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ComTel SpA — Major Shareholding Notification 2017
Apr 4, 2017
9984_rns_2017-04-04_d5a07794-ec18-4432-a5d7-3f5aff3e059d.html
Major Shareholding Notification
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Comptel Corporation: Disclosure under Chapter 9, Section 10 of the Finnish Securities Markets Act
Comptel Corporation: Disclosure under Chapter 9, Section 10 of the Finnish Securities Markets Act
Disclosure 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
[email protected]
ABOUT COMPTEL
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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
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For more information, visit www.comptel.com.
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