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George
H. White, Esq.
Sullivan
& Cromwell LLP
One
New Fetter Lane
London
EC4A 1AN
England
UK
011-44-207-959-8900
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Herman
H. Raspé, Esq.
Patterson
Belknap Webb & Tyler LLP
1133
Avenue of the Americas
New
York, New York 10036
212-336-2000
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It
is proposed that this filing become effective under Rule 466:
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| If a separate registration statement has been filed to register the deposited shares, check the following box : o | |||
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Title
of Each Class of
Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Aggregate
Price Per Unit*
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Proposed
Maximum
Aggregate
Offering Price**
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Amount
of
Registration
Fee
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American
Depositary Shares (“ADSs”), each representing the right to
receive one ordinary share of Coca Cola Hellenic
Bottling Company S.A.
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100,000,000
ADSs
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$5.00
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$5,000.000
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$356.50
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*
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Each
unit represents 100 American Depositary
Shares.
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**
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Estimated
solely
for the purpose of calculating the registration fee. Pursuant
to Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance of
American Depositary Shares.
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| Item Number and Caption |
Location
in Form of American
Depositary
Receipt (“Receipt”)
Filed Herewith as
Prospectus
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| 1. | Name of Depositary and address of its principal executive office |
Face
of Receipt, Introductory Article and bottom center.
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| 2. | Title of Receipts and identity of deposited securities |
Face
of Receipt, top center.
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Terms
of Deposit:
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| (i) |
The
amount of deposited securities represented by one American Depositary
Share ("ADSs")
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Face
of Receipt, upper right corner.
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| (ii) | The procedure for voting, if any, the deposited securities |
Articles
(15) and (16).
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| (iii) | The collection and distribution of dividends |
Articles
(12) and (15).
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| (iv) | The transmission of notices, reports and proxy soliciting material |
Articles
(11) and (16).
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| (v) | The sale or exercise of rights |
Articles
(14) and (15).
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| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Articles
(3), (12) and (17).
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| (vii) | Amendment, extension or termination of the deposit agreement |
Articles
(20) and (21) (no provision for extensions).
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| (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs |
Article
(11).
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| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Articles
(2), (3), (4), (6), (7) and
(22). |
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Item Number and
Caption
|
Location
in Form of American
Depositary
Receipt (“Receipt”)
Filed Herewith as
Prospectus
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| (x) | Limitation upon the liability of the Depositary |
Articles
(4), (9) and (18).
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| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs |
Article
(7).
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Item
2. AVAILABLE INFORMATION
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Article
(11).
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(a)
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Form
of Amended and Restated Deposit Agreement, by and among Coca Cola Hellenic
Bottling Company, S.A., (the “Company”), Citibank, N.A., as depositary
(the “Depositary”), and Owners and Beneficial Owners of American
Depositary Receipts issued thereunder (“Deposit
Agreement”). — Filed herewith as Exhibit
(a).
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(b)
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Any
other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities represented thereby. —
None.
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(c)
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Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at any
time within the last three years. —
None.
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(d)
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Opinion
of counsel for the Depositary as to the legality of the securities to be
registered. —
Filed herewith as Exhibit
(d).
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(e)
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Certificate
under Rule 466. —
None.
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(f)
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Powers
of Attorney for certain officers and directors and the authorized
representative of the Company. —
Set forth on the signature pages
hereto.
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(a)
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The
Depositary undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of ADSs, any
reports and communications received from the issuer of the deposited
securities which are both (1) received by the Depositary as the holder of
the deposited securities, and (2) made generally available to the holders
of the underlying securities by the
issuer.
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(b)
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If
the amount of fees charged is not disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the amount of
any fee charged and describing the service for which it is charged and to
deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered
holder of an ADS thirty (30) days before any change in the fee
schedule.
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Legal
entity created by the Amended and Restated Deposit Agreement under which
the American Depositary Shares registered hereunder are to be issued, each
American Depositary Share representing the right to receive one (1)
ordinary share of Coca Cola Hellenic Bottling Company
S.A.
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CITIBANK,
N.A., solely in its capacity as Depositary
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By:
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/s/ Keith Galfo | ||
| Name: |
Keith
Galfo
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| Title: | Vice President | |||
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COCA
COLA HELLENIC BOTTLING COMPANY
S.A.
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By:
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/s/ George A. David | ||
| Name: |
George
A. David
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| Title: |
Chairman
of the Board
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Signatures
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Title
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/s/ George A.
David
George
A. David
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Chairman
of the Board
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/s/ Doros
Constantinou
Doros
Constantinou
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Managing
Director (principal executive officer and director)
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/s/ Robert
Murray
Robert
Murray
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Chief
Financial Officer (principal financial and accounting
officer)
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/s/ Anastasios P.
Leventis
Anastasios
P. Leventis
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Vice-Chairman
of the Board
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/s/ Anastassis G.
David
Anastassis
G. David
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Director
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/s/ Alexander B.
Cummings
Alexander
B. Cummings
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Director
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/s/ Antonio
D’Amato
Antonio
D’Amato
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Director
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/s/ Kent
Atkinson
Kent
Atkinson
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Director
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_________________________
Irial
Finan
|
Director
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/s/ Haralambos K.
Leventis
Haralambos
K. Leventis
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Director
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/s/ Michael
Llewellyn-Smith
Sir
Michael Llewellyn-Smith
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Director
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/s/ Nigel
Macdonald
Nigel
Macdonald
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Director
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/s/ Donald J.
Puglisi
Donald
J. Puglisi
Puglisi
& Associates
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Authorized
Representative in the United States
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Exhibit
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Document
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Sequentially
Numbered
Page
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(a)
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Form
of Amended and Restated Deposit
Agreement
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(d)
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Opinion
of counsel to the Depositary
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