OPINION OF THE BOARD OF DIRECTORS OF COCA‑COLA HELLENIC BOTTLING COMPANY S.A. ON THE VOLUNTARY SHARE EXCHANGE OFFER OF COCA‑COLA HBC AG
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This regulatory announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any transferable securities referred to in this regulatory announcement except on the basis of information contained in the Prospectus published 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. The voluntary tender offer submitted by Coca‑Cola HBC AG for the acquisition of all shares of Coca-Cola Hellenic Bottling Company S.A. is made solely by the Information Memorandum published in connection therewith and which contains the full terms and conditions of such offer, including details of how it may be accepted. 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 (with a convenience English translation) is 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
OPINION OF THE BOARD OF DIRECTORS OF COCA‑COLA HELLENIC BOTTLING COMPANY S.A. ON THE VOLUNTARY SHARE EXCHANGE OFFER OF COCA‑COLA HBC AG
Athens, Greece – 20 March 2013 – On 11 October 2012, Coca-Cola HBC AG (“Coca‑Cola HBC”) announced an exchange offer to acquire all issued ordinary shares with par value of €1.01 each of Coca-Cola Hellenic Bottling Company S.A. (“Coca-Cola Hellenic”) in order to establish a premium listing of its ordinary shares on the LSE. The exchange offer is comprised of a Greek offer and a U.S. offer. Coca‑Cola HBC has received all requisite approvals for the commencement of the exchange offer. The acceptance period started on 19 March 2013 and will end, for holders of Coca-Cola Hellenic shares, at 2 p.m., Athens time / 7 a.m., New York City time, on 19 April 2013. The deadline for holders of Coca-Cola Hellenic ADSs to tender their ADSs is 18 April 2013, at 5 p.m., New York City time.
The board of directors issued today its opinion on the exchange offer which will be submitted to the HCMC in accordance with Greek law 3461/2006. The opinion of the board is accompanied by a report, dated 19 March 2013, of the independent financial advisor to the Coca-Cola Hellenic board of directors, Jefferies International Limited. The opinion is included as appendix to this announcement and the aforementioned report is provided separately.
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