Exemption Orders (Discretionary)
NOKIA CORPORATION
2001 BCSECCOM 127
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF NOKIA CORPORATION
AND
IN THE MATTER OF NOKIA HOLDING INC.
Exemption Order Under Sections 48 and 76, and Variation Order Under Section171
[para 1]
WHEREAS the Executive Director issued an Order (the “Original Order”) on March 28, 2000 under sections 48 and 76 of the Securities Act R.S.B.C. 1996, c. 418 that intended trades in securities of Nokia Corporation (the “Corporation”) acquired by certain employees of the Corporation and its affiliates resident in British Columbia (the “B.C. Employees”) under the Nokia Stock Option Plan 1999 and Nokia Holding Inc. (“Holding”) 1999 Stock Option Plan (collectively, the “Plans”) were exempt from the requirements of sections 34(1)(a) and 61 of the Act;
[para 2]
AND WHEREAS the Corporation and Holding have applied for an order under section 171 of the Act varying the Original Order to permit Corporation options (the “Corporation Options”) to be offered for sale on the Helsinki Exchanges;
[para 3]
AND WHEREAS the Corporation and Holding have represented to the Executive Director that:
1. subsequent to the date of the Original Order, and as a result of recent amendments to the Corporation's Plan, it is now possiblethat the Corporation may, in addition to the Corporations' shares, obtain a listing on the Helsinki Exchanges in respect of one or more classes of the Corporation Options;
2. if such a listing is obtained, all sales of Corporation Options on behalf of BC Employees will be made by an agent (the “resale dealer”) who is not registered under the Act, but who is approved by the Corporation and registered to trade securities under the laws of Finland on the Helsinki Exchanges, through the facilities of and in accordance with the rules of such Exchanges; and
3. the numberof employees of the Corporation and its affiliates resident in Canada and in British Columbia has changed since the date of the Original Order;
[para 4]
AND WHEREAS the Executive Director considers that it would not be prejudicial to the public interest to do so;
[para 5]
IT IS ORDERED under section 171 of the Act that the Original Order be varied by:
1. amending paragraph 6 by replacing the word “options” with “Corporation Options”;
2. amending paragraph 8 by deleting the date “December 31 , 1999” and replacing it with December 21, 2000, deleting the number “60” and replacing it with “488”, and deleting the number “14” and replacing it with “79”;
3. adding a new paragraph 13 as follows: “the Corporation may also obtain a listing on the Helsinki Exchanges in respect of one or more classes of Corporation Options, although it is under no obligation to do so; if such a listing is obtained, all sales of Corporation Options on behalf of B.C. Employees will be made by a resale dealer, who is not registered under the Act, but is approved by the Corporation and registered to trade securities under the laws of Finland on the Helsinki Exchanges, through the facilities of and in accordance with the rules of such Exchanges;
4. renumbering paragraphs 13-22, as paragraphs 14-23;
5. amending the new paragraph 14 by adding the words “the resale dealer” between “Holding” and “nor the agent”, and adding the words “Corporation Options” between “sell” and “ADS”;
6. amending the new paragraph 18 by adding the words “Corporation Options” before the word “Shares”;
7. amending the new paragraph 19 by adding the words “or resale dealer “ after the word “agent” in both instances, and adding the words “Corporation Options” before the word “Shares”;
8. amending the new paragraph 20 by replacing the word “options” with “Corporation Options”;
9. amending the new paragraph 21 by replacing the word “options” with “Corporation Options”;
10. amending the new paragraph 23 by adding the words “Corporation Options” before the word “Shares”, and the word “the” between the word “things” and “Corporation”;
11. amending paragraph 2 on p. 3 by adding the words “Corporation Options” before the word “Shares”, and adding the words “or resale dealer” after the word “agent”; and
12. amending paragraph 4 on p.4 by adding the words “Corporation Options” before the word “Shares”.
with the result that the Original Order as varied by this order will be in the form attached as “Schedule A”.
[para 6]
DATED January 23, 2001
Brenda Leong
Director
SCHEDULE “A”IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF NOKIA CORPORATION
AND
In the matter of NOKIA HOLDING INC
Exemption Order Under Sections 48 and 76
WHEREAS Nokia Corporation and Nokia Holding Inc. have applied to the Executive Director for an order under sections 48 and 76 of the Securities Act, R.S.B.C. 1996, c. 418 that intended trades in securities of the Corporation acquired by certain employees of the Corporation and its affiliates resident in British Columbia (the “B.C. Employees”) under the Nokia Stock Option Plan 1999 and Nokia Holding Inc. 1999 Stock Option Plan (collectively, the “Plans”) are exempt from the requirements of sections 34(1)(a) and 61 of the Act;
AND WHEREAS the Corporation and Holding have represented to the Executive Director that:
1. the Corporation is a corporation incorporated under the laws of Finland and is subject to the requirements of the Securities Exchange Act of 1934 of the United States;
2. Holding is a corporation incorporated under the laws of the State of Georgia and is an indirect wholly-owned subsidiary of the Corporation;
3. neither the Corporation nor Holding is, or has any current intention of becoming, a reporting issuer under the Act;
4. the authorized share capital of the Corporation consists of a single class of ordinary shares with a nominal value of E0.24 (“Shares”), and as of February 7, 2000 there were 1,163,699,326 Shares issued and outstanding;
5. the Shares are listed on the Helsinki, Stockholm, London, Frankfurt and Paris stock exchanges; the Corporation’s American Depository Shares (“ADSs”) representing the Shares are listed on the New York Stock Exchange;
6. the Corporation’s plan contemplates that the Corporation will grant Corporation Options options to acquire a specified number of Shares, as evidenced by ADSs, to certain employees of the Corporation and its subsidiaries;
7. Holding’s plan contemplates that Holding will award rights to acquire a specified number of Shares, as evidenced by ADSs, to certain employees of Holding;
8. as at December 3121, 19992000, the Corporation and its affiliates had approximately 60 488 employees resident in Canada, or whom 14 79 were B.C. Employees, who represent less than 1% of the expected number of participants in the Plans;
9. Holding will make available a maximum of 825,000 ADSs under Holding’s plan and the Corporation will make available a maximum 36,000,000 Shares or ADSs under the Corporation’s plan;
10. participating in the Plans is voluntary and B.C. Employees will not be induced to participate in the Plans by expectation of employment or continued employment with the Corporation or any of its affiliates;
11. under the Plans, an agent, who is not a registrant under the Act, but is a registrant in the United States, will maintain an account on behalf of participants in the Plans;
12. under the Plans, all sales of Shares or ADSs on behalf of B.C. Employees, will be made by the agent, on the Helsinki, Stockholm, London, Frankfurt or Paris stock exchanges (in the case of Shares) and on the New York Stock Exchange (in the case of ADSs), under applicable securities legislation through the facilities of and in accordance with the rules of such exchanges;
13. the Corporation may also obtain a listing on the Helsinki Exchange in respect of one or more classes of Corporation Options, although it is under no obligation to do so; if such a listing is obtained, all sales of Corporation Options on behalf of B.C. Employees will be made by a resale dealer, who is not registered under the Act, but is approved by the Corporation and registered to trade securities under the laws of Finland on the Helsinki Exchanges, through the facilities of and in accordance with the rules of such Exchange;
14. neither the Corporation, Holding, the resale dealer nor the agent will offer any advice to the B.C. Employees regarding the decision to acquire, hold or sell Corporation Options, ADSs or Shares;
15. the Corporation has distributed to all Canadian participants in the Corporation’s plan, a copy of its plan and related U.S. prospectus;
16. Holding has distributed to all Canadian participants in Holding’s plan a copy of its plan and related U.S. prospectus;
17. the Corporation will provide all Canadian participants of the Plans with copies of all annual reports, proxy circulars and other material generally distributed to the Corporation’s shareholders at the same time and in the same manner as such material is sent to the Corporation’s shareholders;
18. because there is no market in British Columbia for the Corporation Options, Shares or ADSs and none is expected to develop, any resale of these securities by a B.C. participant would be effected through the facilities of and in accordance with the rules of the stock exchange or market outside Canada on which the securities are listed or quoted for trading;
19. where the agent or resale dealer sells Corporation Options, Shares or ADSs on behalf of a B.C. Employee, the agent or resale dealer is unable to rely on the registration exemption contained in section 45(2)(7) of the Act because it is not acting solely through a registered dealer under the Act;
20. the issuance of Corporation Options options to B.C. Employees under the Plans is exempt from the registration and prospectus requirements of the Act under sections 45(2)(10) and 74(2)(9) of the Act, respectively;
21. the issuance of Shares or ADSs to B.C. Employees on exercise of options Corporation Options under the Corporation’s plan is exempt from the registration and prospectus requirements of the Act under sections 45(2)(12)(iii) and 74(2)(11)(iii) of the Act, respectively;
22. the exemptions contained under sections 45(2)(11)(iii) and 74(2)(11)(iii) of the Act are not available in respect of the issuance of ADSs to B.C. Employees on exercise of options under Holding’s plan because the ADSs are not a security of Holding’s own issue; and
23. under section 140(2) of the Securities Rules, B.C. Reg 194/97, an intended trade by a B.C. Employee of Corporation Options, Shares or ADSs acquired by the B.C. Employees under the Plans is deemed to be a distribution unless, among other things the Corporation is a reporting issuer and has been a reporting issuer for the 12 months immediately preceding the trade;
AND WHEREAS the Executive Director considers that it would not be prejudicial to the public interest to do so;
IT IS ORDERED effective March 24, 2000:
1. under sections 48 and 76 of the Act that an intended trade in ADSs to the B.C. Employees on the exercise of options granted under Holding’s plan is exempt from the requirements of sections 34(1)(a) and 61 of the Act;
2. under section 48 of the Act that an intended trade in Corporation Options, Shares or ADSs acquired under the Plans, through an agent or resale dealer on behalf of B.C. Employees is exempt from the requirements of section 34(1)(a) of the Act;
3. under section 76 of the Act, that an intended trade in ADSs acquired by a B.C. Employee under Holding’s plan is deemed to be a distribution unless the trade is executed through the facilities of a stock exchange or organized market outside of Canada in accordance with all laws and rules applicable to such stock exchange or market;
4. under section 76 of the Act that an intended trade in Corporation Options, Shares or ADSs acquired by a B.C. Employee under the Corporation’s plan is exempt from the requirement of section 61 of the Act provided the trade is executed through the facilities of a stock exchange or organized market outside of Canada in accordance with all laws and rules applicable to such stock exchange or market.
DATED March 28, 2000, as amended by an order dated January 23, 2001.