Elisa - Company Announcement

Elisa issues EUR 300 million seven-year Eurobond and announces a tender offer for its Eurobond maturing 2014

ELISA STOCK EXCHANGE RELEASE 24.9.2012 AT 12.10pm



NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. 

VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA. 



Elisa is issuing a seven-year Eurobond under its EUR 1 billion EMTN (Euro
Medium Term Note) programme. The size of the new seven-year bond issue is
expected to be EUR 300 million. The Mandated Lead Managers for the bond issue
are Deutsche Bank AG, London Branch, Danske Bank A/S and Nordea Bank Danmark
A/S. 



Elisa also announces that Deutsche Bank AG, London Branch, (the “Offeror”),
under agreement with Elisa, has today invited holders of Elisa's existing notes
maturing in 2014 to offer to sell their notes for cash. The Offeror currently
proposes to accept for purchase up to EUR 150 million in aggregate nominal
amount of the notes at a purchase price equal to the interpolated reference
rate plus 10 basis points. Whether the Offeror will accept for purchase any
notes validly tendered is subject to, without limitation the issue of the new
Elisa seven-year bonds. The tender offer expires on 28 September 2012 at 6pm
(EET), and is being made on the terms and subject to the conditions set out in
the Tender Offer Memorandum dated 24 September 2012. 



The proceeds from the issue of the new seven-year bonds will be used for
general corporate purposes, including financing tender offer of the bond
maturing 2014. 



 ELISA



Mr Vesa Sahivirta

Director, IR and Financial Communication

tel. +358 10 262 3036



Further information:

Mr  Jari Kinnunen
CFO

tel. +358 50 324 3521



Mr  Juha Kervinen,
Group Treasurer

tel. +358 50 555 3625



Distribution:


NASDAQ OMX Helsinki

Major Media

www.elisa.com



 OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes are
required to inform themselves about, and to observe, any such restrictions. 
This announcement does not constitute (i) an offer to buy or a solicitation of
an offer to sell the notes (and tenders of notes in the offer will not be
accepted from noteholders) in any circumstances in which such offer or
solicitation is unlawful or (ii) an offer to sell or a solicitation of an offer
to buy the new notes.  In those jurisdictions where the securities, blue sky or
other laws require the offer to be made by a licensed broker or dealer and
either of the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the tender offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the case may be. 

No action has been or will be taken in any jurisdiction in relation to the new
notes to permit a public offering of securities. 

United States.  Neither the offer of the new notes or the tender offer by the
Offeror is being made, and will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This announcement is not an offer of
securities for sale in the United States or to U.S. persons. Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the United States Securities
Act of 1933, as amended (the “Securities Act”). The new notes have not been,
and will not be, registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States, and may not be offered,
sold or delivered, directly or indirectly, in the United States or to, or for
the account or benefit of, U.S. persons. This announcement may not be sent or
given to a person in the United States or otherwise to any person other than in
an offshore transaction in accordance with Regulation S under the Securities
Act. 

Italy.  None of the tender offer, this announcement and any other documents or
materials relating to the tender offer have been submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. The tender offer is being carried out
in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial
Services Act) and article 35-bis, paragraph 4, letter b) of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the notes
that are located in Italy can tender notes for purchase in the tender offer
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority. 

United Kingdom. The communication of this announcement is not being made, and
has not been approved, by an authorised person for the purposes of section 21
of the Financial Services and Markets Act 2000. This announcement is not for
general distribution and must not be passed on to the general public in the
United Kingdom.  This announcement is made only to and directed only at those
persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion
Order)) or any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order. 

France.  The tender offer is not being made, directly or indirectly, to the
public in the Republic of France (France).  Neither this announcement nor any
other document or material relating to the tender offer 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 and D.411-1 to
D.411-3 of the French Code monétaire et financier, are eligible to participate
in the tender offer.  Neither this announcement nor the Tender Offer Memorandum
have been or will be submitted for clearance to or approved by the Autorité des
Marchés Financiers.