Securities Exchange Act of 1934
Rule 13e-3
Rule 14d-10
Rule 14e-1(c)
Rule 14d-7(a)(1)
Rule 14d-11(d)
Rule 14d-11(e)
Rule 14d-11(f)
Rule 14e-5
Rule 14e-5(a)
Section 14(d)(5)

March 14, 2013

Exemptive and no-action letter: Exchange offer by Coca-Cola HBC AG for all outstanding shares of Coca-Cola Hellenic Bottling Company S.A.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via Facsimile at 011 44 207 959 8950 and U.S. Mail

George H. White
Sullivan & Cromwell LLP
One New Fetter Lane
London EC4A1AN, England

Dear Mr. White:

We are responding to your letter dated March 12, 2013 to Michele Anderson and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence and the accompanying letter from Greek counsel. Unless otherwise noted, all capitalized terms in this letter have the same meaning as in your letter of March 12, 2013.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants an exemption from:

• Rule 14d-10 under the Exchange Act to permit the exchange offer to be conducted as two separate offers, (i) one to holders of Coca-Cola Hellenic shares located in the United States and to all holders of Coca-Cola American depositary shares (ADSs), wherever located, and (ii) another to holders of Coca-Cola Hellenic shares located outside the United States;
   
• Rule 14e-1(c) under the Exchange Act to permit payment for Coca-Cola Hellenic shares and ADSs tendered during the initial offering period to be made in accordance with Greek payment practices and no later than the fifth Greek business day after expiration of the initial offering period;
   
• Section 14(d)(5) and Rule 14d-7(a)(1) under the Exchange Act to permit withdrawal rights to be suspended for up to two Greek business days after the expiration of the initial offering period while tendered securities are being counted;
   
• Rule 14d-11(d) under the Exchange Act to permit the subsequent offering period to begin after the announcement of the results of the exchange offer are published, which will occur within two Greek business days after the expiration of the initial offering period;
   
• Rule 14d-11(f) under the Exchange Act to permit CCHBC to offer only CCHBC shares during the initial offering period, while offering a choice of cash or CCHBC shares during the subsequent offering period. We note that the cash alternative offered during the subsequent offering is required under Greek law;
   
• Rule 14d-11(e) to permit CCHBC to issue new shares for shares tendered during the subsequent offering period approximately eight Greek business days after expiration of that period, as required under Greek law; and
   
• Rule 14e-5, to permit CCHBC to make purchases in the Greek offer during the US offer, and Rule 14e-5(a), to permit CCHBC to conduct the Statutory Buy-Out concurrently with the subsequent offering period as described in your letter.
   

Based on the representations made and the facts presented in your letter, the staff of the Division of Corporation Finance will not recommend enforcement action pursuant to Rule 13e-3 under the Exchange Act if the procedural, filing and informational requirements of Rule 13e-3 and Schedule 13E-3 are not complied with in connection with the exchange offer, the statutory sell-out or the statutory buy-out, as described in your letter.

The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your letter dated March 12, 2013 and the accompanying letter from Greek counsel of the same date and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

Enclosures

Securities Exchange Act of 1934
Rule 12g-3

March 14, 2013

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter 1 and Incoming Letter 2 are in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/cocacolahellenic032113.htm