Wed June 20 09:15 am 2007 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release June 20, 2007 9.15 am


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 therefrom.

Nokian Tyres plc announces its intention to offer convertible bonds to Finnish and international institutional investors; book building for the offering will commence on 20 June 2007.

The Board of Directors of Nokian Tyres plc (”Nokian Tyres” or the ”Company”) intends to issue convertible bonds in an aggregate amount of EUR 130.4 million (the ”Bonds”) in deviation from the pre-emptive subscription right of the Company’s shareholders to Finnish and international institutional investors in a book building process (”Offering”). 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, for a total size of EUR 150 million. The shares to be issued upon conversion of the Bonds will represent up to approximately 3.4 % of Nokian Tyres' current issued share capital (assuming the over-allotment option is fully exercised).

The Annual General Meeting of the Company has on 3 April 2007 given its authorisation to the Board of Directors to carry out the Offering in deviation from the shareholder’s pre-emptive subscription rights.

The Board of Directors is planning that the Bonds will be issued to finance investments in accordance with the Company's investment strategy, to re-finance existing financing facilities and for general corporate purposes. The Board of Directors is therefore of the opinion that there are important financial reasons to deviate from the shareholders’ pre-emptive subscription rights.

The Offering will be carried out in a book building process aimed at Finnish and international institutional investors. The book building begins immediately and it is expected to end by 5.00 p.m. on 20 June 2007. Finnish time. Nomura International plc may, on behalf of the Joint Lead Managers, decide to close the books early due to investor demand. The conversion price of the Bonds and the final terms of the Bonds are expected to be approved by the Board of Directors and an-nounced later today, and the settlement of the Offering is expected to take place on or about 27 June 2007.

The maturity date of the Bonds is 27 June 2014. The Bonds will be issued in principal amounts of EUR 100,000. The Bonds will be issued at 100 % of 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 2.5 to 3.0% per annum, or 118.87 to 122.99 % of their principal amount. The initial conversion price is expected to be set at a premium of 35.0 to 40.0 % above the volume weighted average price of the Company’s shares during the book-building period on 20 June 2007.

The Company intends to apply for the Bonds to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

The Offering will be 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 restrictions. 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.