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 HBC AG
Approval of prospectus regarding admission to trading on the
premium segment of
the London Stock Exchange and public offering
Zug, Switzerland - 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 the 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.com and has been submitted to the National
Storage Mechanism, where it is available for inspection at
www.hemscott.com/nsm.do.
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 theProspectus (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 to trading on the
London Stock Exchange may change. There is no guarantee that the
exchange offer and admission to trading on the London Stock
Exchange 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 to trading on the
London Stock Exchange.
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.