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Unconsolidated Interim Financial Statementsas of 30 April 2013
Coca-Cola HBC AG
(including Audit Report)
Coca-Cola HBC AGBaarerstrasse 14, 6300 Zug, Switzerland
corporate registration number CH-170.3.037.199-9
Interim Balance Sheet at 30 April 2013
CHF30.04.2013
ASSETS
Cash and cash equivalents 7'403'355Prepayments and other receivables 332'123Own shares 371'144
Current assets 8'106'622
Other long term receivables 207'754Investments in subsidiaries 8'828'115'654Fixed assets, net 339'572Organisational costs, net 53'511'405
Non current assets 8'882'174'385
TOTAL ASSETS 8'890'281'007
LIABILITIES AND EQUITY
Payables third parties 6'976'536Payables to affiliated parties 1'943'800Accrued and other liabilities 7'103'432Short term loan from third parties 49'787'954
Current liabilities 65'811'722
Share capital 2'378'660'391Legal reserves
General reserve from capital contributions 6'364'117'766Reserve for own shares from capital contributions 87'248'296
Net loss -5'557'168
Total equity 8'824'469'285
TOTAL LIABILITIES AND EQUITY 8'890'281'007
Coca-Cola HBC AG, Zug
CHF19.09.2012
-30.04.2013
Revenues -
Operating expenses -514'974Payroll costs -206'359Depreciation and amortisation -2'670'002
Total operating expenses -3'391'335
Loss before financial income and expense and income taxes -3'391'335
Financial income 1'147Financial expenses -1'705'948Translation differences -461'032
Net loss -5'557'168
Coca-Cola HBC AG, Zug
Interim Statement of Income for the period
from 19 September 2012 to 30 April 2013
Notes to the Interim Financial Statements of Coca-Cola HBC AG, Zug
1. Introduction
2. Accounting policies
Exchange rate differences
Non-current financial assets
Marketable securities
Applied FX rates
Balance sheet
30 April 2013
EUR 1.2292 1.2186USD 0.9459GBP 1.4414
3. Financial instruments
4. Contingent liabilities
5. Significant investments in subsidiaries
Subsidiary
Percentage
owned by the
Company
Local
currency
Total
share capital
in local
currency96,85% EUR 370'219'042
6. Own shares
Own shares held as assets
Number of
shares
Rate
per share TotalPurchase of own shares from the founding shareholder 14'925 130.66 1'950'100Fair value adjustment of own shares (including translation difference) -1'578'956
14'925 24.87 371'144
Reserve for own shares
Number of
shares
Book value per
share TotalPurchase of own shares from the founding shareholder 14'925 130.66 1'950'100Own shares held by subsidiary 3'430'135 24.87 85'298'196
3'445'060 25.33 87'248'296Total own ordinary shares held by the Company at 30 April 2013
Income statement
19 September 2012
to 30 April 2013
Marketable securities are valued at the lower of cost or market value including own shares.
Coca-Cola Hellenic Bottling Company S.A., Maroussi (GR)
none
The number of treasury shares held by the Company and subsidiaries qualifying under article 659b SCO and their movements
are as follows:
Fair value of own shares
none
Coca-Cola HBC AG, Zug
The unconsolidated interim financial statements of Coca-Cola HBC AG (the “Company”) have been prepared in accordance
with the requirements of the Swiss Code of Obligations (“SCO”).
Coca-Cola HBC AG was incorporated on 19 September 2012 and is registered with the commercial register in the Canton of
Zug.
Except for investments in subsidiaries, capitalized organisational costs, fixed assets and long term receivables, that are
translated at historical rates, all assets and liabilities denominated in foreign currencies are translated into Swiss francs (CHF)
using exchange rates as per 30 April 2013. Realized exchange gains and losses arising from conversion of balance sheet
amounts as well as those from business transactions denominated in foreign currencies are recorded in the income statement.
Net unrealized exchange losses are recorded in the income statement; however, net unrealized gains are deferred within
accrued liabilities.
Financial assets are recorded at acquisition cost less any impairment losses.
The unconsolidated interim financial statements have been prepared in order to resolve on a dividend payment.
Notes to the Interim Financial Statements of Coca-Cola HBC AG, Zug
7. Share capital
Number of
shares
Nominal
value TotalFormation of the company 1'000'000 0.10 100'000Share capital decrease -25 0.10 -2Change of nominal value 14'925 6.70 99'998
355'009'014 6.70 2'378'560'393Total share capital 355'023'939 2'378'660'391
8. Equity
Share
capital
General
reserve
from capital
contributions
Reserve for
own shares
from capital
contributions
Available
earnings TotalFormation of the company 100'000 - - - 100'000Additional capital contribution - 1'810'800 - - 1'810'800Share capital decrease -2 2 - - -
Capital increase by contribution of
shares in Coca-Cola Hellenic
Bottling Company S.A., Maroussi
(GR) to settle the Company's
exchange offer 2'378'560'393 6'449'555'260 - - 8'828'115'653Purchase of own shares - -1'950'100 1'950'100 - -Allocation for own shares held by
Coca-Cola Hellenic Bottling
Company S.A., Maroussi (GR)
tendered in the Company's
exchange offer - -85'298'196 85'298'196 - -Loss of the year -5'557'168 -5'557'168Balance at 30 April 2013 2'378'660'391 6'364'117'766 87'248'296 -5'557'168 8'824'469'285
9. Significant shareholders
Number of
shares
Percentage of
issued share
capital1
Percentage of
outstanding
share capital2
Percentage of
issued share
capital after
squeeze-out3
Kar-Tess Holding 85'355'019 24.0% 24.3% 23.3%Total shareholdings related to TCCC 85'112'078 24.0% 24.2% 23.2%
Share basis 355'023'939
Share basis 351'578'879
Share basis 366'568'432
1 Basis: total issued share capital including treasury shares2 Basis: total issued share capital excluding treasury shares3 Basis: total issued share capital including treasury shares after Greek statutory
squeeze-out (assuming all remaining shareholders will receive a share in the
Company in return)
On 25 April 2013, the shareholders' meeting agreed to the creation of authorized capital in the maximum amount of CHF
77'348'103, anytime until 25 April 2015, through issuance of a maximum of 11'544'493 fully paid-in registered shares with a par
value of CHF 6.70 each, for the purpose of acquiring shares in Coca-Cola Hellenic Bottling Company SA (or of financing or
refinancing the acquisition of such shares).
On 25 April 2013, the shareholders' meeting agreed to the creation of conditional capital in the maximum amount of CHF
245'600'848, through issuance of a maximum of 36'656'843 fully paid-in registered shares with a par value of CHF 6.70 each
upon exercise of options issued to members of the Board of Directors, members of the management, employees or advisers of
the Company, its subsidiaries and other affiliated companies.
At 30 April 2013, to the knowledge of the Company, there were two shareholders exceeding the threshold of 5% voting rights in
the Company’s share capital.
Capital increase through investment in Coca-Cola Hellenic Bottling
Company S.A., Maroussi (GR)
Coca-Cola HBC AG, Zug
Notes to the Interim Financial Statements of Coca-Cola HBC AG, Zug
10. Compensation, shareholdings and loans
11. Shareholdings, conversion and option rights
Number of
shares
Percentage of
issued share
capital1
Percentage of
outstanding
share capital2
Percentage of
issued share
capital after
squeeze-out3
DirectorsJohn Hunter 2'000 0.00% 0.00% 0.00%
Christos Ioannou4487'500 0.14% 0.14% 0.13%
Sir Michael Llewellyn-Smith 545 0.00% 0.00% 0.00%
Dimitris Lois520'373 0.01% 0.01% 0.01%
Nigel Macdonald 1'700 0.00% 0.00% 0.00%
Senior ManagementJohn Brady 4'915 0.00% 0.00% 0.00%Per Breimyr 103 0.00% 0.00% 0.00%Alain Brouhard 4'207 0.00% 0.00% 0.00%Kleon Giavassoglou 944 0.00% 0.00% 0.00%Jan Gustavsson 36'441 0.01% 0.01% 0.01%Michalis Imellos 4'951 0.00% 0.00% 0.00%Bernard P. Kunerth 27'514 0.01% 0.01% 0.01%Keith Sanders 17'391 0.00% 0.00% 0.00%Richard Smyth 14'567 0.00% 0.00% 0.00%
Share basis 355'023'939
Share basis 351'578'879
Share basis 366'568'432
Number of
stock options Already vested
Vesting at the
end of 2013
Vesting at the
end of 2014Dimitris Lois 710'000 493'332 130'000 86'668Richard Smyth 548'701 456'699 61'334 30'668John Brady 541'001 449'000 61'333 30'668Jan Gustavsson 538'500 446'499 61'333 30'668Bernard Kunerth 509'001 422'001 58'000 29'000Kleon Giavassoglou 379'834 294'833 56'667 28'334Keith Sanders 354'775 284'774 46'667 23'334Per Breimyr 256'667 176'666 53'333 26'668Alain Brouhard 115'000 56'666 38'334 20'000Michalis Imellos 46'500 32'333 9'167 5'000
12. Accomplishment of a risk assessment
1 Basis: total issued share capital including treasury shares2 Basis: total issued share capital excluding treasury shares3 Basis: total issued share capital including treasury shares after Greek statutory
squeeze-out (assuming all remaining shareholders will receive a share in the
Company in return)
5 Includes 1'000 shares held by the spouse of Mr. Dimitris Lois
The following table sets out the information regarding the stock options held by members of Senior Management as of 30 April
2013:
The table below sets out as of 30 April 2013, the interests in the Company's total issued share capital that the members of the
Board of Directors ("Directors") and members of Senior Management (all of which, unless otherwise stated, are beneficial
interests or are interests of a person connected with a Director or a member of Senior Management) hold and the interests in
the Company’s share capital:
The Company participates in the global, integrated risk management processes of the Coca-Cola Hellenic Group. Within the
scope of these processes, the Board of Directors evaluates the risks once a year in accordance with article 663b no. 12 SCO
and discusses if any corresponding actions are necessary.
4 Mr. Christos Ioannou holds 440'000 Company Shares on his own and 190'000
Company Shares in a joint account with his brother and two sisters (of which he
effectively owns 25%, i.e., 47'500 Company Shares).
Since the Company has only been listed for two days at the cutoff date of these unconsolidated interim financial statements, the
information pursuant to article 663bbis SCO (including information on compensation of the Board of Directors and Senior
Management) is considered to be immaterial for purposes of these unconsolidated interim financial statements. Full disclosure
pursuant to Art. 663bbis SCO for the financial year will be provided in the next annual report.
Coca-Cola HBC AG, Zug
Proposed appropriation of balance sheet profit and reserves
1.
2. Proposed appropriation of reserves / declaration of dividend
CHF6'364'117'766
-154'532'6666'209'585'100
CHF6'364'117'766
-200'000'0006'164'117'766
2Dividend is capped at a total aggregate amount of CHF 200'000'000.
1Illustrative at an exchange ratio of CHF 1.24 per EUR. Assumes that all remaining shareholders of Coca-Cola Hellenic Bottling
Company S.A. have received shares in the Company in the Greek statutory squeeze-out and the shares entitled to a dividend
amount to 366'553'507.
Variant 1: Dividend of EUR 0.34 at current exchange ratioAs of 30 April 2013General capital contribution reserve before distribution
Proposed dividend of EUR 0.341
Proposed treatment of balance sheet profit/net loss
Variant 2: Dividend if cap is triggeredAs of 30 April 2013General capital contribution reserve before distribution
(Maximum) dividend if cap is triggered2
(Minimum) general capital contribution reserve after distribution
General capital contribution reserve after distribution
The interim balance sheet as of 30 April 2013 does not show a balance sheet profit subject to appropriation by the
shareholders. The net loss of CHF 5'557'168 will be carried forward.
The Board of Directors proposes to declare a gross dividend of EUR 0.34 on each ordinary registered share with a par value of
CHF 6.70 out of the general capital contribution reserve, as shown in the unconsolidated interim financial statements of the
Company as of 30 April 2013. Own shares held directly by the Company are not entitled to dividends. The total aggregate
amount of the dividends shall be capped at an amount of CHF 200'000'000 (the "Cap"), and thus will reduce the general capital
contribution reserve of CHF 6'364'117'766, as shown in the unconsolidated interim financial statements as of 30 April 2013, by
a maximum of CHF 200'000'000 to a minimum of CHF 6'164'117'766. To the extent that the dividend calculated on 0.34 EUR
per share would exceed the Cap on the day of the extraordinary general meeting according to an exchange ratio determined by
the Board of Directors in its reasonable opinion, the euro per share amount of the dividend shall be reduced on a pro rata basis
so that the aggregate amount of all dividends paid does not exceed the Cap. Payment of the dividend shall be made at such
time and with such record date as shall be determined by the Board of Directors in its discretion.
Note: Provided that the proposed distribution out of the general capital contribution reserve is approved, it is currently
anticipated that the dividend would be paid on 23 July 2013 to holders of shares on the record date 28 June 2013. The shares
are expected to be traded ex-dividend as of 26 June 2013, in which case the last day on which the shares may be traded with
entitlement to receive dividends will be 25 June 2013. If, however, the Greek statutory squeeze-out of the remaining minorities
in Coca-Cola Hellenic Bottling Company S.A. is delayed, the Board of Directors expects to postpone the ex-dividend date, the
record date and the payment of the dividend until after the completion of the Greek statutory squeeze-out.
Coca-Cola HBC AG, Zug