collaboration or partnership or agreement; 12) our dependence on IPR
technologies, including those that we have developed and those that are licensed
to us, and the risk of associated IPR-related legal claims, licensing costs and
restrictions on use; 13) our exposure to direct and indirect regulation,
including economic or trade policies, and the reliability of our governance,
internal controls and compliance processes to prevent regulatory penalties in
our business or in our joint ventures; 14) our ability to identify and remediate
material weaknesses in our internal control over financial reporting; 15) our
reliance on third-party solutions for data storage and service distribution,
which expose us to risks relating to security, regulation and cybersecurity
breaches; 16) inefficiencies, breaches, malfunctions or disruptions of
information technology systems; 17) Nokia Technologies' ability to generate net
sales and profitability through licensing of the Nokia brand, particularly in
digital media and digital health, and the development and sales of products and
services, as well as other business ventures which may not materialize as
planned; 18) our exposure to various legislative frameworks and jurisdictions
that regulate fraud and enforce economic trade sanctions and policies, and the
possibility of proceedings or investigations that result in fines, penalties or
sanctions; 19) adverse developments with respect to customer financing or
extended payment terms we provide to customers; 20) the potential complex tax
issues, tax disputes and tax obligations we may face in various jurisdictions,
including the risk of obligations to pay additional taxes; 21) our actual or
anticipated performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 22) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 23) disruptions to our manufacturing,
service creation, delivery, logistics and supply chain processes, and the risks
related to our geographically-concentrated production sites; 24) the impact of
litigation, arbitration, agreement-related disputes or product liability
allegations associated with our business; 25) our ability to optimize our
capital structure as planned and re-establish our investment grade credit rating
or otherwise improve our credit ratings; 26) our ability to achieve targeted
benefits from or successfully achieve the required administrative, legal,
regulatory and other conditions and implement planned transactions, including
the creation of the new Nokia Shanghai Bell joint venture, as well as the
liabilities related thereto; 27) our involvement in joint ventures and jointly-
managed companies; 28) the carrying amount of our goodwill may not be
recoverable; 29) uncertainty related to the amount of dividends and equity
return we are able to distribute to shareholders for each financial period; 30)
pension costs, employee fund-related costs, and healthcare costs; and 31) risks
related to undersea infrastructure, as well as the risk factors specified on
pages 67 to 85 of our 2016 annual report on Form 20-F under "Operating and
financial review and prospects-Risk factors" and in our other filings with the
U.S. Securities and Exchange Commission. Other unknown or unpredictable factors
or underlying assumptions subsequently proven to be incorrect could cause actual
results to differ materially from those in the forward-looking statements. We do
not undertake any obligation to publicly update or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
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