Nokia (NOK) Announces EUR 750M Bond Offering
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Nokia (NYSE: NOK) announces today that it intends to make an offering of senior unsecured convertible bonds due 2017 convertible into ordinary shares of Nokia Corporation to certain international institutional investors through an accelerated book building process. The bonds are proposed to be issued in an aggregate principal amount of EUR 750 million. Nokia intends to use the net proceeds of the offering to prudently manage its capital structure, proactively address upcoming debt maturities while preserving existing pools of liquidity and for general corporate purposes.
The bonds are expected to carry a coupon of between 4.25% and 5.00% per annum payable semi-annually in arrears on April 26 and October 26 in each year, commencing on or about April 26, 2013. The initial conversion price is expected to be set at a premium of 28% to 33% above the volume weighted average price of Nokia shares on NASDAQ OMX Helsinki between launch and pricing of the offering. The bonds will be issued at par and will be redeemed at par on maturity, unless otherwise redeemed, purchased, converted or cancelled, in accordance with the terms and conditions of the bonds. Nokia has the right to redeem all outstanding bonds after the third anniversary plus 30 days of the closing date if the volume weighted average price of the shares is at least 150% of the then prevailing conversion price for a specified period of time. Nokia will also have the right to redeem all outstanding bonds at any time if conversion rights are exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85% or more in principal amount of the bonds. The terms and conditions of the bonds provide for adjustments of the conversion price for any dividends in cash or in kind as well as customary anti-dilution adjustments. The final terms of the bonds, including the initial conversion price and the maximum number of shares (without any adjustments having been made to the conversion price) which may be issued by Nokia upon conversion of the bonds, are expected to be announced later today, and closing is expected on or about October 26, 2012.
Trading in the bonds is expected to commence on or about October 26, 2012. Nokia will make an application to include the bonds for trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange after closing.
BofA Merrill Lynch, Barclays, Citi and Deutsche Bank are acting as joint bookrunners and BofA Merrill Lynch is acting as settlement agent in the offering.
The bonds are expected to carry a coupon of between 4.25% and 5.00% per annum payable semi-annually in arrears on April 26 and October 26 in each year, commencing on or about April 26, 2013. The initial conversion price is expected to be set at a premium of 28% to 33% above the volume weighted average price of Nokia shares on NASDAQ OMX Helsinki between launch and pricing of the offering. The bonds will be issued at par and will be redeemed at par on maturity, unless otherwise redeemed, purchased, converted or cancelled, in accordance with the terms and conditions of the bonds. Nokia has the right to redeem all outstanding bonds after the third anniversary plus 30 days of the closing date if the volume weighted average price of the shares is at least 150% of the then prevailing conversion price for a specified period of time. Nokia will also have the right to redeem all outstanding bonds at any time if conversion rights are exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85% or more in principal amount of the bonds. The terms and conditions of the bonds provide for adjustments of the conversion price for any dividends in cash or in kind as well as customary anti-dilution adjustments. The final terms of the bonds, including the initial conversion price and the maximum number of shares (without any adjustments having been made to the conversion price) which may be issued by Nokia upon conversion of the bonds, are expected to be announced later today, and closing is expected on or about October 26, 2012.
Trading in the bonds is expected to commence on or about October 26, 2012. Nokia will make an application to include the bonds for trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange after closing.
BofA Merrill Lynch, Barclays, Citi and Deutsche Bank are acting as joint bookrunners and BofA Merrill Lynch is acting as settlement agent in the offering.
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