COCA-COLA HBC S.A.: Regulatory Approval

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 regulatory announcement except on the basis of information
contained in the Prospectus published in connection with 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 and public offering of its
ordinary shares in the UK and, once passported, in Greece and Austria. 
FOR IMMEDIATE RELEASE 
               Coca-Cola Hellenic Bottling Company S.A.                     
Approval of Coca-Cola HBC AG's prospectus regarding admission to trading on the 
   premium segment of the London Stock Exchange and public offering         
Athens, Greece - 7 March 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").  The purpose of the
transaction is to establish a premium listing of its ordinary shares on the
London Stock Exchange in order to: 
better reflect the international nature of CCH's business and shareholder base; 
enhance the liquidity for holders of its ordinary shares; 
improve CCH Group's access to both the international equity and debt capital
markets; 
facilitate the potential inclusion of its ordinary shares in the FTSE UK Index
Series; and 
increase its flexibility in raising new funds to support its operations and
future growth. 
CCHBC announces today that its prospectus for admission to trading of its
ordinary shares to the premium segment of the London Stock Exchange and public
offering of its ordinary shares in the UK and, once passported, in Greece and
Austria (the "Prospectus") has been approved by the U.K. Listing Authority. 
CCHBC expects the acceptance period for the voluntary share exchange offer to
commence later this month and to end in mid-April 2013. The commencement of the
acceptance period for the exchange offer is subject to the approval by the
Hellenic Capital Market Commission and the U.S. Securities and Exchange
Commission. Subject to the successful completion of the voluntary exchange
offer, CCHBC expects admission and commencement of unconditional dealings in
its ordinary shares on the premium segment of the London Stock Exchange towards
the end of April 2013. 
A copy of the Prospectus is available on CCHBC's website at 
www.coca-colahbcag.comand has been submitted to the National Storage Mechanism,
where it is available for inspection at www.hemscott.com/nsm.do. 


    Enquiries
                                                                          


                                                                      
Coca–Cola                                                                 
Hellenic                                                                   
                                                                      
Oya Gur                                                                    
                                                                      
Investor                                             Tel: +30 210 618 3255
Relations                                                                 
Director                                     email: oya.gur@cchellenic.com 


                                                                          
                                                                          


                                                                      
Panagiotis                                                                
Vergis                                                                     
                                                      Tel: +30 210 618
Investor            3124                                                  
Relations                                                                 
Manager                            email: panagiotis.vergis@cchellenic.com 


                                                                          
                                                                          


                                                                      
Eri Tziveli                                                                
                                                      Tel: +30 210 618
Investor            3133                                                  
Relations                                                                 
Manager                                  email: eri.tziveli@cchellenic.com 


                                                                          
                                                                          


                                                                      
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RLM Finsbury                                                               
                                                                      
Guy Lamming                                          Tel: +44 20 7251 3801 
                                                                      
Charles                                 email: guy.lamming@rlmfinsbury.com
Chichester                                                                 
                             email: charles.chichester@rlmfinsbury.com
Philip Walters                                                             
                                 email: philip.walters@rlmfinsbury.com
Charles O'                                                                
Brien                               email: charles.o'brien@rlmfinsbury.com 


                                                                          
                                                                          


                                                                      
Greek media                                                               
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V+O                                                                       
Communications                                        Tel: +30 211 7501223 
                                                                      
Mary Andreadi                                           email: ma@vando.gr 


                                                                          
    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 581 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/. 
                                                                            
Important Notices 
General 
            The exchange offer described herein is addressed to the
shareholders of Coca–Cola Hellenic Bottling Company S.A. ("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.  A separate 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 American depositary shares representing ordinary
shares of Coca-Cola Hellenic ("Coca-Cola Hellenic ADSs"), wherever located, as
set out below. 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 (as set out below) 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 the exchange 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,
any of the Greek information circular, the Prospectus, a declaration of
acceptance or any other document or material relevant thereto (each, a "Greek
Offer Document" and 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 regulatory 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 regulatory 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 relation to each member state of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State
"), this regulatory announcement and any offer to the public of any ordinary
shares (including by means of a resale or other transfer) may not be made in
that Relevant Member State, other than the share exchange offer in the United
Kingdom, Greece or Austria contemplated in the Prospectus (from the time the
Prospectus has been approved by the UK Listing Authority, in its capacity as
the competent authority in the United Kingdom, and published in accordance with
the Prospectus Directive as implemented in the United Kingdom and in the case
of Greece and Austria, passported), except that an offer to the public in that
Relevant Member State of the ordinary shares may be made at any time under the
following exemptions under the Prospectus Directive, if and as they have been
implemented in that Relevant Member State: 
• to legal entities which are qualified investors as defined in the 
Prospectus
Directive; 
• to fewer than 100, or, if the Relevant Member State has implemented the
relevant provisions of the 2010 PD Amending Directive, 150, natural or legal
persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive; or 
• in any other circumstances falling within Article 3(2) of the Prospectus
Directive, 
provided that no such offer of ordinary shares shall result in a requirement
for Coca–Cola HBC AG to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive. 
For the purposes of the provisions above, the expression an "offer to the
public" in relation to any ordinary shares in any Relevant Member State means
the communication in any form and by any means of sufficient information on the
terms of the share exchange offer and the ordinary shares to be offered so as
to enable an investor to decide to accept the share exchange offer, as the same
may be varied in that member state by any measure implementing the Prospectus
Directive in that member state, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in each Relevant Member State and
the expression "2010 PD Amending Directive" means Directive 2010/73/EU. 
Cautionary Statement Regarding Forward-Looking Statements 
            The information contained in this regulatory 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 regulatory announcement or on its
completeness, accuracy or fairness. The information in this regulatory
announcement is subject to change. The dates of the exchange offer and
Admission may change. There is no guarantee that the exchange offer and
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
Admission. 
            This regulatory 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 regulatory 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 regulatory 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. 
END 
-0- Mar/07/2013 18:38 GMT