TIDMCCH
RNS Number : 9975E
Coca-Cola HBC AG
17 May 2013
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 document except on the basis of
information contained in the prospectus published on 7 March 2013,
as amended and supplemented from time to time, 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, Greece and Austria (as amended and supplemented
as the case may be, the "Prospectus"). The Greek offer (as defined
at the end of this document) submitted by Coca-Cola HBC AG for the
acquisition of all shares of Coca-Cola Hellenic Bottling Company
S.A. was made solely by the information memorandum published in
connection therewith which contain the full terms and conditions of
such offer (the "Information Memorandum"). A copy of the Prospectus
is available from Coca-Cola HBC AG's website at
http://www.coca-colahbcag.com. A Greek translation of the
Prospectus is also available from Coca-Cola HBC AG's website at
http://www.coca-colahbcag.com and the Athens Exchange's website at
http://www.ase.gr. A copy of the approved Information Memorandum in
Greek is also available from Coca-Cola HBC AG's website at
http://www.coca-colahbcag.com, the Athens Exchange's website at
http://www.ase.gr and the website of Coca-Cola HBC AG's financial
advisor at http://www.credit-suisse.com/prospectus/cch.
FOR IMMEDIATE RELEASE
Coca-Cola HBC AG
Announces that it has submitted an application to the Hellenic
Capital Market Commission to initiate the squeeze-out process
Zug, Switzerland- 17 May 2013 - Coca-Cola HBC AG ("Coca-Cola
HBC") today announces that it has submitted on 17 May 2013 an
application to the Hellenic Capital Market Commission (the "HCMC")
to initiate a squeeze-out process pursuant to article 27 of Greek
Law 3461/2006 following the successful completion of its offer (the
"Offer") for all registered shares of Coca-Cola Hellenic Bottling
Company S.A. (the "Coca-Cola Hellenic Shares"). Upon completion of
the squeeze-out, Coca-Cola HBC will compulsorily acquire the
11,544,493 Coca-Cola Hellenic Shares that it did not acquire in the
Offer.
The consideration payable in the squeeze-out will be, at the
election of each holder of Coca-Cola Hellenic Shares subject to the
squeeze-out, either (a) one new Coca-Cola HBC ordinary registered
share ("Coca-Cola HBC Share") in one of the forms available in the
Offer, or (b) EUR13.58 in cash, reduced by the applicable transfer
tax. Holders of Coca-Cola Hellenic Shares subject to the
squeeze-out should note that if they do not make an election or if
they elect to receive Coca-Cola HBC Shares in the Greek
dematerialised securities system but do not authorise their
operators to receive the Coca-Cola HBC Shares, they will receive,
for each Coca-Cola Hellenic Share, one Coca-Cola HBC Share
delivered for their account to the Greek Loans and Consignments
Fund.
Details of the buy-out procedure will be announced by Coca-Cola
HBC upon approval of its request by the HCMC.
Enquiries
Coca--Cola HBC AG Tel: +30 210 618 3255
Oya Gur email:
Investor Relations Director oya.gur@cchellenic.com
Panagiotis Vergis Tel: +30 210 618 3124
Investor Relations Manager email: panagiotis.vergis@cchellenic.com
Eri Tziveli Tel: +30 210 618 3133
Investor Relations Manager email: eri.tziveli@cchellenic.com
Corporate brokers:
Credit Suisse Tel: +44 20 7888 8888
George Maddison email: george.maddison@credit-suisse.com
Tristan Lovegrove email: tristan.lovegrove@credit-suisse.com
J.P. Morgan Cazenove Tel: +44 20 7251 3801
Laurence Hollingworth email: laurence.hollingworth@jpmorgancazenove.com
James Mitford email: james.mitford@jpmorgancazenove.com
International media
contact:
RLM Finsbury Tel: +44 20 7251 3801
Guy Lamming email: guy.lamming@rlmfinsbury.com
Charles Chichester email: charles.chichester@rlmfinsbury.com
Greek media contact:
V+O Communications Tel: +30 211 7501223
Mary Andreadi email: ma@vando.gr
About Coca--Cola Hellenic Group
Coca-Cola HBC 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 HBC offers a diverse range of
ready-to-drink non-alcoholic beverages in the sparkling, juice,
water, sport, energy, tea and coffee categories. Coca-Cola HBC 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 its business in
ways that protect and preserve the environment and contribute to
the socio-economic development of the local communities.
Coca-Cola HBChas a premium listing on the London Stock Exchange
(LSE: CCH) and its shares are listed on the Athens Exchange (ATHEX:
EEE). Coca-Cola HBC's American depositary shares (ADSs) are listed
on the New York Stock Exchange (NYSE: CCH). Coca-Cola HBC is
included in the Dow Jones Sustainability and FTSE4Good Indexes. For
more information, please visit http://www.coca-colahbcag.com/.
Important Notices
General
The offer described herein has been 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 tender offer was made in the
territory of the Hellenic Republic and to the public in the United
Kingdom and Austria (the "Greek offer"). A separate U.S. exchange
offer (the "U.S. offer") has been 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. Investors located in the United States
who participated in the Greek offer or exercise their sell-out
rights or make an election in the Greek statutory squeeze-out under
Greek law will not be afforded the rights and protections that are
provided under the U.S. federal securities laws as they relate to
tender offers. The making of the exchange offer to or the exercise
of any sell-out rights or the making of any election in the Greek
statutory squeeze-out by 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.
The exchange offer has not been 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 Information
Memorandum, 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 document or of the Prospectus
in any jurisdiction outside the Hellenic Republic, the United
Kingdom or Austria or of any of the other Greek Offer Documents in
any jurisdiction outside the Hellenic Republic (or any documents
relating to the U.S. offer other than in the United States or to
holders of 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. offer has been 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.
Coca-Cola HBC AG ("Coca-Cola HBC") has filed with the U.S.
Securities and Exchange Commission (the "SEC") a registration
statement on Form F-4, which includes an offer to
exchange/prospectus. Coca-Cola Hellenic has filed a related
solicitation/recommendation statement on Schedule 14D-9 with the
SEC. This document is not a substitute for the registration
statement, offer to exchange/prospectus or any other offering
materials or other documents that Coca-Cola HBC or Coca-Cola
Hellenic have filed or will file with the SEC or have sent or will
send to shareholders. INVESTORS ARE URGED TO READ ANY DOCUMENTS
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 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 document 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 document (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 document 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 in the
United Kingdom, Greece or Austria as contemplated in the
Prospectus, 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 offer and
the ordinary shares to be offered so as to enable an investor to
decide to accept such 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 document 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 document or on its
completeness, accuracy or fairness. The information in this
document is subject to change.
This document 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 plans for
Coca-Cola Hellenic and for Coca-Cola HBC following completion of
the exchange offer; 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 and Coca-Cola Hellenic believe that, as
of the date of this document, the expectations reflected in the
forward-looking statements are reasonable, Coca-Cola HBC and
Coca-Cola Hellenic cannot assure you that future events will meet
these expectations. Moreover, neither Coca-Cola HBC 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 document, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSFFSUWFDSEDI
Coca-cola Hbc (LSE:CCH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Coca-cola Hbc (LSE:CCH)
Historical Stock Chart
From Jul 2023 to Jul 2024