Notification under Chapter 9, Section 10 of the Finnish Securities Markets Act
(Thomson Reuters ONE) -
Nokia Corporation
Stock exchange release
September 6, 2013 at 18.45 (CET+1)
Espoo, Finland - Nokia has on September 6, 2013 received a flagging notification
in accordance with Chapter 9, section 5 of the Finnish Securities Markets Act
from Microsoft Corporation. As announced on September 3, 2013 Microsoft has made
available to Nokia EUR 1.5 billion financing in the form of convertible bonds to
be issued by Nokia. Each tranche is of nominal value of EUR 500 million maturing
in 2018 ("2018 Bond"), in 2019 ("2019 Bond") and in 2020 ("2020 Bond"),
respectively. The financing is provided by Microsoft International Holdings
B.V., an indirectly wholly owned subsidiary of Microsoft Corporation. Nokia has
on September 6, 2013 decided to draw down the facility and the three tranches of
convertible bonds will be issued on or about September 23, 2013.
If the transaction announced on September 3, 2013 by which Microsoft is expected
to purchase substantially all of Nokia's Devices & Services business would not
close and all the convertible bonds were converted into shares of Nokia this
arrangement could lead to Microsoft International Holdings B.V.'s holdings in
Nokia to be altogether 367 524 324 shares and voting rights, representing 8.9 %
of all the shares and voting rights in Nokia as calculated based on current
amount of shares added with shares from conversion of all the above bonds. The
2018 Bond could be converted into 127 103 563 shares and votes, the 2019 Bond
into 122 396 024 shares and votes and 2020 Bonds into 118 024 737 shares and
votes.
At closing of the sale of substantially all of Devices & Services business,
announced on September 3, 2013, Nokia shall buy and Microsoft International
Holdings B.V. shall sell the bonds at the closing and the nominal value of the
bonds plus accrued interest will be netted against the proceeds from the sale.
Microsoft International Holdings B.V. has committed not to convert the 2018
Bonds and 2019 Bonds into shares of Nokia until the second anniversary of the
issuance date of the bonds and 2020 Bonds until the third anniversary of the
issuance date of the bonds. Thereafter, the conversion right continues until the
date falling seven business days prior to the maturity date of the relevant
bond. If the bonds are converted into Nokia shares Microsoft International
Holdings B.V. has committed to vote in accordance with the recommendations of
Nokia's board of directors, except when it would be deemed to be acting in
concert with Nokia pursuant to the Finnish Securities Markets Act.
Microsoft International Holdings B.V. (tax ID: 17103708) has its head office in
Netherlands and is a indirectly wholly owned subsidiary of Microsoft Corporation
(Tax ID: 600413485).
The current number of shares and voting rights in Nokia is 3 744 994 342. Should
all the convertible bonds be converted into shares in Nokia, the number of
shares and votes would increase to 4 112 518 666 (assuming that no other new
shares would have been issued by Nokia).
About Nokia
Nokia is a global leader in mobile communications whose products have become an
integral part of the lives of people around the world. Every day, more than 1.3
billion people use their Nokia to capture and share experiences, access
information, find their way or simply to speak to one another. Nokia's
technological and design innovations have made its brand one of the most
recognized in the world. For more information, visit http://www.nokia.com/about-
nokia.
FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its business 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)
the planned sale by Nokia of substantially all of Nokia's Devices & Services
business, including Smart Devices and Mobile Phones (referred to below as "Sale
of the D&S Business") pursuant to a purchase agreement between Nokia and
Microsoft (referred to below as "Agreement"); B) the closing of the Sale of the
D&S Business; C) obtaining the shareholder approval for the Sale of the D&S
Business; D) receiving timely, or at all, necessary regulatory approvals for the
Sale of the D&S Business; E) expectations, plans or benefits related to or
caused by the Sale of the D&S Business; F) expectations, plans or benefits
related to Nokia's strategies, including plans for Nokia with respect to its
continuing business areas that will not be divested in connection with the Sale
of the D&S Business; G) expectations, plans or benefits related to changes in
leadership and operational structure; H) expectations and targets regarding our
operational priorities, financial performance or position, results of operations
and use of proceeds from the Sale of the D&S Business; and I) statements
preceded by "believe," "expect," "anticipate," "foresee," "sees," "target,"
"estimate," "designed," "aim", "plans," "intends," "focus," "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) the
inability to close the Sale of the D&S Business in a timely manner, or at all,
for instance due to the inability or delays in obtaining the shareholder
approval or necessary regulatory approvals for the Sale of the D&S Business, or
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Agreement; 2) the potential adverse effect on the
sales of our mobile devices, business relationships, operating results and
business generally resulting from the announcement of the Sale of the D&S
Business or from the terms that we have agreed for the Sale of the D&S Business;
3) any negative effect caused by us entering into the Sale of the D&S Business,
as we may forego other competitive alternatives for strategies or partnerships
that would benefit our Devices & Services business and if the Sale of the D&S
Business is not closed, we may have limited options to continue the Devices &
Services business or enter into another transaction on terms favorable to us,
or at all; 4) our ability to effectively and smoothly implement planned changes
to our leadership and operational structure or maintain an efficient interim
governance structure and preserve or hire key personnel; 5) any negative effect
from the implementation of the Sale of the D&S Business, which will require
significant time, attention and resources of our senior management and others
within the company potentially diverting their attention from other aspects of
our business; 6) disruption and dissatisfaction among employees caused by the
plans and implementation of the Sale of the D&S Business reducing focus and
productivity in areas of our business; 7) the amount of the costs, fees,
expenses and charges related to or triggered by the Sale of the D&S Business;
8) any impairments or charges to carrying values of assets or liabilities
related to or triggered by the Sale of the D&S Business; 9) potential adverse
effect on our business, properties or operations caused by us implementing the
Sale of the D&S Business; 10) the initiation or outcome of any legal
proceedings, regulatory proceedings or enforcement matters that may be
instituted against us relating to the Sale of the D&S Business; and, as well as
the risk factors specified on pages 12-47 of Nokia's annual report on Form 20-F
for the year ended December 31, 2012 under Item 3D. "Risk Factors." and risks
outlined in our most recent interim report. Other unknown or unpredictable
factors or underlying assumptions subsequently proving to be incorrect could
cause actual results to differ materially from those in the forward-looking
statements. Nokia does 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.
Media Enquiries
Nokia
Communications
Tel. +358 7180 34900
Email: press.services(at)nokia.com
www.nokia.com/
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: NOKIA via Thomson Reuters ONE
[HUG#1727832]
Unternehmensinformation / Kurzprofil:
Datum: 06.09.2013 - 17:49 Uhr
Sprache: Deutsch
News-ID 294290
Anzahl Zeichen: 9737
contact information:
Town:
Espoo
Kategorie:
Business News
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"Notification under Chapter 9, Section 10 of the Finnish Securities Markets Act"
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