TIDMCCEP
RNS Number : 0255S
Coca-Cola European Partners plc
12 March 2021
12 March 2021
Scheme booklet relating to the proposed acquisition by Coca-Cola
European Partners plc (CCEP) of Coca-Cola Amatil Limited (CCL)
today registered with ASIC
CCEP today provides a further update on the proposed acquisition
of all of the issued shares held by independent shareholders
("Independent Shareholders") of CCL pursuant to a Scheme of
Arrangement ("Scheme").
Scheme Booklet
The Scheme and notice of Scheme Meeting (Scheme Booklet) has
been registered by CCL with the Australian Securities and
Investments Commission (ASIC). The Scheme Booklet includes a copy
of the independent expert's report which concludes that the Scheme
is fair and reasonable and in the interests of CCL's Independent
Shareholders.
An updated timetable is also provided with key dates as
follows:
Event Date
Scheme Meeting 16 April 2021
--------------
Effective Date 21 April 2021
--------------
Implementation Date 10 May 2021
--------------
All dates are indicative and subject to change.
The Scheme remains subject to customary conditions, including
CCL's Independent Shareholder approval at the Scheme Meeting, court
approval and regulatory approval from the Overseas Investment
Office of New Zealand.
A copy of the Scheme Booklet is available on CCL's website
www.ccamatil.com
Further information
For more information on the transaction, please see on our
website www.cocacolaep.com
Advisers
Rothschild & Co are acting as lead financial adviser. Credit
Suisse are financial advisers to the Affiliated Transaction
Committee (ATC) of the Board of Directors of CCEP. Macquarie
Capital is also acting as a financial adviser to CCEP in connection
with the transaction.
Slaughter and May and Corrs Chambers Westgarth are acting as
legal counsel to CCEP.
Enquiries
Clare Wardle, General Counsel and Company Secretary:
secretariat@ccep.com
Investor Relations: Sarah Willett: sarah.willett@ccep.com +44
7970 145 218
Media:
Shanna Wendt: swendt@ccep.com +44 7976 595 168
Peter Brookes: pbrookes@citadelmagnus.com +61 407 911 389
Brett Clegg: bclegg@citadelmagnus.com +61 487 436 985
About CCEP (LEI 549300LTH67W4GWMRF57)
Coca-Cola European Partners plc is a leading consumer goods
company in Western Europe, making, selling & distributing an
extensive range of non-alcoholic ready to drink beverages & is
the world's largest Coke bottler based on revenue. CCEP serves a
consumer population of over 300 million across Western Europe,
including Andorra, Belgium, continental France, Germany, Great
Britain, Iceland, Luxembourg, Monaco, the Netherlands, Norway,
Portugal, Spain & Sweden. The Company is listed on Euronext
Amsterdam, the New York Stock Exchange, London Stock Exchange &
on the Spanish Stock Exchanges, trading under the symbol CCEP. For
more information about CCEP, please visit www.cocacolaep.com &
follow CCEP on Twitter at @CCEP.
About CCL
Coca-Cola Amatil Limited (including subsidiaries, group entities
and related bodies corporate) is one of the largest bottlers and
distributors of ready-to-drink non-alcohol and alcohol beverages
and coffee in the Asia Pacific region. Coca-Cola Amatil is also the
authorised bottler and distributor of The Coca-Cola Company's
beverage brands in Australia, New Zealand, Fiji, Indonesia, Papua
New Guinea and Samoa. Coca-Cola Amatil directly employs around
12,000 people and indirectly creates thousands more jobs across the
supply chain, partnering with key suppliers to bottle, package,
sell and distribute its products. With access to around 270 million
potential consumers through more than 630,000 active customers
Coca-Cola Amatil is committed to leading through innovation,
building a sustainable future and delivering long-term value, both
to shareholders and to society.
For more information, visit www.ccamatil.com or search for
Coca-Cola Amatil on LinkedIn, Facebook or Twitter .
No incorporation of website information
The content of the websites referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Forward-Looking Statements
This document contains statements, estimates or projections that
constitute "forward-looking statements" concerning the financial
condition, performance, results, strategy and objectives of
Coca-Cola European Partners plc and its subsidiaries (together
"CCEP"), CCEP's proposed acquisition (the "Acquisition") of
Coca-Cola Amatil Limited and its subsidiaries (together "CCL") and
the integration of CCL into CCEP. Generally, the words "believe,"
"expect," "intend," "estimate," "anticipate," "project," "plan,"
"seek," "may," "could," "would," "should," "might," "will,"
"forecast," "outlook," "guidance," "possible," "potential,"
"predict," "objective" and similar expressions identify
forward-looking statements, which generally are not historical in
nature.
Forward-looking statements are subject to certain risks that
could cause actual results to differ materially from CCEP's and
CCL's historical experience and present expectations or
projections, including with respect to the Acquisition. As a
result, undue reliance should not be placed on forward-looking
statements, which speak only as of the date on which they are made.
These risks include but are not limited to:
1. those set forth in the "Risk Factors" section of CCEP's 2019
Integrated Report / Annual Report on Form 20-F, including the
statements under the following headings: Packaging (such as,
refillables and recycled plastic); Perceived health impacts of our
beverages and ingredients, and changing consumer preferences (such
as sugar alternatives and other ingredients); Legal, regulatory and
tax change (such as the development of regulations regarding
packaging, taxes and deposit return schemes); Market (such as
disruption due to customer negotiations, customer consolidation and
route to market); Cyber and social engineering attacks;
Competitiveness and transformation; Climate change and water (such
as net zero emission legislation and regulation, and resource
scarcity); Economic and political conditions (such as the UK's exit
from the EU, the EU-UK trade and co-operation agreement, and
uncertainty about the future relationship between the UK and EU);
The relationship with KO and other franchisors; Product quality;
and Other risks, such as widespread outbreaks of infectious disease
including the adverse impact that the COVID-19 pandemic and related
government restrictions and social distancing measures implemented
in many of our markets, and any associated economic downturn, may
have on our financial results, operations, workforce and demand for
our products;
2. those set forth in the "Principal Risks" section of CCEP's
2019 Integrated Report / Annual Report on Form 20-F, as updated in
CCEP's Results for the six months ended 26 June 2020 & COVID-19
update and including principal risks under the additional headings:
Business continuity (such as government restrictions in our
countries of operation); People; and Stakeholders; and
3. those set forth in the "Business and Sustainability Risks"
section of CCL's 2019 Annual Report including the statements under
the following headings: Beverage industry risks; Economic and
political risks; Cyber risk; KO and other brand partners
relationship risk; Risk connected with loss of value to society;
Regulatory risks; Climate change risk; Malicious product tampering
risk; Litigation risk; Supply chain risk; Business interruption
risk; Workplace Health and Safety risk; Foreign exchange risk;
Quality risk; and People risk; and
4. risks and uncertainties relating to the Acquisition,
including the risk that the businesses will not be integrated
successfully or such integration may be more difficult,
time-consuming or costly than expected, which could result in
additional demands on CCEP's resources, systems, procedures and
controls, disruption of its ongoing business and diversion of
management's attention from other business concerns; the
possibility that certain assumptions with respect to CCL or the
Acquisition could prove to be inaccurate; the failure to receive,
delays in the receipt of, or unacceptable or burdensome conditions
imposed in connection with, all required regulatory approvals,
shareholder approvals and the satisfaction of closing conditions to
the Acquisition; ability to raise financing; the potential that the
Acquisition may involve unexpected liabilities for which there is
no indemnity; the potential failure to retain key employees of CCEP
and CCL as a result of the proposed Acquisition or during
integration of the businesses and disruptions resulting from the
proposed Acquisition, making it more difficult to maintain business
relationships; the potential if the Acquisition is not completed in
a timely manner or at all for (i) negative reaction from financial
markets, customers, regulators, employees and other stakeholders,
(ii) loss of time spent on an unsuccessful Acquisition, and (iii)
litigation related to the Acquisition.
The full extent to which the COVID-19 pandemic will negatively
affect CCEP and/or CCL and the results of their operations,
financial condition and cash flows will depend on future
developments that are highly uncertain and cannot be predicted,
including the scope and duration of the pandemic and actions taken
by governmental authorities and other third parties in response to
the pandemic.
Due to these risks, CCEP's and CCL's actual future results,
dividend payments, and capital and leverage ratios may differ
materially from the plans, goals, expectations and guidance set out
in forward-looking statements (including those issued by CCL prior
to the Acquisition). These risks may also adversely affect CCEP's
share price. Additional risks that may impact CCEP's and CCL's
future financial condition and performance are identified in
filings with the United States Securities and Exchange Commission
("SEC") which are available on the SEC's website at www.sec.gov and
at the Australian Stock Exchange which are available at
www.asx.com.au. Neither CCEP nor CCL undertake any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, except
as required under applicable rules, laws and regulations.
Furthermore, neither CCEP nor CCL assumes any responsibility for
the accuracy and completeness of any forward-looking statements.
Any or all of the forward-looking statements contained in this
filing and in any other of CCEP's or CCL's respective public
statements (whether prior or subsequent to the Acquisition) may
prove to be incorrect.
This document does not constitute or form part of any offer for
sale or solicitation of any offer to buy any securities in the
United States or elsewhere nor shall it or any part of it form the
basis of or be relied on in connection with any contract or
commitment to purchase securities. Securities may not be offered or
sold in the United States absent registration or an exemption from
registration under the US Securities Act of 1933, as amended.
End
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