Approval and Commencement of Statutory Buy-Out
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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 Approval and Commencement of Statutory Buy-Out
Zug, Switzerland – 23 May 2013 – Coca-Cola HBC AG (“Coca-Cola HBC”) today announces that on 22 May 2013, the Hellenic Capital Market Commission (the “HCMC”) approved its application to initiate the buy-out process pursuant to Article 27 of Greek Law 3461/2006 and has resolved, in accordance with Decision 1/644/22.4.2013 (“Decision 1/644”), that the last trading day of the ordinary shares (“Coca-Cola Hellenic Shares”) of Coca-Cola Hellenic Bottling Company S.A. (“Coca-Cola Hellenic”) on the Athens Exchange (the “ATHEX”) will be 6 June 2013 (the “Last Trading Day”).
Upon completion of the buy-out, which is expected to occur on or around 18 June 2013, Coca-Cola HBC will compulsorily acquire the 11,544,493 Coca-Cola Hellenic Shares that it did not acquire in its voluntary tender offer for all Coca-Cola Hellenic Shares (the “Offer”) and Coca-Cola Hellenic will become a wholly owned subsidiary of Coca-Cola HBC.
The consideration payable for each Coca-Cola Hellenic Share subject to the buy-out will be, at the election of the remaining holders, either (a) one ordinary registered share of Coca-Cola HBC (“Coca-Cola HBC Share”) in one of the forms available to such holders in the Offer or (b) €13.58 in cash, reduced by the applicable Greek transfer tax. In either case, Coca-Cola HBC will assume the payment of clearing duties and the remaining holders will not have to pay brokerage commissions, although banks, brokers or other custodians through which Coca-Cola Hellenic Shares are held may impose charges for any services that they may provide to such holders in connection with the buy-out.
To make an election in the buy-out, holders should instruct the operator (usually a bank, broker or other custodian) (the “Operator') of their securities account in the Greek dematerialized securities system (“DSS”) by 5 p.m., Athens time / 3 p.m., London time / 10 a.m., New York City Time, on the Last Trading Day, and authorize their Operator to proceed with all actions necessary to receive the form of consideration they have selected in the buy-out. Election forms are available upon request from the Operators for holders of Cola Hellenic Shares located in Greece and D.F. King & Co. (International: +44 207 920-9700; United States: +1 (212) 325-2000) for holders of Coca-Cola Hellenic Shares located outside of Greece.
Holders of Coca-Cola Hellenic Shares subject to the buy-out should note that (a) if they do not make an election in a timely manner or at all as described above, (b) if they elect to receive Coca-Cola HBC Shares in DSS but do not properly authorize their Operator to receive the selected consideration on their behalf or (c) if they elect to receive CREST depositary interests (“CDIs”) but fail to provide the required information and instructions or provide erroneous or incomplete information and instructions and have otherwise not authorized their Operator to receive Coca-Cola HBC Shares in DSS on their behalf, they will receive, for each Coca-Cola Hellenic Share compulsorily acquired in the buy-out, one Coca-Cola HBC Share as default consideration which will be delivered for their account to the special account that the Greek Loans and Consignments Fund (“LCF”) holds in DSS.
In addition, if holders electing to receive the cash consideration described above do not properly authorize their Operator to receive such consideration on their behalf, they will receive the cash consideration through the LCF as provided under Decision 1/644.
Holders whose share or cash consideration in the buy-out has been delivered to the LCF by Coca-Cola HBC in accordance with Decision 1/644 will need to apply to the LCF and submit all necessary documentation evidencing their entitlement to receive such consideration. For more information on the applicable procedure, the LCF should be contacted at 40 Akadimias Street, 10174 Athens, Greece; +30-213-211-6100.
Coca-Cola HBC expects that trading in the new Coca-Cola HBC Shares issued in the buy-out on the LSE and the ATHEX and trading in the new Coca-Cola HBC American depositary shares, each representing one Coca-Cola HBC share, issued in the buy-out on the New York Stock Exchange will commence as markets open on the trading day following the completion of the buy-out.