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COCA-COLA HBC S.A.: CCHBC AG Update on the announced share exchange offer

COCA-COLA HBC S.A.: CCHBC AG Update on the announced share exchange offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD VIOLATE THE LAWS OF THAT JURISDICTION 
This regulatory announcement is an advertisement and not a prospectus and
investors should not subscribe for or purchase any transferable securities
referred to in this announcement except on the basis of information contained
in the Prospectus and the Greek Offer Documents proposed to be published by
Coca-Cola HBC AG in due course in connection with the proposed Greek exchange
offer and the admission of the ordinary shares of Coca-Cola HBC AG to the
premium segment of the Official List of the United Kingdom Listing Authority
and to trading on the London Stock Exchange plc's main market for listed
securities (the "Admission"). A copy of the Prospectus will, following
publication, be available from Coca-Cola HBC AG's website at http://
www.coca-colahbcag.com. 
FOR IMMEDIATE RELEASE 


                               Coca-Cola HBC AG                                
             Update on the announced voluntary share exchange offer             
    


Zug, Switzerland - 9 January 2013 -On 11 October 2012, Coca-Cola HBC AG
announced a voluntary share exchange offer to acquire the ordinary registered
shares of Coca-Cola Hellenic Bottling Company S.A. 
The exchange offer is subject to the necessary regulatory approvals. Coca-Cola
HBC AG is working closely with the relevant regulators to obtain these
approvals and currently expects commencement of the acceptance period after
publication by Coca-Cola Hellenic Bottling Company S.A. of its 2012 financial
statements and completion of the voluntary share exchange offer early in the
second quarter of 2013. 
Important Notices 
General 
            The Exchange Offer described herein is addressed to the
shareholders of Coca–Cola Hellenic and only to persons to whom it may be
lawfully addressed. The Greek exchange offer will be made in the territory of
the Hellenic Republic and to the public in the United Kingdom and Austria. The
making of the Exchange Offer to specific persons who are residents in or
nationals or citizens of jurisdictions outside the Hellenic Republic, the
United Kingdom, Austria or the United States or to custodians, nominees or
trustees of such persons may be made only in accordance with the laws of the
relevant jurisdiction. It is the responsibility of each person wishing to
accept theExchange Offer to inform themselves of and ensure compliance with the
laws of their respective jurisdictions in relation to the Exchange Offer. If
you have any doubts as to your status, you should consult with your
professional advisor in the relevant jurisdiction. 
            The Exchange Offer is not being made, directly or indirectly,
by mail or by any means in or into Australia, Canada, Japan or any jurisdiction
within which, under its laws, rules and regulations, the submission, the making
or the presentation of the Exchange Offer or the mailing or distribution of the
Greek information circular, the prospectus relating to the ordinary shares of
Coca–Cola HBC AG approved by the United Kingdom Listing Authority (the "
Prospectus"), a declaration of acceptance and any other document or material
relevant thereto (together, the "Greek Offer Documents") is illegal or
contravenes any applicable legislation, rule or regulation (together, the "
Excluded Territories") except as set out below for the United States.
Accordingly, copies of any such documents and materials will not be, and must
not be, directly or indirectly, mailed, distributed or otherwise sent to anyone
or from anyone in or into or from any Excluded Territory. 
            No person receiving a copy of this announcement or of any Greek
Offer Document in any jurisdiction outside the Hellenic Republic, the United
Kingdom or Austria (or any documents relating to the U.S. exchange offer other
than in the United States or to holders of American depositary shares
representing ordinary shares of Coca–Cola Hellenic ("Coca-Cola Hellenic 
ADSs"))
may treat any such document as if it constituted a solicitation or offer to
such person and under no circumstances may such person use any Greek Offer
Document if, in the relevant jurisdiction, such solicitation or offer may not
be lawfully made to such person or if such Greek Offer Document may not be
lawfully used without breaching any legal requirements. In those instances, any
such Greek Offer Document is sent for information purposes only. 
United States 
            Separate documentation for the U.S. exchange offer will be made
available to holders of ordinary shares of Coca–Cola Hellenic located in the
United States and holders of Coca-Cola Hellenic ADSs, wherever located. 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, as amended. 
            Coca–Cola HBC AG and Coca–Cola Hellenic may be required to 
file
materials relevant to the U.S. exchange offer with the U.S. Securities and
Exchange Commission (the "SEC"). Such documents, however, may not all be
currently available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE
POTENTIAL TRANSACTION FILED OR TO BE FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain a free copy of such filings without charge, at the SEC's website
(http://www.sec.gov) once such documents are filed with the SEC. Copies of such
documents may also be obtained from Coca–Cola HBC AG and Coca–Cola
Hellenic,without charge, once they are filed with the SEC.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, as
amended. 
            This regulatory announcement does not contain, constitute or
form part of any offer or invitation to sell or subscribe or any solicitation
of any offer to purchase or subscribe for any securities in any jurisdiction,
and neither this announcement (nor any part of it) nor the fact of its
distribution form the basis of, or may be relied upon in connection with, or
act as any inducement to enter into, any contract or commitment whatsoever. 
European Economic Area 
            In member states of the European Economic Area ("EEA") other
than Greece, the United Kingdom and Austria (from the time the Prospectus has
been approved by the United Kingdom Listing Authority and published in
accordance with the Prospectus Directive (2003/71/EC, as amended), as
implemented in the United Kingdom; and in the case of Greece and Austria,
passported), this announcement and any offer if made subsequently is directed
only at persons who are "qualified investors" within the meaning of Article 2
(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended) ("
Qualified Investors"). Any person in the EEA who acquires securities in the
Exchange Offer (an "investor") or to whom the Exchange Offer is made will be
deemed to have represented and agreed that it is a Qualified Investor. Any
investor will also be deemed to have represented and agreed that any securities
acquired by it in the Exchange Offer have not been acquired on behalf of
persons in the EEA other than Qualified Investors, nor have the securities been
acquired with a view to their offer or resale in the EEA to persons where this
would result in a requirement for publication by Coca–Cola HBC AG of a
prospectus pursuant to Article 3 of the Prospectus Directive. Coca–Cola HBC 
AG
and its affiliates and others will rely upon the truth and accuracy of the
foregoing representations and agreements. 
Cautionary Statement Regarding Forward-Looking Statements 
            The information contained in this announcement is for
background purposes only and does not purport to be full or complete. No
reliance may or should be placed by any person for any purposes whatsoever on
the information contained in this announcement or on its completeness, accuracy
or fairness. The information in this announcement is subject to change. The
dates of the Exchange Offer and the Admission may change. There is no guarantee
that the Exchange Offer and the Admission will occur and you should not base
your financial decisions on Coca–Cola HBC AG's intentions at this stage in
relation to the Exchange Offer and the Admission. 
            This announcement contains forward-looking statements that
involve risks and uncertainties. These statements may generally, but not
always, be identified by the use of words such as "believe," "outlook,"
"guidance," "intend," "expect," "anticipate," "plan," "target" and similar
expressions to identify forward-looking statements. All statements other than
statements of historical facts, including, among others, statements regarding
expected take-up of the Exchange Offer; plans for Coca–Cola Hellenic and for
Coca–Cola HBC AG following completion of the Exchange Offer; planned times 
and
places of listings of the ordinary shares and American depositary shares of
Coca–Cola HBC AG; planned de-listings and U.S. de-registration of the 
ordinary
shares and American depositary shares of Coca–Cola Hellenic; Coca–Cola
Hellenic's future financial position and results; Coca–Cola Hellenic's 
outlook
for 2013 and future years; business strategy; the effects of the global
economic slowdown; the impact of the sovereign debt crisis, currency
volatility, Coca–Cola Hellenic's recent acquisitions, and restructuring
initiatives on Coca–Cola Hellenic's business and financial condition; 
Coca–Cola
Hellenic's future dealings with The Coca–Cola Company; budgets; projected
levels of consumption and production; projected raw material and other costs;
estimates of capital expenditure and plans and objectives of management for
future operations, are forward-looking statements. You should not place undue
reliance on such forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect current
expectations and assumptions as to future events and circumstances that may not
prove accurate. Actual results and events could differ materially from those
anticipated in the forward-looking statements for many reasons. 
            Although Coca–Cola HBC AG believes that, as of the date of 
this
announcement, the expectations reflected in the forward-looking statements are
reasonable, Coca–Cola HBC AG cannot assure you that future events will meet
these expectations. Moreover, neither Coca–Cola HBC AG nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. After the date of this announcement, unless Coca–Cola HBC AG is
required by law or the rules of the United Kingdom Financial Services Authority
to update these forward-looking statements, Coca–Cola HBC AG will not
necessarily update any of these forward-looking statements to conform them
either to actual results or to changes in expectations. 
END 
-0- Jan/09/2013 08:34 GMT
 
 
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