Du är här

2016-02-12

NOKIA: Nokia has supplemented its listing prospectus relating to the combination with Alcatel-Lucent

Nokia Corporation

Stock Exchange Release
February 12, 2016 at 14:30 (CET +1)
Nokia has supplemented its listing prospectus relating to the combination with
Alcatel-Lucent

Espoo, Finland - Nokia announced today that it has supplemented its English
language listing prospectus dated October 23, 2015 relating to the
combination with Alcatel-Lucent (together with the supplements of the listing
prospectus dated November 16, 2015 and February 2, 2016, respectively, the
"Listing Prospectus"). The Listing Prospectus will be used for the listing on
Nasdaq Helsinki and Euronext Paris of the new Nokia shares to be issued as
consideration to Alcatel-Lucent security holders in connection with the
reopened public exchange offer for Alcatel-Lucent securities in France, which
closed on February 3, 2016.

On February 12, 2016, the Finnish Financial Supervisory Authority has approved
the supplement to the Listing Prospectus ("Supplement") containing certain
updates based on announcements and developments that have taken place after
the approval of the Listing Prospectus, such as the announcement of the
results of the reopened offer period in the public exchange offer on February
10, 2016 and the publication of the unaudited results of Nokia and
Alcatel-Lucent, respectively, as of and for the year ended December 31, 2015.

The Supplement will be notified by the Finnish Financial Supervisory Authority
to the French stock market authorityAutorité des Marchés Financiers
("AMF") in accordance with the EU Prospectus Directive.

The Supplement has been attached to this stock exchange release and will,
together with the Listing Prospectus, be available on Nokia's website
athttp://company.nokia.com/en/investors/financial-reports/filings-related-...
of February 12, 2016. The Supplement will also be available at the reception
of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland, and at the
head office of Nokia at Karaportti 3, FI-02610 Espoo, Finland, as of February
15, 2016.
About Nokia

Nokia is a global leader in the technologies that connect people and things.
Powered by the innovation of Bell Labs and Nokia Technologies, the company is
at the forefront of creating and licensing the technologies that are
increasingly at the heart of our connected lives.

With state-of-the-art software, hardware and services for any type of network,
Nokia is uniquely positioned to help communication service providers,
governments, and large enterprises deliver on the promise of 5G, the Cloud
and the Internet of Things.www.nokia.com

Media Enquiries:

Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com

FORWARD-LOOKING STATEMENTS

This stock exchange release contains forward-looking statements that reflect
Nokia's current expectations and views of future events and developments.
Some of these forward-looking statements can be identified by terms and
phrases such as "will", "to be", and similar expressions. These
forward-looking statements include statements relating to: the use of the
Listing Prospectus and notification to the AMF. These forward-looking
statements are subject to a number of risks and uncertainties, many of which
are beyond our control, which could cause actual results to differ materially
from such statements. These forward-looking statements are based on our
beliefs, assumptions and expectations of future performance, taking into
account the information currently available to us. These statements are only
predictions based upon our current expectations and views of future events
and developments. Risks and uncertainties include: Nokia's ability to comply
with the relevant securities regulations, as well as other risk factors
listed from time to time in Nokia's filings with the U.S. Securities and
Exchange Commission (the "SEC") and the AMF.

The forward-looking statements should be read in conjunction with the other
cautionary statements that are included elsewhere, including the Risk Factors
section of the Registration Statement, as defined below; Nokia's and
Alcatel-Lucent's most recent annual reports on Form 20-F; reports furnished
on Form 6-K; and any other documents that Nokia or Alcatel-Lucent have filed
with the SEC or the AMF. Any forward-looking statements made in this stock
exchange release are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results or
developments anticipated by us will be realized or, even if substantially
realized, that they will have the expected consequences to, or effects on,
Nokia's businesses or operations. Except as required by law, we undertake no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

IMPORTANT ADDITIONAL INFORMATION

This stock exchange release relates to the public exchange offer by Nokia to
exchange all of the ordinary shares, ADSs and convertible securities issued
by Alcatel-Lucent for new ordinary shares and ADSs of Nokia. This stock
exchange release is for informational purposes only and does not constitute
an offer to purchase or exchange, or a solicitation of an offer to sell or
exchange, any ordinary shares, ADSs or convertible securities of
Alcatel-Lucent, nor is it a substitute for the Tender Offer Statement on
Schedule TO; the Registration Statement on Form F-4 (the "Registration
Statement") (Registration No. 333-206365) or the Solicitation /
Recommendation Statement on Schedule 14D-9, each filed with the SEC, Nokia's
Listing Prospectus and Supplement filed with the Finnish Financial
Supervisory Authority or Nokia's offer document (note d'information) and
Alcatel-Lucent's response document (note en réponse) filed with the AMF on
October 29, 2015 and which received the visa of the AMF on November 12, 2015
(including the letters of transmittal and related documents and as amended
and supplemented from time to time, the "Exchange Offer Documents"). No
offering of securities shall be made in the United States except by means of
a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933. The exchange offer is being made only through the Exchange Offer
Documents.

The making of the exchange offer to specific persons who are residents in or
nationals or citizens of jurisdictions outside France or the United States or
to custodians, nominees or trustees of such persons (the "Excluded
Shareholders") may be made only in accordance with the laws of the relevant
jurisdiction. It is the responsibility of the Excluded Shareholders wishing
to accept an exchange offer to inform themselves of and ensure compliance
with the laws of their respective jurisdictions in relation to the exchange
offer. The exchange offer will be made only through the Exchange Offer
Documents.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS
AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL-LUCENT HAS FILED OR
MAY FILE WITH THE SEC, AMF, NASDAQ HELSINKI OR FINNISH FINANCIAL SUPERVISORY
AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING THE EXCHANGE OFFER.

The information contained in this stock exchange release must not be
published, released or distributed, directly or indirectly, in any
jurisdiction where the publication, release or distribution of such
information is restricted by laws or regulations. Therefore, persons in such
jurisdictions into which these materials are published, released or
distributed must inform themselves about and comply with such laws or
regulations. Nokia and Alcatel-Lucent do not accept any responsibility for
any violation by any person of any such restrictions.

The Exchange Offer Documents and other documents referred to above, if filed
or furnished by Nokia or Alcatel-Lucent with the SEC, as applicable, are
available free of charge at the SEC's website (www.sec.gov).

Nokia's offer document (note d'information) and Alcatel-Lucent's response
document (note en réponse), which received visa No. 15-573 and No. 15-574
respectively from the AMF, containing detailed information with regard to the
exchange offer, are available on the websites of the AMF
(www.amf-france.org), Nokia (www.nokia.com) and Alcatel-Lucent
(www.alcatel-lucent.com).

Supplement to listing prospectus
http://hugin.info/3009/R/1985858/728433.PDF

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: NOKIA via Globenewswire

HUG#1985858

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.