SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2013
Coca-Cola Hellenic Bottling Company S.A.
(Translation of Registrants Name Into English)
Coca-Cola Hellenic Bottling Company S.A.
9 Fragoklissias Street
151 25 Maroussi, Athens
Greece
011-30-210-618-3137
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-4, AS AMENDED (FILE NO. 333-184685) FILED BY COCA-COLA HBC AG WITH THE SECURITIES AND EXCHANGE COMMISSION.
Table of Contents
Press Release of 17 May 2013 Coca-Cola Hellenic Bottling Company SA announces that Coca-Cola HBC AG has submitted an application to the Hellenic Capital Market Commission to initiate the squeeze-out process
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 plcs 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 AGs website at http://www.coca-colahbcag.com. A Greek translation of the Prospectus is also available from Coca-Cola HBC AGs website at http://www.coca-colahbcag.com and the Athens Exchanges website at http://www.ase.gr. A copy of the approved Information Memorandum in Greek is also available from Coca-Cola HBC AGs website at http://www.coca-colahbcag.com, the Athens Exchanges website at http://www.ase.gr and the website of Coca-Cola HBC AGs financial advisor at http://www.credit-suisse.com/prospectus/cch.
FOR IMMEDIATE RELEASE
Coca-Cola Hellenic Bottling Company SA
Announces that Coca-Cola HBC AG has submitted an application to the Hellenic Capital Market Commission to initiate the squeeze-out process
Athens, Greece 17 May 2013 - In accordance with article 27(4) of Greek Law 3461/2006 (the Law), Coca-Cola Hellenic Bottling Company S.A. (Coca-Cola Hellenic) today announces that Coca-Cola HBC AG (Coca-Cola HBC) submitted on 17 May 2013 an application to the Hellenic Capital Market Commission (the HCMC) to initiate the squeeze-out process pursuant to article 27 of the Law following the successful completion of its offer (the Offer) for all registered shares of Coca-Cola Hellenic (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) 13.58 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 Hellenic Oya Gur Investor Relations Director |
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Tel: +30 210 618 3255 email: oya.gur@cchellenic.com |
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Panagiotis Vergis Investor Relations Manager |
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Tel: +30 210 618 3124 email: panagiotis.vergis@cchellenic.com |
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Eri Tziveli Investor Relations Manager |
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Tel: +30 210 618 3133 email: eri.tziveli@cchellenic.com |
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International media contact:
RLM Finsbury Guy Lamming Charles Chichester |
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Tel: +44 20 7251 3801 email: guy.lamming@rlmfinsbury.com email: charles.chichester@rlmfinsbury.com |
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Greek media contact:
V+O Communications Mary Andreadi |
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Tel: +30 211 7501223 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 NARTD 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 HBC has a premium listing on the London Stock Exchange (LSE: CCH) and its shares are listed on the Athens Exchange (ATHEX: EEE). Coca-Cola HBCs 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-colahellenic.com/.
Coca-Cola Hellenic Bottling Company SA, a subsidiary of Coca-Cola HBC, has shares listed on the Athens Exchange (ATHEX: EEEK) and American depositary shares, each representing one Coca-Cola Hellenic ordinary shares, listed on the New York Stock Exchange (NYSE:OCCH).
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 SECs 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 Hellenics future financial position and results; Coca-Cola Hellenics 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 Hellenics recent acquisitions, and restructuring initiatives on Coca-Cola Hellenics business and financial condition; Coca-Cola Hellenics 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 17, 2013 |
Coca-Cola Hellenic Bottling Company SA | |
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By: |
/s/ SPYROS MELLO |
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Name: |
Spyros Mello |
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Title: |
Chief Compliance Officer and Deputy General Counsel |