Coca-Cola HBC AG
Accession of Guarantor
Zug, Switzerland – 23 July 2013 – Coca-Cola HBC AG ("Coca-Cola HBC") refers to (i) the €500,000,000 7.875 per cent. Notes due 15 January 2014 (of which €317,072,000 in principal amount remains outstanding on the date hereof) (the “2014 Notes”) issued by Coca-Cola HBC Finance BV (the “Issuer”) and guaranteed by Coca-Cola HBC, Coca-Cola Hellenic Bottling Company S.A. (“CCH SA”) and Coca-Cola HBC Finance PLC (“CCH PLC”) and €600 million 4.250% Notes due 16 November 2016 issued by the Issuer and guaranteed by Coca-Cola HBC and CCH SA (the “2016 Notes”) and together with the 2014 Notes, the “Existing Notes”) issued pursuant to the Coca-Cola HBC Group’s former €3 billion EMTN Programme; and (ii) the €800,000,000 2.375 per cent. Notes due 18 June 2020 (the “New Notes”) issued by the Issuer and guaranteed by Coca-Cola HBC and CCH SA issued pursuant to the Coca-Cola HBC Group’s new €3 billion EMTN Programme (the “New Programme”).
The Existing Notes are constituted by an amended and restated trust deed dated 18 June 2008 made between the Issuer, CCH SA, CCH PLC and Citicorp Trustee Company Limited (the "Trustee") and amended and restated trust deeds dated 2 June 2009 and 28 May 2010 made between, inter alios, the Issuer, CCH SA and the Trustee, as supplemented by a supplemental trust deed between the Issuer, Coca-Cola HBC, CCH SA and the Trustee dated 18 June 2013 (together, the "Existing Trust Deeds"). The New Notes are constituted by a trust deed dated 3 June 2013 made between the Issuer, Coca-Cola HBC, CCH SA and the Trustee (the “New Trust Deed”).
Coca-Cola HBC hereby gives notice to (i) the holders of the Existing Notes that it has entered into a supplemental trust deed dated 22 July 2013 to the Existing Trust Deeds with the parties thereto pursuant to which, with effect from 22 July 2013, its direct subsidiary Coca-Cola HBC Holdings B.V. has become an additional guarantor of the Existing Notes and has agreed to, jointly and severally with the other guarantors for the time being of the Existing Notes, unconditionally and irrevocably guarantee, on the same terms, the payment of all sums expressed to be payable by the Issuer under the Existing Trust Deeds or in respect of the Existing Notes and (ii) to the holders of the New Notes that it has entered into a supplemental trust deed dated 22 July 2013 to the New Trust Deed with the parties thereto pursuant to which, with effect from 22 July 2013, its direct subsidiary Coca‑Cola HBC Holdings B.V. has become an additional guarantor of the New Notes, and any further notes issued under the New Programme, and has agreed to, jointly and severally with the other guarantors for the time being of the New Notes and any further notes issued under the New Programme, unconditionally and irrevocably guarantee, on the same terms, the payment of all sums expressed to be payable by the Issuer under the New Trust Deed or in respect of the New Notes and any further notes issued under the New Programme.
Coca-Cola HBC also refers to the outstanding 5.125% Notes due 2013 and 5.500% Notes due 2015 (the “U.S. Notes”) issued pursuant to the Indenture, dated as of September 17, 2003, among CCH SA, the Issuer and The Bank of New York (now known as The Bank of New York Mellon), as trustee, as supplemented, which notes are guaranteed by Coca-Cola HBC and CCH SA. On 22 July 2013, Coca-Cola HBC Holdings B.V. provided a guarantee of the due and punctual payment of the principal interest (and premium, if any) due under the U.S. Notes for the benefit of the holders of the U.S. Notes.
On 22 July 2013, Coca-Cola HBC Holdings B.V. was also added as a guarantor of the Coca-Cola HBC €500,000,000 revolving credit facility agreement originally dated 12 May 2011 entered into between, among others, CCH PLC, the Issuer, CCH SA and ING Bank N.V., London Branch as facility agent as amended, supplemented and varied from time to time and the €550,000,000 squeeze-out facility agreement (reduced to €55 million following a partial cancellation thereof) originally dated 11 October 2012 between, amongst others, Coca-Cola HBC, Citigroup Global Markets Limited, Credit Suisse AG, London Branch and ING Bank N.V., as mandated lead arrangers and ING Bank N.V., London Branch as facility agent as amended, supplemented and varied from time to time
These transactions were entered into in connection with an internal reorganisation of the Coca-Cola HBC group.
