Wed June 20 06:05 pm 2007 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release 20 June 2007 6.05 pm


Not for release, publication or distribution directly or indirectly in or into the United States. These materials are not an offer of Securities for sale in the United States. Securities may not be offered or sold into the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, or an exemption there from.

Further to the earlier announcement, Nokian Tyres plc ("Nokian Tyres" or "Company") announces the successful placement of its EUR 130.4 million convertible bonds due in 2014 ("the Bonds").

The Board of Directors of Nokian Tyres has today resolved to approve the final terms of the Bonds and to issue, in accordance with the authorisation of the Annual General Meeting of the Company on 3 April 2007, the Bonds to institutional investors in deviation from the pre-emptive subscription right of the Company’s shareholders (the “Offering”). The resolution of the Board of Directors to issue the Bonds was based on the bids the Company had received from institutional investors during a book building period process carried out today.

The Bonds are issued to finance investments in accordance with the Company's investment strategy, to refinance existing financing facilities and for general corporate purposes.

The Bonds will be issued in principal amounts of EUR 100,000. The Bonds will be issued at 100 % in their principal amount, pay zero coupon, and, if not previously converted, redeemed or purchased and cancelled, redeemed at final maturity at a price which represents a yield-to-maturity equal to 3% per annum, or 123% of their principal amount. Each EUR 100,000 Bond will be convertible into 2,672 ordinary shares in the Company. The conversion price represents a premium of 40% above the reference price of EUR 26.73 of the Company’s ordinary shares on 20 June 2007. The right to convert the Bonds into shares in the Company commences on 7 August 2007 and ends on 20 June 2014 at 16.00 p.m. Helsinki time. In the event that all Bonds will be converted into ordinary shares of the Company, the aggregate number of the new ordinary shares to be issued by the Company will be 4,008,551 which represents 3.3% of the aggregate number of the Company’s shares on 20 June 2007 (assuming that the over-allotment option is fully exercised).

The Bonds were offered to institutional investors in deviation from the pre-emptive subscription right of the Company’s shareholders. The Offering was carried out in a book building process carried out today, 20 June 2007. Bids received in the Offering constituted an oversubscription of several times the maximum number of Bonds offered. The books opened and closed within 3 hours. The Bonds will be subscribed for on behalf of the investors having submitted subscription commitments in the book building process by Nomura International plc on 20 June 2007. Settlement of the Offering is expected to take place on or about 27 June 2007. The Offering will be registered at the Finnish Trade Register on or about 28 June 2007.

The maturity date of the Bonds is 27 June 2014 unless previously redeemed, converted, or purchased and cancelled. The Company may redeem the Bonds at their accreted principal amount as at the date fixed for redemption at any time on or after 27 June 2011 provided that the price of the Company’s shares multiplied by the conversion ratio is equal to or exceeds 130% of the then applicable accreted principal amount for a period of 20 trading days during a period of 30 consecutive trading days. In addition, the Company has the right to redeem the Bonds if at any time the aggregate principal amount of the Bonds outstanding is equal to or less than 15% of the aggregate principal amount of the Bonds initially issued.

Nokian Tyres has granted Nomura International plc an over-allotment option to subscribe for up to EUR 19.6 million of additional Bonds solely to cover over-allotments, if any, which may be exercised at any time up to an including 20 July 2007.

Application will be made by 11 August 2007 for admission of the Bonds to listing and trading on the Euro MTF Market of the Luxembourg Stock Exchange. Trading in the Bonds on the Euro MTF Market of the Luxembourg Stock Exchange is expected to commence on or about 11 August 2007 subject to the receipt of all regulatory approvals. The Company will publish a Listing Document in Luxembourg applicable to the listing of the Bonds (including the Terms and Conditions of the Bonds) on or around 11 August 2007. The ordinary shares of the Company to be issued upon conversion of the Bonds will be listed on the Helsinki Stock Exchange.

The Offering was managed by Nomura International plc as Sole Bookrunner and Joint Lead Manager and Carnegie Investment Bank AB as Joint Lead Manager.

Nokia, 20 June 2007

Nokian Tyres plc
Board of Directors

Additional information:
Anne Leskelä, Vice President, Finance & Control, CFO
Tel. +358 10 401 7481 or +358 50 570 2481

Main Media

This announcement is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities.

Not for release, publication or distribution directly or indirectly in or into the United States.

Any offer of the securities described herein will be made by means of an institutional offer. The Offering and the distribution of this Announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such re-strictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement is only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “Relevant Persons”) and must not be acted on or relied on by other persons in the United Kingdom. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.