Filed by Coca-Cola HBC AG and
Coca-Cola Hellenic Bottling Company S.A.
pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rules 14d-2 and 14d-9 under the Securities Exchange Act of 1934
Subject Companies:
Coca-Cola HBC AG
(Commission File No. 132-02769)
Coca-Cola Hellenic Bottling Company S.A.
(Commission File No. 001-31466)
[Letterhead of Coca-Cola HBC Northern Ireland Limited]
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 and the Greek Offer Documents proposed to be published by Coca-Cola HBC AG in due course in connection with the proposed Greek exchange offer and 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 (the “Admission”). A copy of the Prospectus will, following publication, be available from Coca-Cola HBC AG’s website at http://www.coca-colahbcag.com.
The Participants
Coca-Cola Bottlers (Ulster) Limited Share Incentive Plan (the “Plan”)
17 October 2012
Re. Share Exchange Offer by Coca-Cola HBC AG for all of the shares in Coca-Cola Hellenic
Coca-Cola HBC AG (“Coca-Cola HBC”) has announced an offer for all of the ordinary shares of Coca-Cola Hellenic Bottling Company S.A. (“Coca-Cola Hellenic”) in exchange for ordinary shares in Coca-Cola HBC (such offer, the “Share Exchange Offer”). A copy of the announcement is posted on the website at www.coca-colahellenic.com.
Suspension of the Plan
1. This letter is to notify you that the operation of the Plan is suspended until further notice, pending completion of the Share Exchange Offer.
2. As a result of such suspension, no further contributions can be made into the Plan and no further shares in Coca-Cola Hellenic will be purchased. As a result, no further deductions from your payroll will be made in respect of the Plan during the period of suspension.
3. Any unused contributions currently held by the trustee of the Plan (the “Trustee”) will be refunded to you through payroll or by cheque (subject to the deduction of any applicable taxes).
4. The Share Exchange Offer affects all ordinary shares of Coca-Cola Hellenic held by the Trustee on your behalf under the Plan (your “Plan Shares”).
5. Further details of the effect on your Plan Shares and any action you may need to take will be provided in due course. It is expected that further details will be provided at the time the definitive documentation for the Share Exchange Offer, including the Prospectus and Greek Offer Documents (in each case as defined below), are available.
Questions and Answers
6. Attached are some answers to some frequently asked questions, which are intended to provide you with some further guidance on the immediate impact of the Share Exchange Offer and the suspension of the Plan.
Capitalised terms not defined herein have the meaning given to them in the Plan.
This communication is subject to the terms of the attached important notices, which you should read.
If you have any questions, please contact your HR department.
Coca-Cola HBC Northern Ireland Limited
Copy: Equiniti Share Plan Trustees Limited
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. 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 or the United States or to custodians, nominees or trustees of such persons (the “Excluded Shareholders”) may be made only in accordance with the laws of 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, the Greek information circular, the prospectus relating to the ordinary shares of Coca-Cola HBC AG approved by the United Kingdom Listing Authority (the “Prospectus”), a declaration of acceptance and any other document or material relevant thereto (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 any Greek Offer Document in any jurisdiction outside the Hellenic Republic or the United Kingdom (or any documents relating to the U.S. Exchange 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. 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, 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.
It is the responsibility of the Excluded Shareholders wishing to accept an exchange offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the exchange offer. If you are an Excluded Shareholder and have any doubts as to your status, you should consult with your professional advisor in the relevant jurisdiction.
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 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.
Cautionary Statement Regarding Forward-Looking Statements
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, statements regarding the creation of the Replacement Plan, 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 Northern Ireland Limited, Coca Cola HBC AG 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 Northern Ireland Limited, Coca Cola HBC AG and Coca-Cola Hellenic cannot assure you that future events will meet these expectations. Moreover, neither Coca-Cola HBC Northern Ireland Limited nor Coca Cola HBC AG 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 HBC Northern Ireland Limited is required by law to update these forward-looking statements, Coca-Cola HBC Northern Ireland Limited will not necessarily update any of these forward-looking statements to conform them either to actual results or to changes in expectations.