CCHBF Coca Cola HBC Ltd (PK)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 13 to

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

COCA-COLA HELLENIC BOTTLING COMPANY S.A.

(Name of Subject Company (Issuer))

COCA-COLA HBC AG
KAR-TESS HOLDING

(Name of Filing Persons (Offerors))

Ordinary shares of nominal value €1.01 per ordinary share
American depositary shares (ADSs), each ADS representing one ordinary share

(Title of Classes of Securities)

GRS104003009 (Ordinary Shares)

(ISIN of Class of Securities)

(Name, address, and telephone numbers of person authorized to receive

notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

This Amendment No. 13 supplements Items 8, 11, and 12 (but no other item) of the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed on March 19, 2013, and amended on March 25, 2013, March 27, 2013, April 16, 2013, April 22, 2013, April 26, 2013, April 29, 2013, April 30, 2013, May 3, 2013, May 17, 2013, May 23, 2013, May 28, 2013 and May 30, 2013 by Coca-Cola HBC AG, a Swiss Aktiengesellschaft/société anonyme (“Coca-Cola HBC”), and Kar-Tess Holding, a société à responsabilité limitée organized under the laws of Luxembourg and formerly the sole shareholder of Coca-Cola HBC. The Schedule TO, as amended from time to time, relates to the offer by Coca-Cola HBC to acquire all of the ordinary shares (“Coca-Cola Hellenic Shares”) of Coca-Cola Hellenic Bottling Company S.A., a Greek corporation, including Coca-Cola Hellenic Shares represented by Coca-Cola Hellenic American depositary shares (“Coca-Cola Hellenic ADSs”), that Coca-Cola HBC does not hold directly or indirectly (the “Exchange Offer”). The Exchange Offer is comprised of the U.S. offer and the Greek offer. The U.S. offer comprises an offer made pursuant to the offer to exchange/prospectus, dated March 19, 2013 (the “Offer to Exchange/Prospectus”), to (i) all holders of Coca-Cola Hellenic Shares located in the United States and (ii) all holders of Coca-Cola Hellenic ADSs, wherever located. Unless otherwise defined herein, capitalized terms used in this Schedule TO shall have the meaning given to them in the Offer to Exchange/Prospectus.

The Offer to Exchange/Prospectus forms part of Coca-Cola HBC’s Registration Statement on Form F-4 (Reg. No. 333-184685) filed with the Securities and Exchange Commission on November 1, 2012, as amended on December 4, 2012, December 17, 2012, December 19, 2012, February 26, 2013, March 6, 2013, April 22, 2013 and May 23, 2013 (the “Registration Statement”). The Registration Statement became effective on March 11, 2013.

As previously disclosed, Coca-Cola HBC successfully acquired 355,009,014 Coca-Cola Hellenic Shares, representing 96.85% of all issued Coca-Cola Hellenic Shares, including those represented by Coca-Cola Hellenic ADSs, in exchange for Coca-Cola HBC Shares and Coca-Cola HBC ADSs issued on a one-for-one basis in the initial offering period of the Exchange Offer; Kar-Tess Holding, the former sole shareholder of Coca-Cola HBC, acquired 85,355,019 Coca-Cola HBC Shares in exchange for its 85,355,019 Coca-Cola Hellenic Shares in the Exchange Offer on the same terms and conditions as the other holders of Coca-Cola Hellenic Shares; and Kar-Tess Holding transferred 14,925 ordinary shares representing Coca-Cola HBC’s initial share capital to Coca-Cola HBC in return for a payment equal to the par value of such shares plus €1.5 million corresponding to the amount of the additional equity contribution Kar-Tess Holding made to Coca-Cola HBC in connection with the Exchange Offer (such payment will be made in accordance with Swiss law after shareholder approval of Coca-Cola HBC’s audited unconsolidated interim financial statements following settlement of the Exchange Offer).

Because Coca-Cola HBC held more than 90% of the total issued Coca-Cola Hellenic Shares after completion of the Exchange Offer, Coca-Cola HBC initiated a buy-out procedure (the “Greek Statutory Buy-Out”) to compulsorily acquire all remaining Coca-Cola Hellenic Shares in accordance with Articles 27 and 27a of Greek Law 3461/2006 and the relevant implementing decision of the Hellenic Capital Markets Commission (the “HCMC”).  Pursuant to the Greek Statutory Buy-Out, Coca-Cola Hellenic became a wholly owned subsidiary of Coca-Cola HBC.

As of June 18, 2013, Coca-Cola HBC’s issued share capital consists of 366,755,000 ordinary shares, of which 14,925 ordinary shares are held by Coca-Cola HBC and 3,430,135 ordinary shares are held by its subsidiary, Coca-Cola Hellenic, in treasury.  Accordingly, as of June 18, 2013, the total number of voting rights in Coca-Cola HBC is 363,309,940.   As a result of the Exchange Offer and subsequent Greek Statutory Buy-Out, Kar-Tess Holding currently holds 85,355,019 Coca-Cola HBC Shares, representing approximately 23.5 percent of Coca-Cola HBC’s voting rights (calculated excluding the 3,445,060 Coca-Cola HBC Shares held in treasury, for which voting rights are suspended so long as such shares are held in treasury).

Item 8. ( Interest in Securities of the Subject Company ) and Item 11. ( Additional Information ).

Item 8 and Item 11 are hereby amended to add the following:

The information set forth in exhibits (a)(1)(xliii) and (a)(1)(xliv) is incorporated by reference herein.

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SIGNATURES

After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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