COCA-COLA HBC S.A.: Update on the announced voluntary share exchange offer
COCA-COLA HBC S.A.: Update on the announced voluntary 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 Hellenic Bottling Company S.A.
Update onthe announced voluntary share exchange offer Athens, Greece - 22 February 2013 - On 11 October 2012, Coca-Cola HBC AG (" CCHBC") announced a voluntary share exchange offer to acquire the ordinary shares of Coca-Cola Hellenic Bottling Company S.A. ("CCH") in order to establish a premium listing of its shares on the London Stock Exchange. CCHBC today announced that the existing shareholders' agreement of Kar-Tess Holding and The Coca-Cola Company's shareholding subsidiaries (together "TCCC "), as well as the relationship agreement relating to CCH entered into in connection with the acquisition of Coca-Cola Beverages plc by Hellenic Bottling Company S.A. in 2000, will terminate upon settlement of the voluntary share exchange offer and will not be renewed in relation to CCHBC. CCH supports the non-renewal of these arrangements, as it is consistent with the corporate governance practices CCHBC will adopt in connection with its proposed premium listing on the London Stock Exchange. At the same time, both Kar-Tess Holding and TCCC have reaffirmed their support for the transaction and the CCHBC Group going forward. As previously announced, TCCC has agreed to extend the CCH Group's bottlers' agreements until 2023. CCHBC has also received renewed confirmation of support for the transaction from other CCH shareholders who, together with Kar-Tess Holding and TCCC, hold a combined total of approximately 60% of the issued share capital of CCH. In light of these expressions of support, CCHBC does not intend to ask those shareholders to extend the tender commitments previously provided to CCHBC beyond their scheduled expiration. CCHBC has further secured the extension of the availability of the financing arrangements for the transaction in order to accommodate the current estimated timeline. CCHBC expects the completion of the voluntary share exchange offer to take place early in the second quarter of 2013. Enquiries
Investor Tel: +30 210 618 3255 Relations Director email: email@example.com
Tel: +30 210 618 Investor 3124 Relations Manager email: firstname.lastname@example.org
Tel: +30 210 618 Investor 3133 Relations Manager email: email@example.com
International media contact:
Guy Lamming Tel: +44 20 7251 3801
Charles email: firstname.lastname@example.org Chichester
email: email@example.com Philip Walters
Greek media contact:
V+O Communications Tel: +30 211 7501223
Mary Andreadi email: firstname.lastname@example.org
About Coca–Cola Hellenic
Coca–Cola Hellenic is the second-largest bottler of products of The Coca–Cola Company in terms of volume with sales of more than 2 billion unit cases. It has a broad geographic footprint with operations in 28 countries serving a population of approximately 579 million people. Coca–Cola Hellenic offers a diverse range of ready-to-drink non-alcoholic beverages in the sparkling, juice, water, sport, energy, tea and coffee categories. Coca–Cola Hellenic is committed to promoting sustainable development in order to create value for its business and for society. This includes providing products that meet the beverage needs of consumers, fostering an open and inclusive work environment, conducting our business in ways that protect and preserve the environment and contribute to the socio-economic development of our local communities.
Coca–Cola Hellenic's shares are listed on the Athens Exchange (ATHEX: EEEK), with a standard listing on the London Stock Exchange (LSE: CCB). Coca–Cola Hellenic's American Depositary Receipts (ADRs) are listed on the New York Stock Exchange (NYSE: CCH). Coca–Cola Hellenic is included in the Dow Jones Sustainability and FTSE4Good Indexes. For more information, please visit http://www.coca–colahellenic.com/.
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.
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 HellenicADSs, 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 and Coca-Cola Hellenic believe that, as of the date of this announcement, the expectations reflected in the forward-looking statements are reasonable, Coca–Cola HBC AG and Coca-Cola Hellenic cannot assure you that future events will meet these expectations. Moreover, neither Coca–Cola HBC AG nor Coca-Cola Hellenic 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 Hellenic is required by law or the rules of the United Kingdom Financial Services Authority to update these forward-looking statements, Coca–Cola Hellenic will not necessarily update any of these forward-looking statements to conform them either to actual results or to changes in expectations.
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