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2017-04-04 16:25:26 CEST 2017-04-04 16:25:26 CEST REGULATED INFORMATION Comptel - Tender offerComptel Corporation: Disclosure under Chapter 9, Section 10 of the Finnish Securities Markets ActDisclosure under Chapter 9, Section 10 of the Finnish Securities Markets Act Comptel Oyj Stock Exchange Release April 4, 2017 at 5.25 p.m. EET Disclosure under Chapter 9, Section 10 of the Finnish Securities Markets Act Comptel Oyj ("Comptel" or the "Company") has on April 4, 2017 received a notification in accordance with Chapter 9, Section 5 of the Finnish Securities Markets Act ("SMA") from Nokia Corporation. According to the notification, the total number of Comptel shares and voting rights owned through shares and option rights by Nokia Solutions and Networks Oy, a wholly-owned indirect subsidiary of Nokia Corporation, was 97.47 per cent of Comptel's total number of shares and voting rights on April 4, 2017. According to the notification the notified ownership percentages presented in the notification have been calculated against the total registered number of Comptel's shares and votes, which was 109,457,246 as at April 4, 2017. According to the final results of the tender offer announced by Nokia Corporation on April 3, 2017, the shares tendered in the tender offer, together with Comptel shares acquired by Nokia Solutions and Networks Oy through market purchases, represent approximately 90.51% of all the shares and votes in Comptel (excluding the treasury shares held by Comptel) and approximately 85.30% of all the shares and votes of Comptel on a fully diluted basis as defined in the offer document for the tender offer. According to the final results of the tender offer announced by Nokia Corporation on April 3, 2017, 89.34% of Comptel's 2014 option rights and all of Comptel's 2015 option rights have been tendered in the tender offer. Total positions of Nokia Corporation subject to the notification: +--------------------+-----------------+----------------------+----------------+ | |% of shares and|% of shares and voting| | | |voting rights|rights through|Total of both in| | |(total of A) |financial instruments|% (A + B) | | | |(total of B) | | +--------------------+-----------------+----------------------+----------------+ |Resulting situation| | | | |on the date on which|91.67 % |5.80 % |97.47 % | |threshold was| | | | |crossed or reached | | | | +--------------------+-----------------+----------------------+----------------+ Notified details of the resulting situation on the date on which the threshold was crossed or reached: +------------------------------------------------------------------------------+ |A: Shares and voting rights | +--------------------+-------------------------------+-------------------------+ | |Number of shares and voting|% of shares and voting| |Class / type of|rights |rights | |shares +-----------+ +---------+---------------+ |ISIN code (if|Direct |Indirect |Direct |Indirect | |possible) |(SMA 9:5) |(SMA 9:6 and 9:7) |(AML 9:5)|(AML 9:6 ja| | | | | |9:7) | +--------------------+-----------+-------------------+---------+---------------+ |Share, FI0009008221 |- |100,342,043 |- |91.67 % | +--------------------+-----------+-------------------+---------+---------------+ |SUBTOTAL A |100,342,043 |91.67 % | +--------------------+-------------------------------+-------------------------+ +------------------------------------------------------------------------------+ |B: Financial Instruments according to SMA 9:6a | +-----------------+-------------+------------+------------+-----------+--------+ | | | | |Number of|% of| |Type of financial|Expiration |Exercise/ |Physical or|shares and|shares | |instrument |date |Conversion |cash |voting |and | | | |Period |settlement |rights |voting | | | | | | |rights | +-----------------+-------------+------------+------------+-----------+--------+ | | |From | | | | |Option rights|January |February |Physical | | | |2014A |31, 2018 |1, 2016 to |settlement |1.187,165 |1.08 % | |(FI4000189212) | |January | | | | | | |31, 2018 | | | | +-----------------+-------------+------------+------------+-----------+--------+ | | |From | | | | |Option rights|January |February |Physical | | | |2014B |31, 2019 |1, 2017 to |settlement |789,000 |0.72 % | |(FI4000236500) | |January | | | | | | |31, 2019 | | | | +-----------------+-------------+------------+------------+-----------+--------+ | | |From | | | | |Option rights|January |February |Physical | | | |2014C |31, 2020 |1, 2018 to |settlement |890,000 |0.81 % | | | |January | | | | | | |31, 2020 | | | | +-----------------+-------------+------------+------------+-----------+--------+ | | |From August | | | | |Option rights|September |15, 2018 to |Physical |1,739,130 |1.59 % | |2015A |15, 2019 |September |settlement | | | | | |15, 2019 | | | | +-----------------+-------------+------------+------------+-----------+--------+ | | |From August | | | | |Option rights|September |15, 2019 to |Physical |1,739,130 |1.59 % | |2015B |15, 2019 |September |settlement | | | | | |15, 2019 | | | | +-----------------+-------------+------------+------------+-----------+--------+ |SUBTOTAL B |6,344,425 |5.80 % | +------------+-----------+--------+ Full chain of controlled undertakings through which the voting rights and the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity: +------------------------+-----------------+---------------------+-------------+ | |% of shares and|% of shares and| | |Name |voting rights |voting rights through|Total of both| | | |financial instruments| | +------------------------+-----------------+---------------------+-------------+ |Nokia Corporation |0.00 |0.00 |0.00 | +------------------------+-----------------+---------------------+-------------+ |Nokia Finance|0.00 |0.00 |0.00 | |International B.V. | | | | +------------------------+-----------------+---------------------+-------------+ |Nokia Solutions and|0.00 |0.00 |0.00 | |Networks B.V. | | | | +------------------------+-----------------+---------------------+-------------+ |Nokia Solutions and|91.67 % |5.80 % |97.47 % | |Networks Oy | | | | +------------------------+-----------------+---------------------+-------------+ The completion trades of the public tender offer by Nokia Solutions and Networks Oy concerning the tendered Comptel shares and option rights 2014A and 2014B were executed on April 4, 2017. The completion trades will be settled on or about April 6, 2017 and the ownership of the tendered shares and option rights 2014A and 2014B will be transferred to Nokia Solutions and Networks Oy simultaneously. The offer price for the tendered Comptel option rights 2014C, 2015A and 2015B will be paid by April 6, 2017 at the latest. The ownership of the option rights 2014C, 2015A and 2015B will be transferred to Nokia Solutions and Networks Oy against the payment of the offer price. Together with the Comptel shares otherwise acquired by Nokia Solutions and Networks Oy as at the date of this notification, the shares tendered in the tender offer represent approximately 91.67 per cent of all Comptel shares. The option rights tendered in the tender offer entitle their holder to subscribe for shares representing approximately 5.80 % of all Comptel shares. Further information: Comptel Tom Jansson Chief Financial Officer tel. +358 40 700 1849 tom.jansson@comptel.com ABOUT COMPTEL Life is digital moments. Comptel perfects these by transforming how you serve, meet and respond to the needs of "Generation Cloud" customers. Our solutions allow you to innovate rich communications services instantly, master the orchestration of service and order flows, capture data-in-motion and refine your decision-making. We apply intelligence to reduce friction in your business. Comptel has enabled the delivery of digital and communications services to more than 2 billion people. Every day, we care for more than 20% of all mobile usage data. Nearly 300 service providers across 90 countries have trusted us to perfect customers' digital moments. For more information, visit www.comptel.com. [] |
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