Nokia Issues Shares To Alcatel-Lucent Securities Holders

(RTTNews) - Nokia (NOK) said Wednesday that it has issued about 1.46 billion new shares in deviation from shareholders' pre-emptive right to subscription based on an authorization by the Extraordinary General Meeting held on December 2, 2015.

The Shares have been issued in exchange for the Alcatel-Lucent ordinary shares, American Depositary Shares or "ADSs" as well as the 2018 OCEANE, 2019 OCEANE and 2020 OCEANE convertible bonds which have been tendered into Nokia's public exchange offers in France and the United States in accordance with the terms and conditions of the Offers.

As announced by the French stock market authority, Autorité des Marchés Financiers or the "AMF", on January 5, 2016, 2.05 billion Alcatel-Lucent ordinary shares, 264.18 million Alcatel-Lucent ADSs, 206.78 million Alcatel-Lucent 2018 OCEANE convertible bonds, 37. 88 million Alcatel-Lucent 2019 OCEANE convertible bonds, and 16.14 million Alcatel-Lucent 2020 OCEANE convertible bonds were tendered into the Offers.

The Shares will be paid by contribution in kind with Alcatel-Lucent Securities that have been tendered into the Offers. The subscription price, 9.51 billion euros in aggregate, is based on the closing price of Nokia's shares on Nasdaq Helsinki on January 4, 2016 and will be recorded in Nokia's fund for invested non-restricted equity and, consequently, Nokia's share capital will remain unchanged at EUR 245.90 million.

Nokia expects to register the Shares with the Finnish Trade Register on January 7, 2016. After the registration the total number of Nokia's shares will equal 5 448 542 279. The Shares will carry the right to dividends and all other shareholder rights as of the registration date. The trading in the Shares is expected to commence on Nasdaq Helsinki and Euronext Paris as of January 8, 2016 and the trading in the new Nokia ADSs representing the Shares to commence on the New York Stock Exchange as of January 8, 2016.

The delivery by Euronext Paris of the new Nokia Shares to the relevant financial intermediaries of Alcatel-Lucent security holders is expected on January 8, 2016 and the new Nokia ADSs are expected to be registered in the name of the former registered Alcatel-Lucent ADS holders on January 7, 2016.

On the basis of the indicative timetable of the Offer contained in Nokia's French Offer document, the reopened Offers should commence on January 14, 2016 and close on February 3, 2016, subject to the publication by the AMF of its notice relating to the reopening of the French Offer. Nokia will confirm and publish the final number of new shares to be issued in connection with the reopened Offers based on the results of the reopened Offers, which are expected to be published by the AMF on or about February 8, 2016.