UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

Copies to:

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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(1)                                  Percentage calculated based on 363,123,372 ordinary shares issued and outstanding as of October 22, 2012 (which excludes 3,430,135 ordinary shares held by Coca-Cola Hellenic Bottling Company, S.A., in treasury).

 

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Item 1. Security and Issuer.

 

This statement on Schedule 13D (this “Statement”) relates to the ordinary shares of nominal value €1.01 per ordinary share of Coca-Cola Hellenic Bottling Company, S.A., a Greek corporation (“Coca-Cola Hellenic”) and American depositary shares (“ADSs”), each representing one ordinary share of Coca-Cola Hellenic.  The principal executive offices of Coca-Cola Hellenic are located at 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece.

 

Kar-Tess Holding, Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis and Mr. Anastassis David previously filed a statement on Schedule 13G to report their ownership of certain of the securities reported herein.

 

Item 2. Identity and Background.

 

This Statement is being jointly filed by Coca-Cola HBC AG (“CCHBC”), Kar-Tess Holding, Boval S.A., Usoni S.A. (“Usoni”), O&R Holdings Ltd. (“O&R Holdings”) and Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis and Mr. Anastassis David (collectively, the “Reporting Persons”).

 

CCHBC

 

CCHBC is a stock corporation (Aktiengesellschaft / société anonyme) organized under the laws of Switzerland.  CCHBC was incorporated by Kar-Tess Holding in order to facilitate the Exchange Offer (as defined below), which was announced on October 11, 2012.  CCHBC has no operations and no material assets or liabilities other than in connection with the Exchange Offer.  The principal business and office address of CCHBC is Baarerstrasse 14, CH-6300 Zug, Switzerland.  The name, business address, present principal occupation or employment, and citizenship of each director of CCHBC (including Reporting Persons who are directors of CCHBC) are set forth on Schedule I attached hereto, and are incorporated herein by reference.  CCHBC does not have any executive officers.

 

During the last five years, neither CCHBC nor, to the knowledge of CCHBC, any of the persons set forth on Schedule I attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Kar-Tess Holding

 

Kar-Tess Holding is the sole shareholder of CCHBC.  Kar-Tess Holding is a Société à responsabilité Limitée organized under the laws of Luxembourg.  The principal business of Kar-Tess Holding is to operate as a holding company.  The principal business and office address of Kar-Tess Holding is 21, Boulevard de la Pétrusse, L-2320 Luxembourg.  The name, business address, present principal occupation or employment, and citizenship of each director of Kar-Tess Holding (including Reporting Persons that are directors of Kar-Tess Holding) are set forth on Schedule II attached hereto, and are incorporated herein by reference.  Kar-Tess Holding does not have any executive officers.

 

During the last five years, neither Kar-Tess Holding nor, to the knowledge of Kar-Tess Holding, any of the persons set forth on Schedule II attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

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Boval S.A.

 

Boval S.A. is the majority shareholder of Kar-Tess Holding. Boval S.A. is a corporation organized under the laws of Luxembourg.  The principal business of Boval S.A. is to operate as a holding company.  The principal business and office address of Boval S.A. is 21, Boulevard de la Pétrusse, L-2320 Luxembourg.  The name, business address, present principal occupation or employment, and citizenship of each director of Boval S.A. (including Reporting Persons that are directors of Boval S.A.) are set forth on Schedule III attached hereto, and are incorporated herein by reference.  Boval S.A. does not have any executive officers.

 

During the last five years, neither Boval S.A. nor, to the knowledge of Boval S.A., any of the persons set forth on Schedule III attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Usoni

 

Usoni is, along with O&R Holdings, a minority shareholder of Kar-Tess Holding.  Usoni is a corporation organized under the laws of Panama.  The principal business of Usoni is to operate as a holding company.  The principal business and office address of Usoni is Via General Nicanor A. de Obarrio, 50th Street, Bancomer Plaza, 4th Floor, Panama City, Panama.  The name, business address, present principal occupation or employment, and citizenship of each director of Usoni (including Reporting Persons that are directors of Usoni) are set forth on Schedule IV attached hereto, and are incorporated herein by reference.  Usoni does not have any executive officers.

 

During the last five years, neither Usoni nor, to the knowledge of Usoni, any of the persons set forth on Schedule IV attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

O&R Holdings

 

O&R Holdings is, along with Usoni, a minority shareholder of Kar-Tess Holding.  O&R Holdings is a corporation organized under the laws of the British Virgin Islands.  The principal business of O&R Holdings is to operate as a holding company.  The principal business and office address of O&R Holdings is 3076 Sir Francis Drake’s Highway, Road Town, Tortola, British Virgin Islands.  The name, business address, present principal occupation or employment, and citizenship of each director of O&R Holdings (including Reporting Persons that are directors of O&R Holdings) are set forth on Schedule V attached hereto, and are incorporated herein by reference.  O&R Holdings does not have any executive officers.

 

During the last five years, neither O&R Holdings nor, to the knowledge of O&R Holdings, any of the persons set forth on Schedule V attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Messrs. G. David, H. Leventis, A. Leventis and A. David

 

The name, residence or business address, present principal occupation or employment, name, principal business and address of any corporation or other organization in which such employment is conducted and the

 

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citizenship of each of Messrs. George A. David, Haralambos K. Leventis, Anastasios P. Leventis and Anastassis David are set forth on Schedule I.

 

During the last five years, none of the above individuals (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

On October 10, 2012, in connection with the announcement of the Exchange Offer, CCHBC received commitments to tender into the Exchange Offer (the “Tender Commitments”) from The Coca-Cola Company and certain other long-term shareholders of Coca-Cola Hellenic (together, the “Tendering Shareholders”) in respect of an aggregate of 135,001,045 ordinary shares of Coca-Cola Hellenic (the “Subject Shares”), representing approximately 37.2% of the total voting rights in Coca-Cola Hellenic (calculated excluding Coca-Cola Hellenic shares held in treasury by Coca-Cola Hellenic, which carry no voting rights).  As described in response to Item 4 below, the Subject Shares have not yet been purchased by CCHBC.  Pursuant to the terms of the Tender Commitments, the Tender Shareholders have undertaken to tender the Subject Shares in the Exchange Offer in exchange of ordinary shares or ADSs representing ordinary shares of CCBHC.

 

Funding for the payment of any cash consideration to be offered in any Greek compulsory buy-out and/or any Greek compulsory sell-out procedures in which CCHBC may engage as further described in response to Item 4 below, together with the funding for Exchange Offer related costs and other expenses, is expected to come from a €550 million syndicated term loan acquisition facility entered into by CCHBC, which is available specifically for this purpose.  For a description of any such compulsory buy-out or sell-out procedures and the related facility, see Item 4 below, which description is incorporated by reference in response to this Item 3.

 

Item 4. Purpose of Transaction.

 

The Exchange Offer

 

On October 11, 2012, CCHBC announced the submission of a voluntary share exchange offer (the “Greek Exchange Offer”) to acquire all of the outstanding ordinary shares of Coca-Cola Hellenic which CCHBC or Kar-Tess Holding did not hold as at October 10, 2012 (the “Date of the Exchange Offer”), consisting of 281,198,488 ordinary shares of Coca-Cola Hellenic representing approximately 77.4% of the total voting rights in Coca-Cola Hellenic (calculated excluding Coca-Cola Hellenic shares held in treasury by Coca-Cola Hellenic, which carry no voting rights).  Kar-Tess Holding has stated that it will tender its 85,355,019 ordinary shares of Coca-Cola Hellenic into the Greek Exchange Offer on the same terms and conditions as other shareholders.  The Date of the Exchange Offer is the date on which CCHBC initiated the Greek Exchange Offer process by informing the Hellenic Capital Markets Commission (the “HCMC”) and the board of directors of Coca-Cola Hellenic of the Greek Exchange Offer and submitted to them a draft of the Greek information circular (the “Information Circular”).  The ordinary shares of Coca-Cola Hellenic are listed and traded on the main market of the Athens Exchange (the “ATHEX”) under the symbol “EEEK”, with a standard listing on the London Stock Exchange (“LSE”) under the symbol “CCB”.

 

In addition, CCHBC simultaneously announced the submission of a separate voluntary share exchange offer, which will be addressed to holders of ordinary shares of Coca-Cola Hellenic who are located in the territory of the United States of America and to holders of ADSs, each representing one ordinary share of Coca-Cola Hellenic, wherever located (the “U.S. Exchange Offer” and, together with the Greek Exchange Offer, the “Exchange Offer”).  ADSs representing ordinary shares of Coca-Cola Hellenic are listed on the New York Stock Exchange (the “NYSE”) under the symbol “CCH” and are traded in the form of American depositary receipts.

 

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In consideration for every ordinary share of Coca-Cola Hellenic lawfully and validly tendered in the Greek Exchange Offer, CCHBC will offer during the acceptance period one new share of CCHBC.  Holders of ordinary shares of Coca-Cola Hellenic outside the United States who tender their ordinary shares of Coca-Cola Hellenic in the Greek Exchange Offer will have the option to receive, for each ordinary share of Coca-Cola Hellenic lawfully and validly tendered in that offer, one uncertificated share of CCHBC or one share of CCHBC represented by a depositary interest (a “CCHBC DI”).  CCHBC DIs will settle through CREST, an electronic settlement system operated in the United Kingdom.

 

Under the U.S. Exchange Offer, holders of ordinary shares of Coca-Cola Hellenic in the United States will have the option to receive, for each ordinary share of Coca-Cola Hellenic lawfully and validly tendered in the U.S. Exchange Offer, either one uncertificated share of CCHBC or one ADS representing one share of CCHBC, but will not be eligible to receive CCHBC DIs.  In consideration for every ADS representing one ordinary share of Coca-Cola Hellenic lawfully and validly tendered in the U.S. Exchange Offer, CCHBC will offer during the acceptance period one ADS representing one share of CCHBC.

 

The purpose of the Exchange Offer by CCHBC is to facilitate a premium listing of the Coca-Cola Hellenic group on the LSE and a listing on the NYSE under a new Swiss holding company. CCHBC will at the same time apply for a parallel listing for the ordinary shares of CCHBC on the ATHEX subject to necessary approvals.  The Exchange Offer is not expected to materially change the Coca-Cola Hellenic group’s current dividend policy. The Exchange Offer may, however, affect the Coca-Cola Hellenic group’s current capitalization, in the event that ordinary shares of Coca-Cola Hellenic are acquired for cash pursuant to the compulsory buy-out and/or compulsory sell-out procedures described below. CCHBC has entered into a committed facility agreement of up to €550,000,000 in order to finance such acquisitions for cash.

 

On October 11, 2012, Coca-Cola Hellenic announced that its board of directors unanimously determined that the Exchange Offer is in the best interests of Coca-Cola Hellenic and all of the holders of Coca-Cola Hellenic shares and Coca-Cola Hellenic ADSs, in their capacity as such, and recommended that holders of Coca-Cola Hellenic shares and Coca-Cola Hellenic ADSs tender their Coca-Cola Hellenic shares and/or Coca-Cola Hellenic ADSs pursuant to the Exchange Offer.

 

Conditions to the Exchange Offer

 

1.               The entry into force of the Exchange Offer is subject to the following conditions:

 

(a)          the United Kingdom Financial Services Authority (the “FSA”) as the United Kingdom Listing Authority (the “UKLA”) shall have approved the prospectus relating to the ordinary shares of CCHBC and the approved prospectus shall have been passported into the Hellenic Republic; and

 

(b)         the Information Circular relating to the Greek Exchange Offer shall have been approved by the HCMC.

 

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2.               Effectiveness of the Exchange Offer is also subject to the condition that at least 326,811,035 ordinary shares of Coca-Cola Hellenic (including ordinary shares of Coca-Cola Hellenic represented by ADSs) corresponding to at least 90% of the total voting rights in Coca-Cola Hellenic (calculated excluding ordinary shares of Coca-Cola Hellenic held in treasury by Coca-Cola Hellenic, which carry no voting rights) shall have been lawfully and validly tendered in the Exchange Offer and not withdrawn as at the end of the acceptance period.  These 326,811,035 ordinary shares of Coca-Cola Hellenic include the 85,355,019 ordinary shares of Coca-Cola Hellenic that Kar-Tess Holding holds and has stated it will tender into the Exchange Offer.  This condition shall be deemed to not have been fulfilled and the Exchange Offer will cease to be in effect if the registration statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the U.S. Exchange Offer shall have not been declared effective by the SEC before the commencement of the acceptance period for the Exchange Offer.

 

3.               Completion of the Exchange Offer is subject to the following conditions:

 

3.1                                 the FSA as the UKLA and the LSE shall have acknowledged to CCHBC or its agent (and such acknowledgment shall not have been withdrawn) before or promptly after the announcement of the results of the Exchange Offer, that:

 

(a)          the application for admission of the shares of CCHBC to the premium listing segment of the Official List and to trading on the LSE’s main market for listed securities has been or will be approved; and

 

(b)         such approval will become effective (upon the issuance of the shares of CCHBC to be issued pursuant to the Exchange Offer and subject to any other conditions reasonably capable of being satisfied prior to or promptly after settlement of the Exchange Offer) as soon as a dealing notice has been issued by the FSA.

 

3.2                                 The approval for listing of the ADSs representing shares of CCHBC on the NYSE subject to notice of issuance.

 

The conditions set out above may be waived in whole or in part only with the approval of the HCMC.  CCHBC does not have any obligation to waive any of these conditions not timely satisfied.  If CCHBC does not waive, or the HCMC does not consent to the waiver of, an unsatisfied condition, the Exchange Offer will lapse and all tendered ordinary shares and ADSs representing ordinary shares of Coca-Cola Hellenic will be returned to holders.

 

The Exchange Offer may also be revoked by CCHBC following approval of the HCMC if there is an unforeseen change of circumstances which is beyond CCHBC’s control and which renders continuation of the Exchange Offer particularly onerous.

 

The Tender Commitments

 

On October 10, 2012, Coca-Cola HBC received commitments from The Coca-Cola Company and certain other long-term shareholders of Coca-Cola Hellenic to tender the Subject Shares, representing in the aggregate approximately 37.2% of the total voting rights in Coca-Cola Hellenic (calculated excluding Coca-Cola Hellenic shares held in treasury by Coca-Cola Hellenic, which carry no voting rights).  Pursuant to the Tender Commitments, each of the Tendering Shareholders has agreed to tender the Subject Shares under its Tender Commitment in the Exchange Offer as promptly as practicable (but not later than the fifth business days) after commencement of the Exchange Offer and to not withdraw them prior to the termination of the applicable Tender Commitment.

 

  The Tendering Shareholders (and their respective Subject Shares) comprise Bonimo Corporation (627,875), Carlcan Holdings Limited (2,138,277), Christos Ioannou (400,000), Credit Suisse International (4,962,045), Crescent Holding GmbH (9,650,000), Ellie Ioannou (637,500), Harmonia Commercial S.A. (1,347,195), Kooky LLC (2,245,326), Leonidas Ioannou (1,000,000), Lucky 70 LLC (2,156,032), Maria Ioannou (300,000), New Argen Holdings Limited (15,234,642), Sammy LLC (84,040), Stelios Ioannou (850,000), Sylvia Christodoulo (2,362,887), The Coca-Cola Company (85,112,078), Utopia Business Company Ltd. (5,388,781) and Zoe 20 LLC (504,367).

 

A copy of the Tender Commitments delivered by The Coca-Cola Company, Crescent Holding GmbH and Credit Suisse International and the forms of the Tender Commitments executed by the other shareholders of Coca-Cola Hellenic mentioned above are attached as Exhibits 99.3 to 99.8 hereto.  The description above is entirely qualified by reference to such exhibits, which are incorporated in their entirety by reference herein.

 

Plans for Coca-Cola Hellenic and Coca-Cola HBC AG Following the Exchange Offer

 

If, at the end of the acceptance period, CCHBC holds ordinary shares of Coca-Cola Hellenic representing at least 90% of the total voting rights in Coca-Cola Hellenic (calculated excluding ordinary shares of Coca-Cola Hellenic held in treasury by Coca-Cola Hellenic, which carry no voting rights), CCHBC will initiate a compulsory buy-out procedure under Greek Law 3461/2006 to cause any remaining holders of ordinary shares of Coca-Cola Hellenic (including ordinary shares of Coca-Cola Hellenic represented by ADSs) to transfer those ordinary shares of Coca-Cola Hellenic to CCHBC.  Holders of ordinary shares of Coca-Cola Hellenic (including ordinary shares of Coca-Cola Hellenic represented by ADSs) that were not acquired in the Exchange Offer will also have the option to sell such shares to CCHBC pursuant to a compulsory sell-out procedure under Greek Law 3461/2006 at any time during the three months after the publication of the results of the Exchange Offer at a price of €13.58 in cash, which is equal to the volume-weighted average market price of ordinary shares of Coca-Cola Hellenic on the ATHEX over the six months ended on October 9, 2012, the last trading day preceding the Date of the Exchange Offer.

 

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It is intended that CCHBC will be the new holding company of the Coca-Cola Hellenic and its subsidiaries following completion of the Exchange Offer.  The Exchange Offer will not cause any change in the business, scope, strategy and focus of the Coca-Cola Hellenic group’s operations.  The Coca-Cola Hellenic group’s current management will continue to lead the Coca-Cola Hellenic group’s business and long-term strategy.  The Coca-Cola Hellenic group’s commitment to Greece will remain unaffected.  Coca-Cola Hellenic will maintain production and distribution of its products in Greece and will continue to operate after the transaction its Group Corporate Service Center in Athens, supporting operations in 28 countries.  There will be no impact on jobs, compensation or benefits for any employees of the Coca-Cola Hellenic group as a result of the transaction.

 

Immediately following the completion of the Exchange Offer, CCHBC’s board of directors will consist of twelve directors, including six non-executive directors, Mr. George A. David (Chairman), Mr. Anastasios P. Leventis (Vice-Chairman), Mr. Anastassis G. David and Mr. Haralambos K. Leventis, each designated by Kar-Tess Holding, and Mr. John Hunter and Mr. Irial Finan, each designated by The Coca-Cola Company. It will also comprise Mr. Dimitris Lois (Chief Executive Officer and Managing Director) and five independent non-executive directors, including Mr. Kent Atkinson, Mr. Antonio D’Amato, Mr. Christos Ioannou, Sir Michael Llewellyn-Smith and Mr. Nigel Macdonald.  Consequently, immediately following the completion of the Exchange Offer, the composition of CCHBC’s board of directors will be consistent with the current composition of Coca-Cola Hellenic’s board of directors.  Following the completion of the Exchange Offer, CCHBC also expects to appoint an additional independent non-executive director to its board of directors such that at least half of the board of directors, excluding the Chairman, will be independent non-executive directors as required by the U.K. Corporate Governance Code.

 

CCHBC’s board of directors will be fully committed to adhering to the principles of good corporate governance reflected in the U.K. Corporate Governance Code and, consistent with Coca-Cola Hellenic’s past practice, will establish an audit committee, a remuneration committee, a nominations committee and a social responsibility committee.

 

If the Exchange Offer is completed, the members of the operating committee of Coca-Cola Hellenic will comprise the operating committee of CCHBC.

 

Kar-Tess Holding and The Coca-Cola Company’s subsidiaries which will hold their shareholding in CCHBC have informed CCHBC of their intention to enter into a shareholders’ agreement governing certain aspects of their respective shareholdings in CCHBC in substantially the same manner as their current shareholders’ agreement regarding their respective shareholdings in Coca-Cola Hellenic.

 

In addition, upon completion of the Exchange Offer, CCHBC, Kar-Tess Holding and The Coca-Cola Company’s subsidiaries which will hold their shareholding in CCHBC intend to enter into a relationship agreement that will be on substantially the same terms as the relationship agreement currently in place between Coca-Cola Hellenic, Kar-Tess Holding and The Coca-Cola Company’s subsidiaries which will hold their shareholding in CCHBC.  This agreement will set forth certain safeguards to ensure that CCHBC operates independently of Kar-Tess Holding and The Coca-Cola Company.

 

The Coca-Cola Company has informed Coca-Cola Hellenic that it will extend the term of the existing bottlers’ agreements between Coca-Cola Hellenic and its subsidiaries and The Coca-Cola Company through 2023.

 

After completion of the Exchange Offer, Kar-Tess Holding intends to transfer the ordinary shares of CCHBC representing CCHBC’s initial share capital of CHF 100,000 to CCHBC in return for a payment equal to the par value of such shares (plus the amount of any additional equity injections, if any) in order to avoid a dilution of the tendering Coca-Cola Hellenic shareholders. This payment will be made in accordance with Swiss law after shareholder approval of the CCHBC financial statements as of and for the period ended December 31, 2012.

 

Following Coca-Cola HBC’s announcement of the exchange offer, the Coca-Cola Hellenic Employee Share Purchase Plan and the Coca-Cola Bottlers (Ulster) Limited Share Incentive Plan have been suspended pending completion of the exchange offer.  As a result of such suspension, no further employee contributions may be made

 

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into the Plans and no further Coca-Cola Hellenic Shares will be purchased pursuant to the Plans.  Coca-Cola HBC intends, subject to applicable legal constraints and to the extent practicable, to put in place new plans with terms substantially similar to those of the existing Plans.

 

Additional Information

 

The ordinary shares of Coca-Cola Hellenic are currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Upon completion of the Exchange Offer, the ordinary shares of Coca-Cola Hellenic may be eligible for termination of registration under the Exchange Act.  Upon completion of the Exchange Offer, CCHBC intends to cause Coca-Cola Hellenic to terminate the current standard listing of its ordinary shares on the LSE, to terminate its deposit agreement in respect of the ADS representing ordinary shares of Coca-Cola Hellenic, to request that such ADSs be removed from listing on the NYSE and, when possible, to deregister such ADSs under Exchange Act.

 

CCHBC may continue to acquire ordinary shares of Coca-Cola Hellenic as a result of the Exchange Offer, any compulsory buy-out and/or compulsory sell-out following the Exchange Offer, or (if and to the extent permitted by applicable law) otherwise.

 

Other than as described in this Item 4, none of the Reporting Persons currently has any plans or proposals which relate to, or may result in, any of the matters listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

The Exchange Offer described in this Statement and the Exhibits hereto has not yet commenced.  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 ADSs 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.

 

CCHBC and Coca-Cola Hellenic may be required to file materials relevant to the U.S. Exchange Offer with 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 CCHBC 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 Statement 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 Statement (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.

 

Item 5. Interest in Securities of the Issuer.

 

The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference in this Item 5.

 

a)              CCHBC owns no ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic.  For purposes of Rule 13d-3 under the Exchange Act, however, as a result of the Tender Commitments, CCHBC and each of the other Reporting Persons may be deemed to possess beneficial ownership of an aggregate of 135,001,045 ordinary shares of Coca-Cola Hellenic, representing approximately 37.2% of the ordinary shares of Coca-Cola Hellenic (calculated excluding ordinary shares of Coca-Cola Hellenic held in treasury by Coca-Cola Hellenic, which carry no voting rights).  Each of the Reporting Persons and the other persons listed in Schedules I to V disclaims beneficial ownership of such shares, and this

 

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Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner for any purpose of such shares.

 

In addition, Kar-Tess Holding directly owns an aggregate of 85,355,019 ordinary shares of Coca-Cola Hellenic, representing approximately 23.5% of the outstanding ordinary shares of Coca-Cola Hellenic (calculated excluding ordinary shares of Coca-Cola Hellenic held in treasury by Coca-Cola Hellenic, which carry no voting rights), and Kar-Tess Holding, Boval S.A., Usoni, O&R Holdings, Mr. Anastassis David, Mr. George A. David, Mr. Anastasios P. Leventis and Mr. Haralambos K. Leventis (together, the “Kar-Tess Group”), along with The Coca-Cola Export Corporation, Barlan, Inc., Atlantic Industries, Coca-Cola Overseas Parent Ltd, Refreshment Product Services, Inc. and CCHBC Grouping, Inc. (the “Coca-Cola Company Entities”) may be may be deemed as a group to have beneficial ownership of ordinary shares of Coca-Cola Hellenic as a result of Kar-Tess Holding and the Coca-Cola Company Entities being signatories to the Amended and Restated Shareholders’ Agreement (the “Amended and Restated Shareholders’ Agreement”), dated December 19, 2008, between Kar-Tess Holding and the Coca-Cola Company Entities, as attached hereto as Exhibit 99.2 and incorporated by reference herein.  As of the date hereof, the Coca-Cola Company Entities directly own an aggregate of 85,112,078 ordinary shares of Coca-Cola Hellenic, comprising 28,774,369 ordinary shares held by Atlantic Industries, 10,833,612 ordinary shares held by Refreshment Products Services Incorporated, 497,566 ordinary shares held by Barlan, Inc., 3,561 shares held by The Coca-Cola Export Corporation, and 45,002,970 ordinary shares held by Coca-Cola Overseas Parent.  The Coca-Cola Company Entities collectively own 23.4% of the ordinary shares of Coca-Cola Hellenic (calculated excluding ordinary shares of Coca-Cola Hellenic held in treasury by Coca-Cola Hellenic, which carry no voting rights).  Each member of the Kar-Tess Group and the other persons listed in Schedules II to V disclaims beneficial ownership of such shares, and this Statement shall not be construed as an admission that any member of the Kar-Tess Group is the beneficial owner for any purpose of such shares.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any member of the Kar-Tess Group or any of the other persons listed in Schedules II to V that it is the beneficial owner of the ordinary shares held by the Coca-Cola Company Entities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed by any such member.

 

As of the date hereof, Mr. Patrick K. Oesch, a director of CCHBC and Boval S.A., beneficially owns an aggregate of 2,000 ordinary shares of Coca-Cola Hellenic.

 

As of the date hereof, Mrs. Danielle Schroeder, a director of Boval S.A. and Kar-Tess Holding, beneficially owns an aggregate of 8,250 ordinary shares of Coca-Cola Hellenic.

 

Except as set forth in this Statement, (1) neither CCHBC nor, to the best of CCHBC’s knowledge as of the date hereof, any of the directors named in Schedule I hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (2) neither Kar-Tess Holding nor, to the best of Kar-Tess Holding’s knowledge as of the date hereof, any of the directors named in Schedule II hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (3) neither Boval S.A. nor, to the best of Boval S.A.’s knowledge as of the date hereof, any of the directors named in Schedule III hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (4) neither Usoni nor, to the best of Usoni’s knowledge as of the date hereof, any of the directors named in Schedule IV hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (5) neither O&R Holdings nor, to the best of O&R Holdings’ knowledge as of the date hereof, any of the directors named in Schedule V hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic and (6) none of Messrs. George A. David, Haralambos K. Leventis, Anastasios P. Leventis and Anastassis David owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic.

 

b)             Upon execution of the Tender Commitments, CCHBC and each other Reporting Persons may be deemed to have acquired “beneficial ownership” (as defined in Rule 13d-3 promulgated under the Exchange Act) of the Subject Shares, because pursuant to the Tender Commitments, the Reporting Persons may be deemed to have acquired the shared power to dispose or to direct the disposition of an aggregate of

 

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135,001,045 ordinary shares of Coca-Cola Hellenic, representing approximately 37.2% of the ordinary shares of Coca-Cola Hellenic (calculated excluding ordinary shares of Coca-Cola Hellenic held in treasury by Coca-Cola Hellenic, which carry no voting rights).

 

As a result of the Amended and Restated Shareholders’ Agreement, each member of the Kar-Tess Group and each of the Coca-Cola Company Entities may be deemed to hold shared voting power and shared dispositive power over 170,467,097 ordinary shares of Coca-Cola Hellenic (comprising 85,112,078 ordinary shares directly owned by the Coca-Cola Company Entities and 85,355,019 ordinary shares directly owned by Kar-Tess Holding).

 

The Amended and Restated Shareholders’ Agreement includes, among other things, the following restrictions on Kar-Tess Holding and the Coca-Cola Company Entities:

 

Restrictions on Transfer

 

The Amended and Restated Shareholders’ Agreement prohibits any sale of Coca-Cola Hellenic shares owned by Kar-Tess Holding or the Coca-Cola Company Entities if, as a result of such sale, (i) the combined shareholdings of Kar-Tess Holding and the Coca-Cola Company Entities would not exceed 44% (40% after December 31, 2013), (ii) the shareholding of the Coca-Cola Company Entities would not exceed 22% (20% after December 31, 2013) or (iii) the shareholding of Kar-Tess Holding would not exceed 22% (20% after December 31, 2013), of the outstanding shares of Coca-Cola Hellenic.  However, Kar-Tess Holding and the Coca-Cola Company Entities have also agreed to negotiate in good faith an agreement that allows transfer of ordinary shares of Coca-Cola Hellenic below the 44% (40% after December 31, 2013) minimum threshold provided that they continue to jointly control Coca-Cola Hellenic in the event a party seeks to reduce the combined shareholding below such level.

 

Kar-Tess Holding will give the Coca-Cola Company Entities ten days prior notice of any proposed acquisition of ordinary shares of Coca-Cola Hellenic by Kar-Tess Holding or its affiliates, and the Coca-Cola Company Entities will give Kar-Tess Holding ten days prior notice of any proposed acquisition of ordinary shares of Coca-Cola Hellenic by the Coca-Cola Company Entities or their affiliates.

 

Composition of Coca-Cola Hellenic Board of Directors

 

Kar-Tess Holding and the Coca-Cola Company Entities agreed in the Amended and Restated Shareholders’ Agreement that the composition of the board of directors of Coca-Cola Hellenic would be twelve directors, comprising:

 

·                  two directors designated by the Coca-Cola Company Entities;

·                  four directors, including the chairman of the board of directors, designated by Kar-Tess Holding; and

·                  the remaining directors jointly designated by Kar-Tess Holding and the Coca-Cola Company Entities.

 

Kar-Tess Holding and the Coca-Cola Company Entities have also agreed to cast the votes attaching to their ordinary shares of Coca-Cola Hellenic so that each other’s nominees are elected to the Coca-Cola Hellenic board of directors and, in the event that there are more or less than twelve directors on the Coca-Cola Hellenic board, so that Kar-Tess Holding and the Coca-Cola Company Entities maintain their respective proportional representation on the Coca-Cola Hellenic board of directors.  In the event of a tied vote of the board of directors of Coca-Cola Hellenic, the Chairman of the board of directors of Coca-Cola Hellenic shall have the deciding vote.

 

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Decisions of the Coca-Cola Hellenic Board of Directors

 

Kar-Tess Holding and the Coca-Cola Company Entities have agreed to seek to convene an extraordinary general meeting of the Coca-Cola Hellenic shareholders to replace the Coca-Cola Hellenic board of directors in the event a resolution is passed by the Coca-Cola Hellenic board of directors in circumstances where a representative director of either Kar-Tess Holding or the Coca-Cola Company Entities has voted against such resolution to:

 

·                 engage in any business other than the bottling of beverages and any business incidental to this business;

·                 incur any indebtedness, including in the form of guarantees, or approve capital expenditures in excess of  €30 million;

·                 enter into any arrangements providing for payments or other consideration in excess of €30 million;

·                 sell, lease, exchange, transfer or otherwise dispose of all or substantially all of the Coca-Cola Hellenic assets or sell the majority of the value of the Coca-Cola Hellenic assets, if not in the ordinary course of business, unless such sale is in connection with a sale-leaseback transfer;

·                 appoint or dismiss the managing director of Coca-Cola Hellenic; or

·                 approve the Coca-Cola Hellenic annual budget and annual business plan.

 

Shareholder Approvals

 

Kar-Tess Holding and the Coca-Cola Company Entities have agreed to consult before every vote and to vote against any proposal where either of them has indicated its intention to reject such proposal, on any of the following matters:

 

·                 a modification of the Coca-Cola Hellenic articles of association;

·                 any increase or decrease of the Coca-Cola Hellenic share capital;

·                 the merger or consolidation of Coca-Cola Hellenic with or into another company;

·                 the liquidation or dissolution of Coca-Cola Hellenic; or

·                 the general assignment for the benefit of creditors of, or the appointment of a custodian, receiver or trustee for all or any part of the Coca-Cola Hellenic assets.

 

Termination

 

The Amended and Restated Shareholders’ Agreement will remain in force unless there is a breach of the Amended and Restated Shareholders’ Agreement and the non-breaching party elects to terminate the agreement, Kar-Tess Holding and the Coca-Cola Company Entities agree in writing to terminate the agreement or Coca-Cola Hellenic ceases to exist.  The Amended and Restated Shareholders’ Agreement has a five year term and will expire on December 31, 2013, with an automatic renewal for a further five year term expiring on December 31, 2018.  After December 31, 2018, the Amended and Restated Shareholders’ Agreement may be terminated by either Kar-Tess Holding or the Coca-Cola Company Entities on three months’ written notice.

 

Notwithstanding the termination of the Amended and Restated Shareholders’ Agreement, for so long as either Kar-Tess Holding or any of the Coca-Cola Company Entities is a shareholder in Coca-Cola Hellenic, each of Kar-Tess Holding and the Coca-Cola Company Entities will vote their ordinary shares of Coca-Cola Hellenic against any proposal to liquidate or dissolve Coca-Cola Hellenic unless they have separately agreed to the contrary.

 

To the Kar-Tess Group’s knowledge, The Coca-Cola Company is a corporation organized under the laws of Delaware with principal business and office address at One Coca-Cola Plaza, Atlanta, Georgia, United

 

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States and its principal business is owning or licensing and marketing nonalcoholic beverage brands through a network of owned or controlled bottling and distribution operations as well as independently owned bottling partners, distributors, wholesalers and retailers.  During the last five years, to the knowledge of the Kar-Tess Group, The Coca-Cola Company (1) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

As of the date hereof, Mr. Patrick K. Oesch has sole voting power and sole dispositive power over 2,000 ordinary shares of Coca-Cola Hellenic.

 

As of the date hereof, Mrs. Danielle Schroeder has sole voting power and sole dispositive power over 8,250 ordinary shares of Coca-Cola Hellenic.

 

c)              Except for the transactions described herein, (1) neither CCHBC nor, to the best of CCHBC’s knowledge as of the date hereof, any of the directors named in Schedule I hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (2) neither Kar-Tess Holding nor, to the best of Kar-Tess Holding’s knowledge as of the date hereof, any of the directors named in Schedule II hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (3) neither Boval S.A. nor, to the best of Boval S.A.’s knowledge as of the date hereof, any of the directors named in Schedule III hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (4) neither Usoni nor, to the best of Usoni’s knowledge as of the date hereof, any of the directors named in Schedule IV hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (5) neither O&R Holdings nor, to the best of O&R Holdings’ knowledge as of the date hereof, any of the directors named in Schedule V hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days and (6) none of Messrs. George A. David, Haralambos K. Leventis, Anastasios P. Leventis and Anastassis David has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days.

 

d)             Other than the shareholders party to the Tender Commitments or as otherwise described in this Item 5, (1) neither CCHBC nor, to the best of CCHBC’s knowledge as of the date hereof, any of the directors named in Schedule I hereto has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic beneficially owned by CCHBC, (2) neither Kar-Tess Holding nor, to the best of Kar-Tess Holding’s knowledge as of the date hereof, any of the directors named in Schedule II hereto has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic beneficially owned by Kar-Tess Holding, (3) neither Boval S.A. nor, to the best of Boval S.A.’s knowledge as of the date hereof, any of the directors named in Schedule III hereto has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic beneficially owned by Boval S.A., (4) neither Usoni nor, to the best of Usoni’s knowledge as of the date hereof, any of the directors named in Schedule IV hereto has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic beneficially owned by Usoni, (5) neither O&R Holdings nor, to the best of O&R Holdings’ knowledge as of the date hereof, any of the directors named in Schedule V hereto has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic beneficially owned by O&R Holdings and (6) none of Messrs. George A. David, Haralambos K. Leventis, Anastasios P. Leventis and Anastassis David has or knows any other person who has the right

 

21

 

 

to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic beneficially owned by him.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The information set forth and/or incorporated by reference in Items 3 through 5 above is hereby incorporated by reference into this Item 6.

 

Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of Coca-Cola Hellenic, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit Number		Description of Exhibit
99.1.		Joint Filing Agreement, dated as of October 22, 2012, by and between Coca-Cola HBC AG, Kar-Tess Holding, Boval S.A., Usoni S.A., O&R Holdings Ltd., George A. David, Anastasios P. Leventis, Haralambos K. Leventis and Anastassis David.
99.2		Amended and Restated Shareholders’ Agreement, dated December 19, 2008 by and among The Coca-Cola Export Corporation, Barlan, Inc., Atlantic Industries, Coca-Cola Overseas Parent Ltd., Refreshment Product Services Inc., CCHBC Grouping, Inc. and Kar-Tess Holding.
99.3		Tender Commitment, dated as of October 10, 2012, by and among The Coca-Cola Company, Coca-Cola HBC AG and Kar-Tess Holding.
99.4		Tender Commitment, dated as of October 10, 2012, by Crescent Holding GmbH.
99.5		Tender Commitment, dated as of October 10, 2012, by Credit Suisse International.
99.6		Tender Commitment Form No. 1.
99.7		Tender Commitment Form No. 2.
99.8		Tender Commitment Form No. 3.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 22, 2012	COCA-COLA HBC AG
	By:	/s/ Ryan Rudolph
	Name:	Ryan Rudolph
	Title:	Director
	By:	/s/ Claudia Goebel
	Name:	Claudia Goebel
	Title:	Director
Dated: October 22, 2012	KAR-TESS HOLDING
	By:	/s/ Danielle Schroeder
	Name:	Danielle Schroeder
	Title:	Director
	By:	/s/ Ryan Rudolph
	Name:	Ryan Rudolph
	Title:	Director
Dated: October 22, 2012	BOVAL S.A.
	By:	/s/ Danielle Schroeder
	Name:	Danielle Schroeder
	Title:	Director
	By:	/s/ Michael Staub
	Name:	Michael Staub
	Title:	Director
Dated: October 22, 2012	USONI S.A.
	By:	/s/ Michael Staub
	Name:	Michael Staub
	Title:	Director
Dated: October 22, 2012	O&R HOLDINGS LTD.
	By:	/s/ Ryan Rudolph
	Name:	Ryan Rudolph
	Title:	Director
Dated: October 22, 2012		/s/ George A. David
	Name:	George A. David
Dated: October 22, 2012		/s/ Anastasios P. Leventis
	Name:	Anastasios P. Leventis
Dated: October 22, 2012		/s/ Haralambos K. Leventis
	Name:	Haralambos K. Leventis

 

23

 

Dated: October 22, 2012		/s/ Anastassis David
	Name:	Anastassis David

 

24

 

 

SCHEDULE I

 

DIRECTORS OF COCA-COLA HBC AG

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of CCHBC are set forth below.  Unless otherwise indicated, the business address and phone numbers of each director is c/o Coca-Cola HBC AG, Baarerstrasse 14, CH-6300 Zug, Switzerland and +41 41 561 32 43, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Anastassis George David		Director		United Kingdom and Cyprus		Principal Occupation or Employment: Manager and Director Name of Organization: Nephelle Navigation Inc. Principal Business: Ship management Address: 1 Vas. Konstantinou Street, Athens, Greece
George David		Director (Chairman of the Board)		United Kingdom and Cyprus		Principal Occupation or Employment: Director (Chairman of the Board) Name of Organization: Coca-Cola Hellenic Bottling S.A. Principal Business: Production and distribution of non-alcoholic beverages under franchise from The Coca-Cola Company Address: 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece
Claudia Goebel		Director		German		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Anastasios P. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Haralambos K. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Patrick K. Oesch		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Robert Ryan Rudolph		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland

 

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SCHEDULE II

 

DIRECTORS OF KAR-TESS HOLDING

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Kar-Tess Holding are set forth below. The business address and phone numbers of each director is c/o Kar-Tess Holding, 21, Boulevard de la Pétrusse, Boite Postale 436, L-2014 Luxembourg and +352 48 81 81 310, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Anastassis George David		Director		United Kingdom and Cyprus		Principal Occupation or Employment: Manager and Director Name of Organization: Nephelle Navigation Inc. Principal Business: Ship management Address: 1 Vas. Konstantinou Street, Athens, Greece
George David		Director (Chairman of the Board)		United Kingdom and Cyprus		Principal Occupation or Employment: Director (Chairman of the Board) Name of Organization: Coca-Cola Hellenic Bottling S.A. Principal Business: Production and distribution of non-alcoholic beverages under franchise from The Coca-Cola Company Address: 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece
Anastasios P. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Robert Ryan Rudolph		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Danielle Schroeder		Director		Luxembourg		Principal Occupation or Employment: Manager and Director Name of Organization: Sofinex S.A. Principal Business: Chartered accountants, company management Address: 21, Boulevard de la Pétrusse, L-2320 Luxembourg
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland

 

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SCHEDULE III

 

DIRECTORS OF BOVAL S.A.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Boval S.A. are set forth below.  The business address and phone numbers of each director is care of Boval S.A., 21, Boulevard de la Pétrusse, L-2320 Luxembourg, Luxembourg and +352 48 81 81 310, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Anastassis George David		Director		United Kingdom and Cyprus		Principal Occupation or Employment: Manager and Director Name of Organization: Nephelle Navigation Inc. Principal Business: Ship management Address: 1 Vas. Konstantinou Street, Athens, Greece
George David		Director (Chairman of the Board)		United Kingdom and Cyprus		Principal Occupation or Employment: Director (Chairman of the Board) Name of Organization: Coca-Cola Hellenic Bottling S.A. Principal Business: Production and distribution of non-alcoholic beverages under franchise from The Coca-Cola Company Address: 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece
Anastasios P. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Patrick K. Oesch		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph Principal Business: Law firm Address: Am Schanzengraben 29, 8002 Zürich,  Switzerland
Danielle Schroeder		Director		Luxembourg		Principal Occupation or Employment: Manager and Director Name of Organization: Sofinex S.A. Principal Business: Chartered accountants, company management Address: 21, Boulevard de la Pétrusse, L-2320 Luxembourg
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Michael Staub		Director		Switzerland		Principal Occupation or Employment: Director Name of Organization: Alpheus Administration Services AG Principal Business: Family office Address: Toedistrasse 44, 8002 Zürich

 

27

 

SCHEDULE IV

 

DIRECTORS OF USONI S.A.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Usoni are set forth below.  Unless otherwise indicated, the business address and phone numbers of each director is c/o Usoni S.A., Via General Nicanor A. de Obarrio, 50th Street, Bancomer Plaza, 4th Floor, Panama City, Panama and +352 48 81 81 310, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Robert Heberlein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Michael Staub		Director		Switzerland		Principal Occupation or Employment: Director Name of Organization: Alpheus Administration Services AG Principal Business: Family office Address: Toedistrasse 44, 8002 Zürich

 

28

 

SCHEDULE V

 

DIRECTORS OF O&R HOLDINGS LTD.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of O&R Holdings are set forth below.  Unless otherwise indicated, the business address and phone numbers of each director is c/o O&R Holdings Ltd., 3076 Sir Francis Drake’s Highway, Road Town, Tortola, British Virgin Islands and +352 48 81 81 310, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Patrick K. Oesch		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Robert Ryan Rudolph		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland

 

29

 

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
99.1.		Joint Filing Agreement, dated as of October 22, 2012, by and between Coca-Cola HBC AG, Kar-Tess Holding, Boval S.A., Usoni S.A., O&R Holdings Ltd., George A. David, Anastasios P. Leventis, Haralambos K. Leventis and Anastassis David.
99.2		Amended and Restated Shareholders’ Agreement, dated December 19, 2008 by and among The Coca-Cola Export Corporation, Barlan, Inc., Atlantic Industries, Coca-Cola Overseas Parent Ltd., Refreshment Product Services Inc., CCHBC Grouping, Inc. and Kar-Tess Holding.
99.3		Tender Commitment, dated as of October 10, 2012, by and among The Coca-Cola Company, Coca-Cola HBC AG and Kar-Tess Holding.
99.4		Tender Commitment, dated as of October 10, 2012, by Crescent Holding GmbH.
99.5		Tender Commitment, dated as of October 10, 2012, by Credit Suisse International.
99.6		Tender Commitment Form No. 1.
99.7		Tender Commitment Form No. 2.
99.8		Tender Commitment Form No. 3.

 

30

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Coca-Cola HBC AG, a stock corporation (Aktiengesellschaft / société anonyme) organized under the laws of Switzerland, Kar-Tess Holding, a Société à responsabilité Limitée organized under the laws of Luxembourg, Boval S.A., a corporation organized under the laws of Luxembourg, Usoni S.A., a corporation organized under the laws of Panama, O&R Holdings Ltd., a corporation organized under the laws of the British Virgin Islands, George A. David, Anastasios P. Leventis, Haralambos K. Leventis and Anastassis David, agree to the joint filing of a statement on Schedule 13D in respect of the ordinary shares of Coca-Cola Hellenic Bottling Company S.A., including any amendments thereto, further agree that this joint filing agreement be included as an exhibit to such Schedule 13D, and have duly executed this joint filing agreement as of the date set forth below.

 

Dated: October 22, 2012		COCA-COLA HBC AG
		By:	/s/ Ryan Rudolph
		Name:	Ryan Rudolph
		Title:	Director
		By:	/s/ Claudia Goebel
		Name:	Claudia Goebel
		Title:	Director
Dated: October 22, 2012		KAR-TESS HOLDING
		By:	/s/ Danielle Schroeder
		Name:	Danielle Schroeder
		Title:	Director
		By:	/s/ Ryan Rudolph
		Name:	Ryan Rudolph
		Title:	Director
Dated: October 22, 2012		BOVAL S.A.
		By:	/s/ Danielle Schroeder
		Name:	Danielle Schroeder
		Title:	Director
		By:	/s/ Michael Staub
		Name:	Michael Staub
		Title:	Director
Dated: October 22, 2012		USONI S.A.
		By:	/s/ Michael Staub
		Name:	Michael Staub
		Title:	Director
Dated: October 22, 2012		O&R HOLDINGS LTD.
		By:	/s/ Ryan Rudolph
		Name:	Ryan Rudolph
		Title:	Director

 

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Dated: October 22, 2012			/s/ George A. David
		Name:	George A. David
Dated: October 22, 2012			/s/ Anastasios P. Leventis
		Name:	Anastasios P. Leventis
Dated: October 22, 2012			/s/ Haralambos K. Leventis
		Name:	Haralambos K. Leventis
Dated: October 22, 2012			/s/ Anastassis David
		Name:	Anastassis David

 

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Exhibit 99.2

 

EXECUTION VERSION

 

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

 

 

By and among

 

 

The Coca-Cola Export Corporation

 

Barlan Inc.

 

Atlantic Industries

 

Coca-Cola Overseas Parent Ltd

 

Refreshment Product Services Inc.

 

CCHBC Grouping, Inc.

 

 

And

 

 

Kar-Tess Holding S.A.

 

 

19 December 2008

 

 

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

 

TABLE OF CONTENTS

 

SECTION 1: DEFINITIONS		2
SECTION 2: PROCEDURAL MATTERS: EXERCISE OF POWERS		4
2.1	GENERAL UNDERTAKINGS AND AGREEMENTS OF THE SHAREHOLDERS	4
2.2	AMENDMENTS TO ORGANIZATIONAL DOCUMENTS	4
SECTION 3: TRANSFER OR ISSUANCE OF SHARES		4
3.1	RESTRICTIONS ON TRANSFER	4
3.2	SALE OF SHARES — MAINTAINING JOINT CONTROL	5
3.3	ACQUISITION OF SHARES	5
SECTION 4: BOARD OF DIRECTORS		6
4.1	COMPOSITION OF BOARD OF DIRECTORS	6
4.2	VACANCY	7
4.3	SPECIAL QUORUM RULES AND SUPERMAJORITY PROVISIONS	7
4.4	REMOVAL OF THE BOARD OF DIRECTORS	8
SECTION 5: RIGHTS AS SHAREHOLDERS		8
5.1	MATTERS REQUIRING A MAJORITY VOTE OF SHAREHOLDERS	8
5.2	SHAREHOLDER CONSULTATION	9
SECTION 6: REPRESENTATION AND WARRANTIES		9
6.1	REPRESENTATIONS AND WARRANTIES	9
6.2	SURVIVAL OF REPRESENTATIONS	10
SECTION 7: TERMINATION		11
SECTION 8: MISCELLANEOUS		12
8.1	BINDING EFFECT	12
8.2	FURTHER ASSURANCES	12
8.3	NOTICE	12
8.4	ENTIRE AGREEMENT	13
8.5	AMENDMENT	13
8.6	SEVERABILITY	13
8.7	WAIVER	14
8.8	COUNTERPARTS	14
8.9	GOVERNING LAW	14
8.10	ARBITRATION	14
8.11	NO PARTNERSHIP	16
8.12	NO ASSIGNMENT	16
8.13	JOINT AND SEVERAL LIABILITY	16

 

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AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

 

This Shareholders’ Agreement is entered into this 19th day of December 2008 by and among The Coca-Cola Export Corporation, Barlan Inc, Atlantic Industries, Coca-Cola Overseas Parent Ltd, Refreshment Product Services Inc, CCHBC Grouping, Inc. and Kar-Tess Holding S.A.

 

WITNESSETH:

 

WHEREAS, Kar-Tess Holding S.A. (“Kar-Tess”) owns approximately 29.7% of the issued and outstanding shares in Hellenic, as defined below, which either directly or through its subsidiaries acts as the bottler for The Coca-Cola Company trademarked beverages in 29 countries in Europe and in Nigeria; and

 

WHEREAS, the companies constituting the KO Group, as defined below, own approximately 23.4% of the issued and outstanding shares in Hellenic; and

 

WHEREAS, the KO Group and Kar-Tess together own or control a majority of the issued and outstanding shares in Hellenic; and

 

WHEREAS, the KO Group and Kar-Tess are parties to a shareholders’ agreement dated 3 November 1999, as amended on 3 March 2000 and on 7 September 2003 (as so amended the “1999 Shareholders’ Agreement”); and

 

WHEREAS, Socomex S.A., which was a party to the 1999 Shareholders’ Agreement, has been merged with and into Kar-Tess;

 

WHEREAS, Boval S.A., which was a party to the 1999 Shareholders’ Agreement, is no longer a shareholder in Hellenic, having sold all its shares in Hellenic to Kar-Tess; and

 

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WHEREAS, pursuant to the terms of the 1999 Shareholders’ Agreement, either Shareholder may terminate the 1999 Shareholders’ Agreement upon a three month prior written notice to the other Shareholder at any time after 31 December 2008; and

 

WHEREAS, the KO Group and Kar-Tess believe that harmony and continuity of ownership and management is essential to the success of the business of Hellenic and that to preserve such harmony and continuity it is essential to define their relationship as shareholders as hereinafter provided; and

 

WHEREAS, the companies constituting the KO Group have agreed to continue to act together for purposes of exercising their rights as shareholders in Hellenic; and

 

NOW, THEREFORE, in consideration of the mutual premises and covenants hereinafter set forth, the KO Group and Kar-Tess agree to amend and restate the 1999 Shareholders’ Agreement in its entirety to read as follows:

 

SECTION 1: DEFINITIONS

 

In addition to other words and terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below, which meanings shall be applicable to both the singular and plural forms of the terms defined.

 

1.1                                 “1999 Shareholders’ Agreement” shall have the meaning given to such term in the recitals hereto.

 

1.2                                 “Affiliate” of, or a Person “Affiliated” with a specified Person, means a Person who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. Control means ownership of fifty one percent (51%) or more of the voting securities.

 

1.3                                 “Board of Directors” means the Company’s Board of Directors.

 

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1.4                                 “Company” means Coca-Cola Hellenic Bottling Company S.A.

 

1.5                                 “Hellenic” means Coca-Cola Hellenic Bottling Company S.A. and shall also include any successor or assignee corporation or corporations into which or with which the Company may be merged, changed or consolidated, and any assignee of or successor to all or substantially all of the assets of the Company.

 

1.6                                 “Kar-Tess Directors” means the directors in the Company nominated by Kar-Tess.

 

1.7                                 “KO Directors” means the directors in the Company nominated by the KO Group.

 

1.8                                 “KO Group” means The Coca-Cola Export Corporation, Barlan Inc. Atlantic Industries, Coca-Cola Overseas Parent Ltd, Refreshment Product Services Inc. and CCHBC Grouping, Inc.

 

1.9                                 “Organizational Documents” means the Articles of Incorporation of the Company as in force at any given time.

 

1.10                           “Person” means and includes an individual or legal entity, including a partnership, a joint venture, a corporation, a trust, or an unincorporated organization.

 

1.11                           “Parties” means Kar-Tess Holdings S.A., The Coca-Cola Export Corporation, Barlan Inc., Atlantic Industries, Coca-Cola Overseas Parent Ltd, Refreshment Product Services Inc. and CCHBC Grouping, Inc.

 

1.12                           “Shareholder Directors” means the Kar-Tess Directors and KO Directors collectively.

 

1.13                           “Shareholders” means Kar-Tess and the KO Group.

 

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1.14                           “Shares” means all of the issued and outstanding shares of the Company, and any shares which the Company may hereafter authorize and issue, including subscription and other purchase rights relative to any such shares and all securities and obligations convertible into such shares, in each case whether now or hereafter issued.

 

1.15                           “TCCC” means The Coca-Cola Company.

 

SECTION 2: PROCEDURAL MATTERS: EXERCISE OF POWERS

 

2.1                                 General Undertakings and Agreements of the Shareholders.  Each Shareholder agrees to:

 

(a)                                  at all times exercise or cause to be exercised its voting and other rights and vote its shares in a manner that is consistent with Greek law and not contrary to the provisions of this Agreement or the Organizational Documents, and

 

(b)                                 to procure that all persons under their control shall refrain from acting in a manner which will hinder or prevent giving full effect to this Agreement, to the extent permitted by Greek law and any other law applicable to a Shareholder and by the Organizational Documents, as amended pursuant to Article 2.2.

 

2.2                                 Amendments to Organizational Documents. To the extent that the Company’s Organizational Documents are inconsistent with the provisions of this Agreement, the Shareholders agree to take all actions reasonably necessary to effect such amendments to the Organizational Documents as may be reasonably necessary or appropriate to give full effect to the provisions of this Agreement, to the extent authorized under Greek law.

 

SECTION 3: TRANSFER OR ISSUANCE OF SHARES

 

3.1                                 Restrictions on Transfer. No Shareholder shall sell or otherwise transfer any of its Shares, whether owned outright or beneficially, where as a result the Shareholders’ aggregate ownership interest in the voting securities of the Company will no longer

 

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exceed forty four percent (44%) (40% after 31 December, 2013), except as provided in Section 3.2. The KO Group further agrees that, except as provided in Section 3.2, it will not sell or otherwise transfer any of its Shares, where as a result the total aggregate ownership interest of the KO Group in the Company will no longer exceed twenty two percent (22%) (20% after 31 December, 2013). Kar-Tess further agrees that, except as provided in Section 3.2, it will not sell or otherwise transfer any of its Shares, where as a result the total aggregate ownership interest of Kar-Tess in the Company will no longer exceed twenty two percent (22%) (20% after 31 December, 2013). The obligations set out in this clause create contractual obligations on the Parties only and do not constitute restrictions on the legal transferability of the Shares.

 

3.2                                 Sale of Shares — Maintaining Joint Control. In the event that either Shareholder wishes to transfer Shares to a third party or parties so that the Shareholders’ aggregate ownership interest in the voting securities of the Company will no longer exceed forty four percent (44%) (or 40% after December 31, 2013), such transfer shall be contingent on (i) the prior written consent of the non-transferring Shareholder and (ii) agreement between the Shareholders on arrangements to ensure that the Shareholders can continue to exercise joint control in and direct the policies of the Company as contemplated in this Agreement. The Shareholders agree to negotiate in good faith to reach such an agreement.  The Shareholders also agree that the non-transferring Shareholder shall not unreasonably refuse to accept a proposal from the transferring Shareholder for such an agreement. This clause shall not affect the ability of either Shareholder to transfer shares to an Affiliate, provided that such Affiliate immediately becomes a party to this Agreement pursuant to a duly executed amendment hereto, in which case the holders of Shares by such Affiliate shall be counted for purposes of the percentages and calculations hereunder.

 

3.3                                 Acquisition of Shares. The KO Group hereby agrees to give notice in writing to Kar-Tess at least 10 business days in advance of any proposed acquisition of the Company’s Shares by any of the entities comprising the KO Group or by any of the Affiliates of the KO Group, and Kar-Tess hereby agrees to give notice in writing to the KO Group at least 10

 

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business days in advance of any proposed acquisition of the Company’s securities by Kar-Tess or by any of the Affiliates of Kar-Tess. Notwithstanding the preceding sentence, any KO Group Shareholder may transfer Company Shares to any other KO Group Shareholder or to any KO Group Affiliate and Kar-Tess may transfer Company Shares to any Kar-Tess Affiliate, without advance notice. The KO Group and Kar-Tess agree not to disclose, directly or indirectly, to any third party any confidential or non-public information communicated pursuant to this Section 3.3.

 

SECTION 4: BOARD OF DIRECTORS

 

4.1                                 Composition of Board of Directors

 

(a)                                  The Shareholders shall ensure that the Board of Directors of the Company shall consist of twelve (12) members. The Shareholders hereby undertake to vote in the General Meetings of the Company in such a manner as to ensure that these twelve members shall be elected as follows:

 

(i)                                     Two (2) individuals shall be elected on nomination by the KO Group;

 

(ii)                                  Four (4) individuals, including the Chairman of the Board of Directors, shall be elected on nomination by Kar-Tess;

 

(iii)                               The remaining directors upon joint nomination by the Shareholders.

 

(b)                                 If the size of the Board of Directors changes, the Shareholders shall use their voting rights to ensure that the proportion of appointments of the Shareholder Directors in such new Board of Directors shall reflect the proportions set out in article 4.1 (a) above.

 

(c)                                  The Shareholders shall cast their votes in their capacities as Shareholders to ensure that each other’s nominees are elected as Shareholder Directors. Either Shareholder

 

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may at any time and in its sole discretion by notice in writing to the other terminate the nomination of any Shareholder Director nominated by it and nominate another person in his place and the other Shareholder shall join in procuring (so far as they are able and as permitted by Greek or other applicable law) that such action is taken as may be necessary under the Organizational Documents to effect the removal or replacement of the Shareholder Director concerned.

 

(d)                                 The Shareholders shall further ensure that in case of a tied vote of the Board of Directors, the Chairman of the Board of Directors shall have the casting and deciding vote.

 

4.2                                 Vacancy. At any time when a vacancy occurs on the Board of Directors in respect of a director designated by a Shareholder, (i) the directors appointed by the other Shareholder will vote at a meeting of the Board of Directors in favour of a new director designated by the first Shareholder, and the other Shareholder will vote in favour of ratifying such election at the first ordinary or extraordinary meeting of the shareholders that will take place following the election of the new director in question.

 

4.3                                 Special Quorum Rules and Supermajority Provisions. The Shareholders shall ensure that the Organizational Documents shall provide that decisions on the following matters shall require a quorum of eight directors and a positive vote by a two thirds majority of the directors present:

 

(i)                                     engaging in any business other than the bottling of beverages and any business incidental thereto;

 

(ii)                                  incurring, issuing, guaranteeing or assuming any indebtedness or the approval of capital expenditures in excess of EUR 30,000,000;

 

(iii)                               entering in to any agreement, arrangement or contract involving payments or other consideration in excess of EUR 30,000,000;

 

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(iv)                              sale, lease, exchange, transfer or otherwise disposing, directly or indirectly, in a single transaction or a series of transactions of all or substantially all of the assets of the Company, or any sale of a majority of the value of the assets of the Company, in each case, when such disposition is not in the ordinary course of business (unless such sale is undertaken in connection with, or as a part of , a sale-lease back transfer);

 

(v)                                 appointment or dismissal of the Managing Director of the Company;

 

(vi)                              approval of the annual budget; provided, however, that if no new annual budget is approved, the prior year’s budget, adjusted for inflation, will be used in place of the new annual budget until the new annual budget is approved; and

 

(vii)                           approval of any annual business plan submitted by Company management.

 

4.4                                 Removal of the Board of Directors. If for any reasons whatsoever the Board of Directors passes a resolution on any of the matters listed in Section 4.3 notwithstanding the fact that one or more of the Shareholder Directors have voted against such matter, the Shareholders shall, to the extent allowed under Greek law and the Organizational Documents, procure an extraordinary shareholders’ meeting of the Company to be convened and vote their Shares at such extraordinary shareholders’ meeting for replacement of the Board of Directors.

 

SECTION 5: RIGHTS AS SHAREHOLDERS

 

5.1                                 Matters Requiring a Majority Vote of Shareholders. The Shareholders shall take all required actions to provide that the following matters shall require approval by the vote of more than fifty (50) percent of the shareholders at a general or special meeting of

 

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shareholders (or such higher percentage as may be required under the Organizational Documents or Greek law):

 

(i)                                     modify the Organizational Documents;

 

(ii)                                  increase or decrease of capital;

 

(iii)                               merge or consolidate with or into another company;

 

(iv)                              liquidate or dissolve the Company; and

 

(v)                                 make a general assignment for the benefit of creditors or appointment or acquiescence in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Company.

 

5.2                                 Shareholder Consultation. The Shareholders agree that, before any general or special meeting of shareholders at which a matter listed in Section 5.1 above will be considered, their representatives will meet to discuss the proposed action. In the event that either Shareholder states its intention to vote against a proposal in respect of a matter listed in Section 5.1 above, the other Shareholder shall also vote its shares in opposition to that proposal.

 

SECTION 6: REPRESENTATION AND WARRANTIES

 

6.1                                 Representations and Warranties. Each Shareholder represents and warrants to the other Shareholder that as of the date of this Agreement:

 

(a)                                  Power and Organization

 

(i)                                     Each company constituting the Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;

 

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(ii)                                  The Parties constituting the Shareholder have full power and authority to enter into this Agreement;

 

(iii)                               The execution, delivery and performance of this Agreement by the Parties constituting the Shareholder have been duly authorized by all necessary corporate action;

 

(iv)                              This Agreement constitutes a legal, valid and binding obligation of the Parties constituting the Shareholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally; and

 

(v)                                 This Agreement does not violate or constitute a default under its organizational documents or under any material indenture, mortgage, deed of trust, or other instrument, any contractual covenant or any restriction to which it or any of its constituent Parties is a party or by which it or its assets are bound, nor does it violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination, or award presently in effect having applicability to the Shareholder.

 

(b)                                 No Litigation. There are no actions, suits, or proceedings pending or, to its knowledge, threatened against either Shareholder, its constituent Parties or any of their Affiliates in any court or by or before any governmental department, agency, instrumentality, or any arbitrator, in which an adverse decision could be reasonably expected to materially and adversely affect the ability of the Shareholder or its Affiliates to perform its obligations under this Agreement.

 

6.2                                 Survival of Representations. The representations and warranties of the Shareholders made pursuant to this Article 6 regarding the position in effect at the time of execution

 

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and delivery of this Agreement shall survive the consummation of the transactions contemplated herein. Each Shareholder shall be entitled to rely on such representations and warranties made at the date hereof after the execution of this Agreement until the termination of this Agreement.

 

SECTION 7: TERMINATION

 

Termination

 

7.1                                 This Agreement shall terminate, and the Shareholders shall be released of their respective obligations hereunder (a) at such time as the Shareholders agree in writing to terminate this Agreement or (b) if Hellenic ceases to exist; provided however, that notwithstanding any termination of this Agreement, for as long as Kar-Tess or any entities comprising the KO Group are shareholders of Hellenic, Kar-Tess and such entities shall vote their respective shares against any proposal to liquidate or dissolve Hellenic unless the KO Group and Kar-Tess have otherwise agreed. This Agreement shall have a five-year term expiring on 31 December 2013 and, provided that neither Party shall have terminated this Agreement due to a breach by the other Party, shall renew for a further five-year term expiring on 31 December 2018 without further action by the Parties. Either Shareholder may terminate this Agreement upon a three month prior written notice to the other Shareholder at any time after 31 December 2018. The Parties acknowledge that any waiver of the provisions of this Section 7.1 must be expressly stated in writing executed by all Parties.

 

7.2                                 In the event that a Shareholder breaches this Agreement the other Shareholder shall be entitled to terminate this Agreement with immediate effect.

 

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SECTION 8: MISCELLANEOUS

 

8.1                                 Binding Effect. All of the terms, provisions and conditions of this Agreement shall be binding upon and, subject to any applicable restriction on transfer contained herein, inure to the benefit of the Shareholders hereto and their respective successor and assigns.

 

8.2                                 Further Assurances. The Shareholders hereby covenant and agree that they shall execute and deliver such further and other instruments, agreements and writings and do and perform and cause to be done and performed, such further and other acts and things that may be necessary or desirable in order to give full effect to this Agreement and every part of it.

 

8.3                                 Notice. Any notices or communications required or permitted hereunder shall be in writing and shall be delivered by hand, international courier, or facsimile (confirmed by international courier), addressed as follows:

 

 

If to the KO Group:		The Coca-Cola Company
		One Coca-Cola Plaza
		Atlanta, Georgia 30313
		USA
		Attn: Chief Financial Officer
		And General Counsel
		Facsimile: 00 1 404 676 8621 and
			00 1 404 676 7580
If to Kar-Tess:		Kyriakides Georgopoulos & Daniolos Issaias Law Firm
		28 Dimitriou Soutsou Street
		11521 Athens
		Greece
		Facsimile: 00 30 210 6856 657
		Attn: Leonidas Georgopoulos

 

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Either Shareholder may, on fifteen (15) days’ notice given in accordance with this Section 8.3 to the other Shareholder, designate another address or person for receipt of notices hereunder. Notices and communications given hereunder shall be deemed to have been received (i) on receipt in the case of delivery by hand, and (ii) on the day received according to the records of the courier service in the case of notice sent by courier.

 

8.4           Entire Agreement. This Agreement constitutes the entire agreement of the Shareholders with respect to the subject matter hereof, and supersedes all previous agreements by and between the Shareholders, including the 1999 Shareholders’ Agreement as well as all proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the Shareholders related to this Agreement.

 

8.5           Amendment.  This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written amendment signed by all Shareholders hereto.

 

8.6           Severability. In the event that any of the terms of this Agreement are in conflict with any rule of law or statutory provision or are otherwise unenforceable under applicable laws or regulations of any government or subdivision thereof, such terms shall be deemed stricken form this Agreement and shall be replaced by a legal and valid provision that as nearly possible achieves the purpose and effect of the provision declared invalid.  Any finding of invalidity or unenforceability shall not invalidate any of the other terms of this Agreement and this Agreement shall continue in force, unless the invalidity or unenforceability of any such provisions hereof, notwithstanding any substitute provision as described above, does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Agreement.

 

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8.7           Waiver. No failure by any Shareholder to take any action or assert any right hereunder shall be deemed to be a waiver or such right in the event of the continuation or repetition of the circumstances giving rise to such right.

 

8.8           Counterparts. This Agreement may be executed in two or more counterparts in the English language, and each such counterpart shall be deemed an original hereof. In case of any conflict between the English version and any translated version of this Agreement, the English version shall govern.

 

8.9           Governing Law. This Agreement and any controversy arising hereunder shall be governed by the laws of England without giving effect to the conflicts of law rules thereunder.

 

8.10         Arbitration. Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity thereof, shall be finally resolved by arbitration in accordance with the London Court of International Arbitration (“LCIA”) Rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration shall be London in the United Kingdom and the arbitration shall be conducted in the English language.

 

(i)            The arbitration shall be conducted by an Arbitral Tribunal consisting of three arbitrators. The party initiating arbitration (“Claimant”) shall nominate an arbitrator in its notice of intention to arbitrate (“Request”). The other party (“Respondent”) shall nominate an arbitrator within 30 days of receipt of the Request and shall notify the Claimant of such nomination in writing. If within 30 days of receipt of the Request by the Respondent either party has not nominated an arbitrator, then that arbitrator shall be appointed by the Court of the LCIA (“LCIA Court”). The first two arbitrators nominated or appointed in accordance with this provision shall nominate a third arbitrator within 30 days after the Respondent has notified the Claimant of the nominations of the Respondent’s arbitrator or, in the event of a failure by a party to nominate, within 30 days after the LCIA Court has notified the parties and any

 

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arbitrator already nominated or appointed of the LCIA Court’s appointment of an arbitrator on behalf of the party failing to nominate. When the third arbitrator has accepted the nomination, the two arbitrators making the nomination shall promptly notify the parties of the nomination. If the first two arbitrators nominated or appointed fail to nominate a third arbitrator or so to notify the parties within the time period described above, the LCIA Court shall appoint the third arbitrator and shall promptly notify the parties of the appointment. The third arbitrator shall act as Chair of the Arbitral Tribunal.

 

(ii)           In addition to the authority conferred on the Arbitral Tribunal by the LCIA Rules, the arbitration panel shall the authority to:

 

(a)           order reasonable discovery, including the production of documents and depositions, and

 

(b)           make such orders for interim relief, including injunctive relief, as it may deem just and equitable.

 

(iii)          The arbitral award shall be in writing, state the reason for the award and be final and binding on the parties. The award may grant any remedy which is permissible (i) under the laws of Greece in case such remedy is to be enforced in Greece or (ii) under the laws of England, in case it is to be enforced in a jurisdiction other than Greece, and may include an award of costs, including reasonable attorney’s fees and disbursements. All amounts payable under the award shall be in U.S. dollars and shall bear interest from the date of the award until the date of payment at a rate to be fixed by the Arbitral Tribunal. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.

 

(iv)          The parties agree that any arbitration shall be kept confidential and any element of same (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the Arbitral Tribunal, the LCIA Court, the parties, their counsel,

 

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and any person necessary to the conduct of the arbitration, except as may be required in order to satisfy disclosure obligations imposed by law or regulation or by a regulatory authority including the London Stock Exchange, the Athens Stock Exchange, the New York Stock Exchange or the Australian Stock Exchange.

 

8.11         No Partnership. None of the provisions of this Agreement shall be deemed to constitute a partnership between the Shareholders and neither Shareholder shall have the authority to bind the other in any way.

 

8.12         No Assignment. Without prejudice to the ability of the constituent companies of the KO Group to transfer Shares to another company in the group or to any KO Group Affiliate or the ability of Kar-Tess to transfer Shares to any Kar-Tess Affiliate, no Shareholder may assign or transfer or propose to assign or transfer its rights or interest under this Agreement without the prior written consent of the other Shareholder, provided that Shares may be transferred to an Affiliate that agrees to be bound by this Agreement.

 

8.13         Joint and Several Liability. Each company that is a member of the KO Group and any KO Group Affiliate which may become a party to this Agreement accepts joint and several liability for any breach of this agreement by any of the constituent companies of the KO Group or any other KO Group Affiliate which may become a party to this Agreement. Any Kar-Tess Affiliate which may become a party to this Agreement accepts joint and several liability for any breach of this agreement by Kar-Tess or by any other Kar-Tess Affiliate which may become a party to this Agreement.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Shareholders’ Agreement to be duly executed as of the date and year first written above.

 

 

THE COCA-COLA EXPORT CORPORATION
Name:
Title:
BARLAN, INC.
Name:
Title:
ATLANTIC INDUSTRIES
Name:
Title:
COCA-COLA OVERSEAS PARENT LTD
Name:
Title:

 

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