CCH Coca-cola Hbc Ag

TIDM59UL TIDMCCH TIDMTTM

RNS Number : 9301Q

Coca-Cola HBC Finance B.V.

03 March 2016

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON.

3 March 2016

COCA-COLA HBC FINANCE B.V. ANNOUNCES AN INVITATION TO PURCHASE NOTES FOR CASH

Coca-Cola HBC Finance B.V. (the "Company") has today launched an invitation to holders of its EUR600,000,000 4.250 per cent. Notes due 2016 guaranteed by Coca-Cola HBC AG and Coca-Cola HBC Holdings B.V. (the "Notes") to tender such Notes for purchase by the Company for cash (the "Offer").

The Offer is being made on the terms and subject to the conditions set out in a tender offer memorandum dated 3 March 2016 (the "Tender Offer Memorandum") and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

The Offer

 
 Description of the                   Outstanding Nominal                    Indicative Purchase    Amount subject to 
        Notes              ISIN             Amount          Purchase Yield         Price 1              the Offer 
--------------------  -------------  --------------------  ---------------  --------------------  -------------------- 
   EUR600,000,000      XS0466300257     EUR600,000,000      0.00 per cent.    102.903 per cent.        Any and all 
   4.250 per cent. 
  Notes due 2016 of 
    Coca-Cola HBC 
    Finance B.V. 
--------------------  -------------  --------------------  ---------------  --------------------  -------------------- 
 

1 Determined in the manner described in "Purchase Price and Accrued Interest Payment" below and assuming the Settlement Date is 11 March 2016. Should the Settlement Date be postponed, the Purchase Price in respect of the Notes will be recalculated and will be announced, for information purposes only, as provided in the Tender Offer Memorandum.

The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Company of Notes tendered pursuant to the Offer is at the sole discretion of the Company and tenders may be rejected by the Company for any reason. In addition, the Company, in its sole discretion, reserves the right to extend, re-open, amend, waive any condition of or terminate the Offer at any time, subject to applicable laws and as provided in the Tender Offer Memorandum. In addition, the Company announced today its intention to issue new euro-denominated fixed rate notes (the "New Notes"). Whether the Company will accept for purchase Notes validly tendered in the Offer is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the "New Financing Condition"). The Company intends to announce its decision of whether to accept valid tenders of Notes pursuant to the Offer and, if so accepted, the Purchase Price and the aggregate nominal amount of the Notes accepted for purchase as soon as possible on 10 March 2016.

Rationale for the Offer

The purpose of the Offer is to retire the Notes prior to their maturity in order to improve the Company's debt profile. The Company expects to retire and cancel any Notes purchased pursuant to the Offer.

Purchase Price and Accrued Interest Payment

The Company will pay a cash purchase price (the "Purchase Price") for Notes accepted by it for purchase pursuant to the Offer, and the Company will also pay an Accrued Interest Payment in respect of such Notes.

The Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the scheduled maturity date of the Notes, minus (b) the relevant Accrued Interest, which will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes, and is intended to reflect a yield to maturity of the Notes on the Settlement Date based on the Purchase Yield.

The calculation of the Purchase Price and Accrued Interest will be made by the Company in its sole and absolute discretion and such calculations will be final and binding on Holders, absent manifest error.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price pursuant to the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4:00pm (London time) on 9 March 2016 (the "Expiration Deadline"). Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tenders of the Notes for purchase must be made to the Company in accordance with the procedures set out in the Tender Offer Memorandum.

Holders wishing to participate in the Offer must deliver, or arrange to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.

Expected Timetable of Events

The times and dates below are indicative only.

 
 Events                                                                 Times and Dates 
                                                                         (All times are London time) 
 Commencement of the Offer 
 Offer announced. Tender Offer Memorandum available from the Tender     Thursday, 3 March 2016 
 Agent. 
 Expiration Deadline 
 Final deadline for receipt of valid Tender Instructions by the         4.00 p.m. on Wednesday, 9 March 2016 
 Tender Agent in order for Noteholders 
 to be able to participate in the Offer. 
 Announcement of Offer Results 
 Announcement of whether the Company will accept (subject to            As soon as possible on Thursday, 10 March 2016 
 satisfaction of the New Financing 
 Condition on or prior to the Settlement Date) valid tenders of Notes 
 pursuant to the Offer 
 and, if so accepted, the Purchase Price and the aggregate nominal 
 amount of the Notes accepted 
 for purchase. 
 Expected Settlement Date for the Offer 
 Subject to satisfaction of the New Financing Condition on or prior     Friday, 11 March 2016 
 to the Settlement Date, 
 expected Settlement Date for the Offer. 
 

The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate the Offer. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service.

Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

For Further Information

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:

The Dealer Managers

Credit Suisse Securities (Europe) Limited

One Cabot Square

Canary Wharf

London E14 4QJ

United Kingdom

Telephone: +44 20 7883 8763

Attention: Liability Management Group

Email: liability.management@credit-suisse.com

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Telephone: +44 20 7545 8011

Attention: Liability Management Group

Email: liability.management@db.com

Société Générale

10 Bishops Square

London E1 6EG

United Kingdom

Telephone: +44 20 7676 7579

Attention: Liability Management

Email: liability.management@sgcib.com

The Tender Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: Thomas Choquet

Email: cchbc@lucid-is.com

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.

Disclaimer

March 03, 2016 04:24 ET (09:24 GMT)

This information is provided by RNS

The company news service from the London Stock Exchange

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March 03, 2016 04:24 ET (09:24 GMT)