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
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
International
media contact:
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
contact:
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
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/.
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 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.