0000947871-18-000257.txt : 20180323 0000947871-18-000257.hdr.sgml : 20180323 20180323061800 ACCESSION NUMBER: 0000947871-18-000257 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180323 FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coca-Cola Bottlers Japan Holdings Inc. CENTRAL INDEX KEY: 0001672908 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-216213 FILM NUMBER: 18708306 BUSINESS ADDRESS: STREET 1: 7-9-66 HAKOZAKI, HIGASHI-KU CITY: FUKUOKA STATE: M0 ZIP: 812-8650 BUSINESS PHONE: 81-92-641-8774 MAIL ADDRESS: STREET 1: 7-9-66 HAKOZAKI, HIGASHI-KU CITY: FUKUOKA STATE: M0 ZIP: 812-8650 FORMER COMPANY: FORMER CONFORMED NAME: Coca-Cola Bottlers Japan Inc. DATE OF NAME CHANGE: 20170403 FORMER COMPANY: FORMER CONFORMED NAME: Coca-Cola West Co., Ltd. DATE OF NAME CHANGE: 20160422 6-K 1 ss84680_6k.htm REPORT OF FOREIGN PRIVATE ISSUER
 

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

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934


For the month of March 2018

Commission File Number 333-216213

Coca-Cola Bottlers Japan Holdings Inc.
(Translation of registrant’s name into English)

Midtown Tower 11F 9-7-1 Akasaka, Minato-Ku
Tokyo 107-6241 Japan
(Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒     Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):               

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):               




 
 

Materials Contained in this Report:


1.
Press release titled “Announcement of Results of Tender Offer for Repurchase of Own Shares and the Completion of the Repurchase by the Company of its Own Shares,” dated March 23, 2018

 
 
 
 
 
 
 
 
 
 

 
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




 
Coca-Cola Bottlers Japan Holdings Inc.
 
         
         
 
By:
 
/s/ Tamio Yoshimatsu
 
 
Name:
Tamio Yoshimatsu
 
 
Title:
Representative Director & President
 
         




Date:  March 23, 2018
 
 
 
 
 

EX-99.1 2 ss84680_ex9901.htm PRESS RELEASE
 

March 23, 2018
 
Name of Company:
Coca-Cola Bottlers Japan Holdings Inc.
 
Name of Representative:
Tamio Yoshimatsu, Representative Director and President
(Code No.: 2579  1st Section, Tokyo Stock Exchange and Fukuoka Stock Exchange)
 
Contact:
Haruko Ozeki, Executive Officer, Head of Legal
 (TEL: 03-6986-1707)


Announcement of Results of Tender Offer for Repurchase of Own Shares
and the Completion of the Repurchase by the Company of its Own Shares

Coca-Cola Bottlers Japan Holdings Inc. (the “Company”) resolved on February 21, 2018, that it would repurchase its own shares and implement a tender offer (the “Tender Offer”) since February 22, 2018, using the acquisition method specified under Article 156, Paragraph 1 of the Companies Act, as applied pursuant to the provisions of Article 165, Paragraph 3 of the same Act (Act No. 86 of 2005 and including subsequent amendments; hereinafter referred to as the “Companies Act”), and the provisions of the Company’s Articles of Incorporation. The Tender Offer was completed on March 22, 2018. Details are set forth below.
In addition, repurchase by the Company of its own shares, which was resolved on February 21, 2018, has been completed with the completion of the Tender Offer.

I. Result of the Tender Offer
1. Summary of the purchases
(1)Name and address of the tender offeror
Coca-Cola Bottlers Japan Holdings Inc.             Hakozaki 7-9-66, Higashi-ku, Fukuoka, Japan

(2)Class of listed shares repurchased
Common shares

(3)Tender offer period
(A) Tender offer period
Thursday, February 22, 2018 through Thursday, March 22, 2018 (20 business days)
(B) Date of public notice of the commencement of the tender offer
Thursday, February 22, 2018

(4)Tender offer price
3,275 yen per common share

(5)Method of settlement
(A)  Name and head office address of the financial instruments business operator, bank, or other institution in charge of settlement of the tender offer
Nomura Securities Co. Ltd.                          Nihonbashi 1-9-1, Chuo-ku, Tokyo

(B)  Settlement commencement date
Friday, April 13, 2018
 
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(C)  Method of settlement
Notification of the purchases under the Tender Offer will be sent to the address of tendering shareholders (the “Tendering Shareholders”) (or the standing proxy for foreign shareholders) after the conclusion of the Tender Offer Period without delay.
Purchases will be settled in cash. Tendering Shareholders will be able to receive the purchase amount for the Tender Offer, less applicable withholding taxes (see note), by wire transfer or other method as instructed by the Tendering Shareholder without delay after the settlement commencement date (wire transfer fees may apply).
Note: Taxes on shares purchased under the tender offer
* Please make any decisions after consulting a tax advisor or other professional about specific tax questions.

(i) Tax treatment for individual shareholders tendering shares under the tender offer
(a) For the Tendering Shareholders who are residents, or non-residents with a permanent establishment in Japan
When the amount of money received for accepting the Tender Offer exceeds the amount of the portion of the Company’s capital (or for a consolidated corporation, its consolidated individual stated capital) attributable to the shares that are the basis for that payment (when the per-share purchase amount is greater than the per-share amount of capital), the amount in excess will be deemed a dividend and taxed accordingly. Furthermore, the amount derived after deducting the amount deemed to be a dividend from the amount received for accepting the Tender Offer will be deemed income from the transfer of shares. When there is no amount deemed to be a dividend (when the per-share purchase amount is less than the per-share amount of capital) the entire amount received will be transfer income.
The amount deemed to be a dividend is subject to a withholding of 20.315% (15.315% for income tax and special income tax for reconstruction and 5% for resident tax) (There will be no special withholding of the 5% resident tax for non-residents with a permanent establishment in Japan). However, if the shareholder is considered as a principal shareholder as provided for in Article 4-6-2, Paragraph 12 of the Order for Enforcement of the Act on Special Measures Concerning Taxation, the withholding is 20.42% (income tax and special income tax for reconstruction only). As a general rule, the amount after deducting the cost of acquiring the shares from the transfer income is subject to declared separate income taxes.
(b) For the Tendering Shareholders who are non-residents without a permanent establishment in Japan
The amount deemed to be a dividend will be subject to withholding of 15.315% (income tax and special income tax for reconstruction only). If the shareholder is considered as a principal shareholder, the withholding will be 20.42% (income tax and special income tax for reconstruction only). As a general rule, income arising from the transfer will not be subject to taxation.

(ii) For corporate shareholders, when the amount of money received for accepting the Tender Offer exceeds the amount of the portion of the Company’s capital (or for a consolidated corporation, its consolidated individual stated capital) attributable to the shares that are the basis for that payment, the amount of this excess will be deemed a dividend. As a general rule, the portion deemed to be a dividend will be subject to withholding of 15.315% (income tax and special income tax for reconstruction only).

A foreign shareholder who wishes to receive an income tax reduction or exemption for such deemed dividends pursuant to an applicable tax treaty should submit the tax treaty application form, together with the tender offer application form, to the tender offer agent at the time of the tender.


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2. Results of the tender offer
(1)Number of shares purchased
Share class
Anticipated number of shares to be purchased
Number of excess shares to be purchased
Number of shares tendered
Number of shares to be repurchased
Common shares
19,000,000 shares
0 shares
17,075,239 shares
17,075,239 shares

(2)Calculation method where proportional allocation is used
Not applicable.

3. Locations for examination of copies of the tender offer report
Coca-Cola Bottlers Japan Holdings Inc.
Hakozaki 7-9-66, Higashi-ku, Fukuoka, Japan
Tokyo Stock Exchange, Inc.
Nihonbashi Kabutocho 2-1, Chuo-ku, Tokyo, Japan
Fukuoka Stock Exchange
Tenjin 2-14-2, Chuo-ku, Fukuoka, Japan

II. Completion of the repurchase by the Company of its own shares
Details of the repurchase
(1) Class of shares repurchased
Common shares
(2) Total number of shares repurchased
17,075,239 shares
 
(Note) Ratio to the total number of issued shares: 8.28% (rounded to two decimal places)
(3) Aggregate repurchase price
55,921,407,725 yen
 
(Note) The above amount doesn’t include any fees payable to the tender offer agent and various other expenses.
(4) Repurchase period
Thursday, February 22, 2018 through Thursday, March 22, 2018
 
(20 business days)
(5) Method of repurchase
By a method of tender offer

With the completion of the Tender Offer, the repurchase by the Company of its own shares resolved on February 21, 2018, using the acquisition method specified under Article 156, Paragraph 1 of the Companies Act, as applied pursuant to the provisions of Article 165, Paragraph 3 of the same Act, and the provisions of the Company’s Articles of Incorporation, has been completed.

(Reference) Resolution Adopted on February 21, 2018
(1) Class of shares to be repurchased:
Common shares
(2) Aggregate number of shares to be repurchased:
Up to 19,000,100, shares
 
(Note) Ratio to the total number of issued shares: 9.21% (rounded to two decimal places)
(3) Aggregate price of shares to be repurchased:
Up to 70,000,000,000 yen
(4) Period of share repurchase:
Thursday, February 22, 2018 through Monday, April 30, 2018

End.
 
 
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