Filed by Coca-Cola HBC AG
pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rules 14d-2 and 14d-9 under the Securities Exchange
Act of 1934
Subject Company:
Coca-Cola Hellenic Bottling Company S.A.
Registration Statement File No. 333-184685
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 document 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 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.
Coca-Cola HBC AG
Update on the announced voluntaryshare exchange offer
Zug, Switzerland - 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 announces 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. CCHBC 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.
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. 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 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 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 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 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 regulatory
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 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 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 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 believes that, as of the date of this
regulatory 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 regulatory
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.
