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Coca Cola Hbc

Coca Cola Hbc

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Published by: kualitatem on Sep 25, 2009
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www.kualitatem.comEDGAR ProAbout EDGAR Online | Login* Dashboard* Today* Company* Industry* Search* Screener* AnalyticsThe following is an excerpt from a 20-F SEC Filing, filed by COCA-COLA HELLENICBOTTLI ... on 6/30/2006.Jump to :ITEM 4 INFORMATION ON THE COMPANYA. History and Development of the CompanyWe were formed through the combination of Hellenic Bottling Company S.A. and Coca-Cola Beverages plc on August 9, 2000.Hellenic Bottling Company S.A., a corporation incorporated under the laws ofGreece in 1969, was headquartered in Athens. In 1981, Kar-Tess Holding S.A.acquired a 99.9% interest in Hellenic Bottling Company S.A. Hellenic BottlingCompany S.A.'s shares were listed on the Athens Stock Exchange in July 1991 and itbecame one of the largest non-financial companies listed in Greece. The Kar-TessGroup held an interest of approximately 68.6% in Hellenic Bottling Company S.A.immediately prior to its acquisition of Coca-Cola Beverages plc in August 2000.Hellenic Bottling Company S.A.'s original territory was Greece, where The Coca-Cola Company granted it bottling rights in 1969. After 1981, Hellenic BottlingCompany S.A. expanded its business through acquisitions and, immediately prior tothe acquisition of Coca-Cola Beverages plc, operated bottling plants in 11countries having an aggregate population of approximately 200 million. HellenicBottling Company S.A. had operations in Greece, Bulgaria, Armenia, the FormerYugoslav Republic of Macedonia (through an equity investment), Serbia, Montenegro,Northern Ireland, the Republic of Ireland, Nigeria, part of Romania, Moldova andpart of the Russian Federation (through an equity investment).In July 1998, Coca-Cola Amatil Limited, an Australian-based bottler of theproducts of The Coca-Cola Company, de-merged its European operations, resulting inthe formation of Coca-Cola Beverages plc. These territories consisted of Austria,Switzerland, Croatia, the Czech Republic, Hungary, Poland, Slovakia, Slovenia,Belarus, Bosnia and Herzegovina, part of Romania and Ukraine. Coca-Cola Beveragesplc also acquired the Northern and Central Italian bottling operations of TheCoca-Cola Company. As a result, immediately prior to its acquisition by HellenicBottling Company S.A., Coca-Cola Beverages plc had bottling operations in 13countries with an aggregate population of approximately 200 million. Coca-ColaBeverages plc was incorporated under the laws of England and Wales and was listedon the London Stock Exchange, with a secondary listing on the Australian StockExchange. Immediately prior to Coca-Cola Beverages plc's acquisition by Hellenic
Bottling Company S.A., The Coca-Cola Company held, directly and indirectly, a50.5% interest in Coca-Cola Beverages plc, and The Olayan Group, a diversifiedmultinational Saudi Arabian group, which holds an interest in the bottler ofproducts of The Coca-Cola Company for Saudi Arabia, held a 10.8% interest. Theremainder of Coca-Cola Beverages plc's shares was publicly held.Following the acquisition of Coca-Cola Beverages plc, Hellenic Bottling CompanyS.A. was renamed Coca-Cola Hellenic Bottling Company S.A. and became the secondlargest bottler of products of The Coca-Cola Company in the world at that time,based on sales volume. We retained our headquarters in Athens and our shares werelisted on the Athens Stock Exchange, with secondary listings on the London andAustralian Stock Exchanges.On November 23, 2001, we purchased from The Coca-Cola Company all of its whollyowned and majority owned bottling operations in the Russian Federation through thepurchase of the Cyprus holding company, Star Bottling Limited, and LLC Coca-ColaStavropolye Bottlers. The Russian operating subsidiary of Star Bottling Limited isLLC Coca-Cola HBC Eurasia following the merger of LLC Coca-Cola VladivostokBottlers in 2005. In addition, on the same date we also purchased The Coca-ColaCompany's 40% interest in Coca-Cola Molino Beverages Limited, a company in whichwe already held the remaining 60%. As a result of this acquisition, we gained theexclusive rights to sell and distribute products of The Coca-Cola Company in allof the Russian Federation. On January 2, 2002, we completed the20acquisition from The Coca-Cola Company of its bottling operations in the Balticcountries of Lithuania, Estonia and Latvia.On April 5, 2006, we acquired control of Lanitis Bros Public Limited, theexclusive bottler of The Coca-Cola Company products in Cyprus, followingsuccessful completion of a tender offer for its publicly listed shares. LanitisBros Public Limited is also a leading producer and distributor of juice and dairyproducts in Cyprus. As at April 5, 2006, a total of 238,559,665 shares orapproximately 95.43% of Lanitis Bros Public Limited outstanding share capital hadbeen acquired. The total consideration paid for these shares was €71.5 million.Lanitis Bros Public Limited has been delisted from the Cyprus Stock Exchange, andwe intend to acquire the remaining shares.We listed our ADSs on the New York Stock Exchange on October 10, 2002. We believethat this listing has increased our visibility to the international investmentcommunity and enhanced our comparability with our international peer group.Since 2002, we have expanded our presence in the non-CSD category. We acquiredRömerquelle GmbH, an Austrian mineral water company (December 2003) and Gotalkad.o.o., a Croatian mineral water company (January 2004), and we developed theNaturAqua mineral water brand in Hungary. We acquired jointly with The Coca-ColaCompany, Valser Mineralquellen AG, a Swiss mineral water bottler (September 2002),Dorna Apemin S.A., Romania's premier sparkling mineral water company (December2002), Multivita sp. z o.o., a Polish mineral water company (October 2003),Vlasinka d.o.o., a Serbian mineral water company (April 2005), the Multon group, aleading Russian fruit juice producer (April 2005), Bankya Mineral Waters BottlingCompany EOOD, a Bulgarian mineral water company (June 2005) and Fresh & Co., aleading juice company in Serbia (March 2006). Lanitis Bros Public Limited, whichwas acquired by us in April 2006, also has a significant juice and dairy businessin addition to its CSD business. In February 2006, we agreed to acquire jointlywith The Coca-Cola Company the Traficante group, an Italian mineral water company.We have received regulatory approval for this transaction and we intend to close
the acquisition in the first half of July 2006.Our address is: 9 Fragoklissias Street, 151 25 Maroussi, Athens, Greece. Ourtelephone number is (011) 30 210 618 3100. We have appointed CT CorporationSystem, located at 111 Eighth Avenue, 13th Floor, New York, NY 10011, USA, as ouragent for service of process in any suit, action or proceeding with respect to ourordinary shares or ADSs and for actions under US federal or state securities lawsbrought in any US federal or state court located in The City of New York, Boroughof Manhattan, and we have submitted to the jurisdiction of such courts. Ourauthorized representative in the United States is Puglisi & Associates.B. Business OverviewOverviewOur business and our productsOur business consists of producing, selling and distributing non-alcoholicbeverages consisting primarily of products of The Coca-Cola Company. We are one ofthe largest bottlers of non-alcoholic beverages in Europe, operating in 28countries with a total population of more than 540 million people (including ourequity investment in Brewinvest S.A.). In 2005, we sold approximately 1.5 billionunit cases, generating net sales revenue of €4.6 billion.Our products include carbonated soft drinks, or CSDs, and non-CSDs, includingjuices, waters, sports and energy drinks and other ready-to-drink beverages suchas teas and coffees. In 2005, CSDs accounted for 74% and non-CSDs accounted for26% of our sales volume, as compared, respectively, to 78% and 22% in 2004 and 81%and 19% in 2003. We offer our products in a range of flavors and packagecombinations which vary from country to country.21We are one of The Coca-Cola Company's key bottlers, that is, bottlers in which TheCoca-Cola Company has a significant equity interest and which The Coca-ColaCompany regards as strategic partners based on factors such as size, geographicaldiversification and financial and management resources. We believe that oursuccess and the success of the products of The Coca-Cola Company in our marketsrely in large part upon the alignment of strategic objectives between us and TheCoca-Cola Company, with the two companies working together and combining theirrespective skills and assets to maximize opportunities to increase sales andprofits in the countries in which we operate. As part of this relationship, wework together with The Coca-Cola Company such that The Coca-Cola Company hasprimary responsibility for consumer marketing and brand promotion, while weproduce, sell and distribute the products of The Coca-Cola Company and executecustomer marketing at the points of sale.Under our bottler's agreements with The Coca-Cola Company, we have the right toproduce and the exclusive right, subject to certain limitations, to sell anddistribute products of The Coca-Cola Company in each of our territories. Sales ofproducts of The Coca-Cola Company represented approximately 93% of our total salesvolume in 2005, with sales of products under the Coca-Cola brand, the world's mostrecognized brand, representing approximately 40% of our total sales volume. Inaddition to Coca-Cola, our other core brands include Fanta, Sprite and Coca-Colalight (which we sell in some of our countries under the diet Coke trademark). Ourcore brands together accounted for approximately 66% of our total sales volume in2005. We also produce, sell and distribute a broad family of brands of other CSDand non-CSD products which varies from country to country. Together with The Coca-

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