TIDM59UL
RNS Number : 0997Y
Coca-Cola HBC Finance B.V.
03 May 2019
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT.
3 May 2019
COCA-COLA HBC FINANCE B.V. ANNOUNCES AN INVITATION TO PURCHASE
NOTES FOR CASH
Coca-Cola HBC Finance B.V. (the "Company") has today launched an
invitation to holders of its EUR800,000,000 2.375 per cent. Notes
due 2020 guaranteed by Coca-Cola HBC AG (the "Notes") to tender
such Notes for purchase by the Company for cash (the "Offer").
The Offer is being made on the terms and subject to the
conditions set out in a tender offer memorandum dated 3 May 2019
(the "Tender Offer Memorandum") and is subject to the offer
restrictions set out below and as more fully described in the
Tender Offer Memorandum. Capitalised terms used and not otherwise
defined in this announcement have the meanings given in the Tender
Offer Memorandum.
The Offer
Description of the Outstanding Nominal Indicative Purchase Amount subject to
Notes ISIN Amount Purchase Yield Price the Offer
-------------------- ------------- -------------------- ---------------- -------------------- -------------------
EUR800,000,000 XS0944362812 EUR800,000,000 -0.30 per cent. 102.243 per cent. Up to
2.375 per cent. EUR300,000,000 in
Notes due 2020 of aggregate nominal
Coca-Cola HBC amount subject to
Finance B.V. the right of the
Company, in its
sole discretion,
to accept less or
more than (or none
of) such amount
for purchase
In addition, the Company announced on 2 May 2019 that it may
issue new euro-denominated fixed rate notes (the "New Notes"). The
purchase of any Notes by the Company pursuant to the Offer is
subject to, without limitation, the successful completion (in the
sole determination of the Company) of the issue of the New Notes
(the "New Financing Condition") or the waiver of such New Financing
Condition at the sole discretion of the Company. The Company
intends to announce its decision of whether to accept (subject to
satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date) valid tenders of Notes pursuant to the
Offer and, if so accepted, the Purchase Price, the Final Acceptance
Amount and the Scaling Factor (if any), as soon as possible on 15
May 2019.
The Company is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Company of Notes tendered pursuant to the Offer is
at the sole discretion of the Company and tenders may be rejected
by the Company for any, or no, reason. In addition, the Company, in
its sole discretion, reserves the right to extend, re-open, amend,
waive any condition of or terminate the Offer at any time, subject
to applicable laws and as provided in the Tender Offer
Memorandum.
Rationale for the Offer
The purpose of the Offer is to retire part of the Notes prior to
their maturity in order to improve the Company's debt profile. The
Company expects to retire and cancel any Notes purchased pursuant
to the Offer.
Purchase Price and Accrued Interest Payment
The Company will pay a cash purchase price (the "Purchase
Price") for Notes accepted by it for purchase pursuant to the
Offer, and the Company will also pay an Accrued Interest Payment in
respect of such Notes.
The Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes (rounded to the nearest 0.001 per cent, with 0.0005 per
cent rounded upwards), and is intended to reflect a yield to the
scheduled pre-maturity call date of the Notes (being 18 March
2020), on the Settlement Date equal to the Purchase Yield.
Specifically, the Purchase Price will equal (a) the value of all
remaining payments of principal and interest on the Notes up to and
including the pre-maturity call date of the Notes (being 18 March
2020, assuming the payment of the principal on that date),
discounted to the Settlement Date at a discount rate equal to the
Purchase Yield, minus (b) the relevant Accrued Interest.
The calculation of the Purchase Price and Accrued Interest will
be made by the Company in its sole and absolute discretion and such
calculations will be final and binding on Noteholders, absent
manifest error.
For information purposes only, the Purchase Price in respect of
the Notes, when determined in the manner described in the Tender
Offer Memorandum, will be 102.243 per cent on the basis of a
Settlement Date of 17 May 2019. Should the Settlement Date be
postponed, the Purchase Price in respect of the Notes will be
recalculated and will be announced, for information purposes only,
as provided in the Tender Offer Memorandum.
Final Acceptance Amount and Scaling
If the Company decides to accept any Notes for purchase, the
Company currently proposes to accept for purchase pursuant to the
Offer an aggregate nominal amount of Notes up to EUR300,000,000,
although the Company reserves the right in its sole discretion to
accept significantly less than or significantly more than (or none
of) such amount for purchase pursuant to the Offer (the final
amount accepted for purchase pursuant to the Offer being the "Final
Acceptance Amount").
If the Company accepts any Notes for purchase pursuant to the
Offer and the aggregate nominal amount of Notes validly tendered is
greater than the Final Acceptance Amount, the Company intends to
accept such Notes for purchase on a pro rata basis (to the extent
practicable, and adjusted as may be applicable) such that the
aggregate nominal amount of such Notes accepted for purchase is no
greater than the Final Acceptance Amount.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price pursuant to, the Offer, Noteholders must validly
tender their Notes by delivering, or arranging to have delivered on
their behalf, a valid Tender Instruction that is received by the
Tender Agent by 4.00 p.m. (London time) on 14 May 2019 (the
"Expiration Deadline"). Tender Instructions will be irrevocable
except in the limited circumstances described in the Tender Offer
Memorandum.
Tenders of the Notes for purchase must be made to the Company in
accordance with the procedures set out in the Tender Offer
Memorandum.
Holders wishing to participate in the Offer must deliver, or
arrange to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration
Deadline.
Expected Timetable of Events
The times and dates below are indicative only.
Events Times and Dates
(All times are London time)
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from the Tender Agent. 3 May 2019
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in 4.00 p.m. on 14 May 2019
order for Noteholders
to be able to participate in the Offer.
Announcement of Offer Results
Announcement of whether the Company will accept (subject to satisfaction or As soon as possible on 15 May 2019
waiver of the
New Financing Condition on or prior to the Settlement Date) valid tenders of
Notes pursuant
to the Offer and, if so accepted, confirmation of the Purchase Price, the Final
Acceptance
Amount and the Scaling Factor (if any).
Expected Settlement Date for the Offer
Subject to satisfaction or waiver of the New Financing Condition on or prior to 17 May 2019
the Settlement
Date, expected Settlement Date for the Offer.
The Company may, in its sole discretion, extend, re-open, amend,
waive any condition of or terminate the Offer at any time (subject
to applicable law and as provided in the Tender Offer Memorandum)
and the above times and dates are subject to the right of the
Company to so extend, re-open, amend and/or terminate the Offer.
Noteholders are advised to check with any bank, securities broker
or other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Noteholder
in order for that Noteholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer by the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and withdrawal of Tender
Instructions will be earlier than the relevant deadlines specified
above.
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication through RNS and (ii) by the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made on the
relevant Reuters or Bloomberg screen and/or by the issue of a press
release to a Notifying News Service.
Copies of all such announcements, press releases and notices can
also be obtained upon request from the Tender Agent, the contact
details for which are below. Significant delays may be experienced
where notices are delivered to the Clearing Systems and Noteholders
are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition,
Noteholders may contact the Dealer Managers for information using
the contact details below.
For Further Information
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. Further details about
the transaction can be obtained from:
The Dealer Managers
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
Credit Suisse Securities (Europe) Limited
One Cabot Square
Canary Wharf
London E14 4QJ
United Kingdom
Telephone: +44 20 7883 8763
Attention: Liability Management Group
Email: liability.management@credit-suisse.com
Société Générale
10 Bishops Square
London E1 6EG
United Kingdom
Telephone: +44 20 7676 7951
Attention: Liability Management
Email: liability.management@sgcib.com
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: cchbc@lucid-is.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
Disclaimer
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Offer. If any Noteholder is in any doubt
as to the action it should take, it is recommended to seek its own
legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to participate in the Offer. None of the
Company, the Guarantor, the Dealer Managers or the Tender Agent, or
any person who controls, or is a director, officer, employee or
agent of such persons or any affiliate of such persons, makes any
recommendation as to whether Noteholders should participate in the
Offer.
This announcement is released by Coca-Cola HBC Finance B.V. and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating
to the Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Mania Kimpezi (Treasury Finance Manager) of
Coca-Cola HBC Finance B.V.
Offer and Distribution Restrictions
General
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes in the
Offer will not be accepted from Noteholders) in any circumstances
in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any of the
Dealer Managers or any of the Dealer Managers' affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made by such Dealer Manager or such affiliate, as
the case may be, on behalf of the Company in such jurisdiction.
In addition to certain representations in respect of the United
States, each Noteholder participating in an Offer will also be
deemed to give certain representations in respect of certain other
jurisdictions as set out in "Procedures for Participating in the
Offer" of the Tender Offer Memorandum. Any tender of Notes for
purchase pursuant to the Offer from a Noteholder that is unable to
make such representations will not be accepted.
Each of the Company, the Guarantor, the Dealer Managers and the
Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Company determines (for any, or no, reason) that
such representation is not correct, such tender shall not be
accepted.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States
or to any U.S. person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a "U.S. Person")).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States or by, or by any person acting for the account or
benefit of, a U.S. Person. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to any persons located or resident in the United States or to any
U.S. Person. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by, or by any
person acting for the account or benefit of, a U.S. Person or by a
person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be
invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer to buy or sell, or a solicitation of an offer to sell or buy,
any Notes or other securities in the United States or to U.S.
Persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.
Accordingly, each holder of Notes participating in the Offer
will represent that it (i) did not receive in the United States a
copy of the Tender Offer Memorandum or any other document or
information related to the Offer and did not send any such document
or information into the United States, (ii) has not used, directly
or indirectly, the mails of, or a means of communication or other
means or instrumentality of commerce or the facilities of a United
States securities exchange in relation to the Offer, (iii) is not a
U.S. Person, it is not located in the United States and is not
participating in the Offer from the United States, or (iv) if not a
beneficial owner of the Notes, it is acting on a non-discretionary
basis for a principal located outside the United States that it did
not receive in the United States a copy of the Tender Offer
Memorandum or any other document or information related to the
Offer and did not send any such document or information into the
United States, has not used, directly or indirectly, the mails of,
or a means of communication or other means or instrumentality of
commerce or the facilities of a United States securities exchange
in relation to the Offer, and is not giving an order to accept or
participate in the Offer from the United States and is not a U.S.
Person. For the purposes of this and the above two paragraphs,
United States means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer are not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended (the "FSMA"). Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being
made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither this
announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offer have been or shall be
distributed to the public in France and only qualified investors
(investisseurs qualifiés), other than individuals, acting on their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et
Financier, are eligible to participate in the Offer. This
announcement, the Offer, the Tender Offer Memorandum and any other
document or material relating to the Offer have not been and will
not be submitted for clearance to nor approved by the Autorité des
marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer have been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended.
Noteholders or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offer through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
Determined in the manner described in the Tender Offer
Memorandum and assuming the Settlement Date is 17 May 2019. Should
the Settlement Date be postponed, the Purchase Price in respect of
the Notes will be recalculated and will be announced, for
information purposes only, as provided in the Tender Offer
Memorandum.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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