NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offering Circular. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. CONFIRMATION OF YOUR REPRESENTATION: You have accessed the attached document on the basis that you have confirmed your representation to Coca-Cola European Partners plc (the Issuer ), to Coca- Cola European Partners US, LLC (the Guarantor ) and to Coöperatieve Rabobank U.A., HSBC Bank plc, Mizuho International plc and UniCredit Bank AG (together, the Managers ) that (1) you are outside the United States and are not a U.S. person, as defined in Regulation S under the US Securities Act of 1933, as amended (the Securities Act ), nor acting on behalf of a U.S. person and, to the extent you purchase the securities described in the attached Offering Circular, you will be doing so pursuant to Regulation S under the Securities Act, (2) the electronic mail address to which the attached Offering Circular has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and its possessions include Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, and (3) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Guarantor, the Managers and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Issuer, the Guarantor or the Managers or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. Restrictions: The attached document is being furnished in connection with an offering exempt from registration under the Securities Act. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or to any U.S. person. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Managers, the Issuer or the Guarantor that would or is intended to, permit a public offering of the securities, or possession or distribution of the Offering Circular (in preliminary or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any Manager(s) or any affiliate of any Manager(s) is a licensed broker or dealer in that jurisdiction, the offering shall

2 be deemed to be made by such Manager(s) or such affiliate on behalf of the Issuer and the Guarantor in such jurisdiction. The Offering Circular is being distributed only to and directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (as amended, the Financial Promotion Order ), (iii) persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations etc ) of the Financial Promotion Order, or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue of any securities may otherwise lawfully be communicated or cause to be communicated (all such persons together being referred to as relevant persons ). This Offering Circular is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Offering Circular relates is available only to relevant persons and will be engaged in only with relevant persons. The Offering Circular may only be communicated to persons in Ireland in compliance with the Irish Companies Acts 1963 to 2009, the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland, the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) of Ireland and the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland. Under no circumstances shall the Offering Circular (in preliminary or final form) constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the Offering Circular who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the final Offering Circular. You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document, electronically or otherwise, to any other person. If you receive this document by , you should not reply by to this announcement. Any reply communications, including those you generate by using the Reply function through your software, will be ignored or rejected. If you receive this document by e- mail, your use of this is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

3 Coca-Cola European Partners plc 350,000,000 Floating Rate Notes due 2021 Issue Price % Guaranteed by Coca-Cola European Partners US, LLC The Floating Rate Notes due 2021 (the Notes ) will mature on 16 November 2021, unless earlier redeemed in whole. The Managers, as listed and defined below, expect to deliver the Notes to purchasers on or about 16 November The Notes will bear interest at a rate per annum, reset quarterly, equal to the Applicable EURIBOR Rate (as defined herein) plus 0.180%. We will pay interest on the Notes in arrear on 16 February, 16 May, 16 August and 16 November of each year (in each case, subject to adjustment as described herein), beginning on 16 February The Notes may be redeemed, at any time, in the event of certain developments affecting taxation. See Description of Notes Redemption upon Changes in Withholding Taxes. The Notes will be unsecured and unsubordinated obligations. Our obligations under the Notes will be guaranteed on a senior unsecured basis by Coca-Cola European Partners US, LLC ( CCEP US or the Guarantor ). The Notes will rank equally with all of our and the Guarantor s respective future unsecured senior indebtedness. The Notes will be issued only in denominations of 100,000 and integral multiples of 1,000 in excess thereof. The Notes will be initially in the form of one or more registered global notes (together, the Global Notes ). The Global Notes will be deposited with, and registered in the name of, a nominee for the common depositary for Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking S.A. ( Clearstream ), or a nominee of such common depositary. Ownership of interests in the Global Notes, referred to in this description as book-entry interests, will be limited to persons that have accounts with Euroclear or Clearstream or their respective participants. The terms of the Fiscal Agency Agreement (as defined below) will provide for the issuance of definitive registered Notes in certain circumstances. See Book-Entry; Delivery and Form. Currently there is no public market for the Notes. Application has been made to the Irish Stock Exchange plc for the approval of this document as listing particulars. Application has been made to the Irish Stock Exchange plc for the Notes to be listed and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of the Irish Stock Exchange plc. The Global Exchange Market is not a regulated market for the purposes of EU Directive 2004/39/EC (as amended) (the Markets in Financial Instruments Directive ). There is no assurance that the Notes will be listed and admitted to trading on the Global Exchange Market of the Irish Stock Exchange plc. Investing in the Notes involves risks. Please refer to the risk factors beginning on page 2 of this offering circular (the Offering Circular ) and the risk factors included in Coca-Cola European Partners plc s Annual Report on Form 20-F for the year ended 31 December 2016 (the CCEP 20-F ) filed on 12 April 2017 with the US Securities and Exchange Commission (the Commission ) and in our other reports filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act ), which risk factors we incorporate by reference herein. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) and may not be offered or sold within the United States. The Notes are being sold outside the United States in reliance on Regulation S under the Securities Act ( Regulation S ) and are not being offered or sold, directly or indirectly, within the United States or to U.S. persons (as defined in Regulation S). HSBC Mizuho Securities Rabobank UniCredit Bank 14 November 2017

4 TABLE OF CONTENTS PAGE Notice to Investors... ii Documents Incorporated by Reference... v Forward-Looking Information...vi Information about the Company and the Guarantor... 1 Risk Factors... 2 Use of Proceeds... 5 Capitalisation... 6 Selected Historical Financial Data... 7 Directors and Executive Officers and Corporate Governance... 9 Principal Shareowners Description of Notes Book-Entry; Delivery and Form Taxation Subscription and Sale Legal Matters Independent Registered Public Accounting Firm Listing and General Information No person is authorised to give any information or to make any representations other than those contained in this Offering Circular and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of Coca-Cola European Partners plc ( CCEP ), the Guarantor or the Managers. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this Offering Circular or an offer to sell or a solicitation of an offer to buy such securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of CCEP or CCEP US since the date of this Offering Circular, or that the information herein is correct as of any time since its date. CCEP and CCEP US accept responsibility for the information contained in this Offering Circular. For a description of certain restrictions on offering and sales of Notes and on distribution of this Offering Circular, see Notice to Investors and Subscription and Sale. In this Offering Circular, unless otherwise specified or the context otherwise requires, references to dollars and $ are to United States dollars and references to and euro are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended. Unless provided otherwise or the context otherwise requires, references in this Offering Circular to (i) the Company, Issuer, CCEP, we, us, and our are to Coca-Cola European Partners plc and (ii) CCEP US and the Guarantor are to Coca-Cola European Partners US, LLC, provided that any references to CCEP US for periods prior to the date of Merger (as defined below), 28 May 2016, are to Coca-Cola Enterprises, Inc. i

5 NOTICE TO INVESTORS We have prepared this Offering Circular solely for use in connection with the proposed offering of the Notes described in this Offering Circular. This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Notes. Distribution of this Offering Circular to any person other than the offeree and any person retained to advise such offeree with respect to the purchase of Notes is unauthorised, and any disclosure of any of the contents of this Offering Circular, without our prior written consent, is prohibited. By accepting delivery of this Offering Circular, you agree to the foregoing restrictions and to make no photocopies of this Offering Circular or any documents referred to herein. None of Coöperatieve Rabobank U.A. ( Rabobank ), HSBC Bank plc, Mizuho International plc and UniCredit Bank AG (together, the Managers ) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Offering Circular. The Managers assume no responsibility for its accuracy or completeness. Nothing contained in this Offering Circular is or should be relied upon as a promise or representation by the Managers as to the past or future. In connection with the offering, the Managers are not acting for anyone other than the Company and CCEP US and will not be responsible to anyone other than the Company and CCEP US for providing the protections afforded to their clients nor for providing advice in relation to the offering. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Company in relation to the Notes and is not itself seeking listing or admission of the Notes to trading on the Global Exchange Market. We and CCEP US accept responsibility for the information contained in this Offering Circular. To the best of our and CCEP US knowledge and belief, the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors upon request to us or the Managers. The descriptions of the operations and procedures of Euroclear and Clearstream set forth in this Offering Circular, including the section entitled Book-Entry; Delivery and Form, are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. None of the Company, CCEP US or the Managers takes any responsibility for these operations and procedures and we urge investors to contact the systems or their participants directly to discuss these matters. Any third party information described in the immediately preceding paragraph and included in this Offering Circular has been accurately reproduced and, as far as we and CCEP US are aware and are able to ascertain from the information published by the third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Managers will provide you with a copy of this Offering Circular and any related amendments or supplements. By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this Offering Circular and have had an opportunity to request, and have received, all additional information that you need from us. You further acknowledge that the Managers are not responsible for, and are not making any representation to you concerning, our future performance or the accuracy or completeness of this Offering Circular. You should rely only on the information contained in this Offering Circular or incorporated by reference herein. We and CCEP US have not, and the Managers have not, authorised any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and CCEP US are not, and the Managers are not, making an offer to sell the Notes in any jurisdiction except where the offer or sale is permitted. You should assume that the information appearing in this Offering Circular is accurate only as of the date on the front cover of this Offering Circular. Our and CCEP US business, financial condition, results of operations, and prospects may have changed since that date. ii

6 Neither we, nor CCEP US, nor the Managers nor any of our or their respective representatives are making any representation to you regarding the legality of an investment in the Notes, and you should not construe anything in this Offering Circular as legal, business, tax, or other advice. You should consult your own advisors as to the legal, tax, business, financial, and related aspects of an investment in the Notes. Laws in certain jurisdictions may restrict the distribution of this Offering Circular and the offer and sale of the Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer, or sell the Notes or possess or distribute this Offering Circular, and you must obtain all applicable consents and approvals; neither we, nor CCEP US nor the Managers shall have any responsibility for any of the foregoing legal requirements. Interests in the Notes will be available initially in book-entry form. We expect that the Notes sold will be issued in the form of one or more Global Notes. The Global Notes will be deposited and registered in the name of a common depository (or its nominee) for Euroclear and Clearstream. Transfers of interests in the Global Notes will be effected through records maintained by Euroclear and Clearstream and their respective participants. After the initial issue of the Global Notes, the Notes will not be issued in definitive registered form except under the circumstances described in the section Book-Entry; Delivery and Form. This Offering Circular sets out the procedures of Euroclear and Clearstream in order to facilitate the original issue and subsequent transfers of interest in the Notes among participants of Euroclear and Clearstream. However, neither Euroclear or Clearstream is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued by any of them at any time. We will not, nor will CCEP US, nor will the Managers, nor will any of our agents, have responsibility for the performance of the respective obligations of Euroclear and Clearstream or their respective participants under the rules and procedures governing their operations. Application has been made to the Irish Stock Exchange plc for the approval of this document as listing particulars. Application has been made to the Irish Stock Exchange plc for the Notes to be listed and admitted to trading on the Global Exchange Market, which is the exchange-regulated market of the Irish Stock Exchange plc. The Global Exchange Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive. You may not use any information herein for any purpose other than considering an investment in the Notes. We reserve the right to withdraw this offering of the Notes at any time. We and the Managers reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason and to allot to any prospective purchaser less than the full amount of the Notes sought by it. This Offering Circular does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA This Offering Circular has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. The expression Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in that Member State. NOTICE TO INVESTORS IN THE UNITED KINGDOM This Offering Circular is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order ), (ii) are persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations, etc. ) of the Financial Promotion Order, (iii) are outside the United Kingdom (the UK ), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the FSMA )) in connection with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons ). This Offering Circular is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant iii

7 persons. Any investment or investment activity to which this Offering Circular relates is available only to relevant persons and will be engaged in only with relevant persons. Recipients of this Offering Circular are not permitted to transmit it to any other person. The Notes are not being offered to the public in the United Kingdom. STABILISATION In connection with the offering of the Notes, Rabobank (the Stabilising Manager ) (or persons acting on their behalf) may over allot Notes or effect transactions with a view to supporting the market price of the Notes during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation action may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offering of the Notes is made and, if begun, may cease at any time, but it must end no later than 30 days after the date on which the Company received the proceeds of the issue, or no later than 60 days after the date of the allotment of the Notes, whichever is the earlier. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager (or persons acting on their behalf) in accordance with all applicable laws and rules and will be undertaken at the offices of the Stabilising Manager (or persons acting on their behalf) and on the Global Exchange Market of the Irish Stock Exchange plc. iv

8 DOCUMENTS INCORPORATED BY REFERENCE This Offering Circular incorporates by reference (i) the CCEP 20-F, (ii) CCEP s report on Form 6-K (the CCEP Six Months Results 6-K ) filed on 14 August 2017 with the Commission containing its interim results for the six months ended 30 June 2017 and (iii) CCEP s report on Form 6-K (the CCEP Nine Months Results 6-K ) filed on 7 November 2017 with the Commission containing its interim results for the nine months ended 29 September 2017, but only the report on Form 6-K filed by CCEP with the Commission on 7 November 2017 which contains an introductory note regarding incorporation of the report on Form 6-K by reference into certain of CCEP s registration statements with the Commission. The CCEP 20-F is available on the Commission s website at: The CCEP Six Months Results 6-K is available on the Commission s website at: The CCEP Nine Months Results 6-K is available at: The CCEP 20-F, CCEP Six Months Results 6-K and CCEP Nine Months Results 6-K have also been filed with the Irish Stock Exchange plc. The public may read and copy any materials we have filed with the Commission at the Commission s Public Reference Room at 100 F Street, N.E., Washington, D.C , United States. The public may obtain information on the operation of the Public Reference Room by calling the Commission at SEC The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding registrants like CCEP that file electronically with the Commission. The address of the Commission s website is Any statement contained in this Offering Circular or in any document incorporated or deemed to be incorporated by reference in this Offering Circular will be deemed to be modified or superseded for purposes of this Offering Circular to the extent that a statement contained in this Offering Circular, or is deemed to be incorporated by reference in this Offering Circular, modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this Offering Circular. v

9 FORWARD-LOOKING INFORMATION This Offering Circular and any documents incorporated by reference herein may contain statements, estimates or projections that constitute forward-looking statements concerning the financial condition, performance, results, strategy and objectives of CCEP and its subsidiaries. Generally, the words believe, expect, intend, estimate, anticipate, project, plan, seek, may, could, would, should, might, will, forecast, outlook, guidance, possible, potential, predict and similar expressions identify forwardlooking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from CCEP s historical experience and its present expectations or projections. These risks and uncertainties include, but are not limited to, obesity concerns; water scarcity and poor quality; evolving consumer preferences; increased competition and capabilities in the marketplace; product safety and quality concerns; perceived negative health consequences of certain ingredients, such as non-nutritive sweeteners and biotechnology-derived substances, and of other substances present in CCEP s beverage products or packaging materials; increased demand for food products and decreased agricultural productivity; changes in the retail landscape or the loss of key retail or foodservice customers; fluctuations in foreign currency exchange rates; fluctuations in the stability of the euro; interest rate increases; an inability of CCEP to maintain good relationships with its partners; a deterioration in its partners financial condition; increases in income tax rates, changes in income tax laws or unfavourable resolution of tax matters; increased or new indirect taxes in CCEP s tax jurisdictions; increased cost, disruption of supply or shortage of energy or fuels; increased cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials; changes in laws and regulations relating to beverage containers and packaging; significant additional labelling or warning requirements or limitations on the availability of CCEP s respective products; an inability of CCEP to protect its respective information systems against service interruption, misappropriation of data or breaches of security; unfavourable general economic or political conditions in Europe or elsewhere; the United Kingdom s exit from the European Union; litigation or legal proceedings; non-compliance with anti-corruption laws and regulations and economic sanctions programmes; adverse weather conditions; climate change; damage to CCEP s respective brand images and corporate reputation from negative publicity, even if unwarranted, related to product safety or quality, human and workplace rights, obesity or other issues; changes in, or failure to comply with, the laws and regulations applicable to CCEP s respective products or business operations; changes in accounting standards; an inability of CCEP to achieve its respective overall long-term growth objectives; deterioration of global credit market conditions; default by or failure of one or more of CCEP s respective counterparty financial institutions; fluctuations in CCEP s debt rating; an inability to timely implement any previously announced actions to reinvigorate growth, or to realise the economic benefits CCEP anticipates from these actions; failure to realise a significant portion of the anticipated benefits of strategic relationships, including (without limitation) The Coca-Cola Company s relationship with Monster Beverage Corporation; an inability to renew collective bargaining agreements on satisfactory terms, or CCEP or its respective partners experience strikes, work stoppages or labour unrest; future impairment charges; an inability to realise business integration and synergy savings; an inability to successfully manage the possible negative consequences of productivity initiatives; global or regional catastrophic events; and other risks discussed in the CCEP 20-F and in the CCEP Six Months Results 6-K. Due to these risks and uncertainties, CCEP s actual future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set out in CCEP s forward-looking statements. You should not place undue reliance on forwardlooking statements, which speak only as of the date they are made. CCEP does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required under applicable rules, laws and regulations. CCEP assumes no responsibility for the accuracy and completeness of any forward-looking statements. Any or all of the forward-looking statements contained in this Offering Circular and in any other of CCEP s public statements may prove to be incorrect. vi

10 INFORMATION ABOUT THE COMPANY AND THE GUARANTOR CCEP Our business was formed on 28 May 2016 through the merger of the legacy businesses of CCEP US, Coca- Cola Iberian Partners, S.A.U. ( CCIP ) and Coca-Cola Erfrischungsgetränke GmbH ( CCEG ) (the Merger ). Under the terms of the Merger, in July 2016, we completed the acquisition of Vifilfell hf., the Coca-Cola bottler in Iceland. We and our subsidiaries are a leading consumer goods group in Western Europe, selling, making and distributing an extensive range of ready-to-drink beverages. We are the world s largest independent Coca-Cola bottler based on revenue. We serve a consumer population of over 300 million across Western Europe, including Andorra, Belgium, continental France, Germany, Great Britain, Iceland, Luxembourg, Monaco, the Netherlands, Norway, Portugal, Spain and Sweden. Our ordinary shares are listed on Euronext Amsterdam, New York Stock Exchange, Euronext London and the continuous market of the Spanish Stock Exchange. See Item 4. B Business overview under the heading, 20 F table of cross references, in the CCEP 20-F, which is incorporated herein by reference. We are a public limited company organised under the laws of England and Wales (registered number ) formed on 4 August Our principal executive offices are located at Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom, and our telephone number at that address is +44 (0) CCEP US CCEP US is a wholly-owned subsidiary of CCEP. CCEP US is a limited liability company organised under the laws of the State of Delaware on 5 August The principal executive offices of CCEP US are located at 2500 Windy Ridge Parkway, 14th Floor, Atlanta, Georgia 30339, United States, and its telephone number at that address is +1 (678)

11 RISK FACTORS An investment in the Notes involves risks. In consultation with your financial and legal advisers, you should carefully consider, among other matters, the risk factors set forth below, as well as the risk factors in the CCEP 20- F, the CCEP Six Months Results 6-K and our other reports filed with the Commission, as they may be amended, updated or modified in our reports filed with the Commission, which risk factors we incorporate by reference herein, before deciding whether an investment in the Notes is suitable for you. The Notes will be effectively subordinated to our non-guarantor subsidiaries existing and future indebtedness. Substantially all of our operations are conducted through our subsidiaries, including CCEP US. As a result, our cash flow and debt servicing, including the Notes, will depend in large part upon our subsidiaries cash flows and their ability to make dividend or other intercompany loan payments to us. Additionally, except to the extent our subsidiaries other than CCEP US guarantee the Notes or we may be a creditor with recognised claims against such subsidiaries, the claims of creditors of our non-guarantor subsidiaries will have priority with respect to the assets and earnings of such subsidiaries over claims of our direct creditors, including holders of the Notes. As at 30 June 2017, our non-guarantor subsidiaries had 21.9 billion of assets (including net 3.4 billion of intercompany assets) and 6.6 billion of liabilities. There is currently no market for the Notes. We cannot assure you that an active trading market will develop. The Notes are new securities for which there is currently no existing market. Although we have made an application for the Notes to be listed and admitted to trading on the Global Exchange Market of the Irish Stock Exchange plc, we cannot assure you that the Notes will become or will remain listed or admitted to trading. We cannot assure you as to the liquidity of any market that may develop for the Notes, the ability of holders of the Notes to sell them, or the price at which the holders of the Notes may be able to sell them. The liquidity of any market for the Notes will depend on the number of holders of the Notes, prevailing interest rates, the market for similar securities, and other factors, including general economic conditions and our own financial condition, performance, and prospects. As a result, we cannot assure you that an active trading market for the Notes will develop or, if one does develop, that it will be maintained. We cannot assure you that the procedures for book-entry interests to be implemented through Euroclear or Clearstream will be adequate to ensure the timely exercise of your rights under the Notes. Unless and until Notes in definitive registered form are issued in exchange for Global Notes, owners of book-entry interests will not be considered owners or holders of the Notes except in the limited circumstances provided in the Fiscal Agency Agreement. The common depositary for Euroclear and Clearstream (or its nominee) will be the sole registered holder of the Global Notes representing the Notes. After payment to the common depositary, we will have no responsibility or liability for the payment of interest, principal, or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of Euroclear or Clearstream, as applicable, and if you are not a participant in Euroclear or Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder under the Fiscal Agency Agreement. See Book-Entry; Delivery and Form. Unlike the holders of the Notes themselves, owners of book-entry interests will not have the direct right to act upon our solicitations for consents, requests for waivers, or other actions from holders of the Notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear or Clearstream. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any request actions on a timely basis. Similarly, upon the occurrence of an event of default under the Fiscal Agency Agreement, if you own a book-entry interest, you will be restricted to acting through Euroclear or Clearstream. We cannot assure you that the procedures to be implemented through Euroclear or Clearstream will be adequate to ensure the timely exercise of rights under the Notes. See Book-Entry; Delivery and Form. 2

12 There may be risks associated with foreign currency judgments. The Fiscal Agency Agreement and the Notes referred to in this Offering Circular will be governed by, and construed in accordance with, the laws of the State of New York. An action based upon an obligation payable in a currency other than US dollars may be brought in courts in the United States. However, courts in the United States have not customarily rendered judgments for money damages denominated in any currency other than US dollars. In addition, it is not clear whether, in granting a judgment, the rate of conversion would be determined with reference to the date of default, the date judgment is rendered, or any other date. The Judiciary Law of the State of New York provides, however, that an action based upon an obligation payable in a currency other than US dollars will be rendered in the foreign currency of the underlying obligation and converted into US dollars at a rate of exchange prevailing on the date the judgment or decree is entered. In these cases, holders of foreign currency securities would bear the risk of exchange rate fluctuations between the time the amount of judgment is calculated and the time the foreign currency was converted into US dollars and paid to the holders. You should consult your own financial and legal advisors as to the risks entailed by an investment in the Notes. The Notes are not an appropriate investment for investors who are unsophisticated with respect to foreign currency transactions. United States Federal and state laws allow courts, under specific circumstances, to void guarantees and to require you to return payments received from the Guarantor. Although you will be direct creditors of the Guarantor by virtue of the note guarantee (as defined below), existing or future creditors of the Guarantor could avoid or subordinate the Guarantor s note guarantee under the fraudulent conveyance laws if they were successful in establishing that: such note guarantee was incurred with fraudulent intent; or the Guarantor did not receive fair consideration or reasonably equivalent value for issuing its note guarantee and o o o o was insolvent at the time of the note guarantee; was rendered insolvent by reason of the note guarantee; was engaged in a business or transaction for which its assets constituted unreasonably small capital to carry on its business; or intended to incur, or believed it would incur, debt beyond its ability to pay such debt as it matured. The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court. Generally, however, a company would be considered insolvent for purposes of the foregoing if: the sum of the company s debts, including contingent, unliquidated and unmatured liabilities, is greater than all of such company s property at a fair valuation, or if the present fair saleable value of the company s assets is less than the amount that will be required to pay the probable liability on its existing debts as they become absolute and matured. We cannot assure you as to what standard a court would apply in order to determine whether the Guarantor was insolvent as of the date its note guarantee was issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that the Guarantor was insolvent on that date. The note guarantee could be subject to the claim that, since the note guarantee was incurred for the benefit of CCEP and only indirectly for the benefit of the Guarantor, the obligations of the Guarantor thereunder were incurred for less than reasonably equivalent value or fair consideration. The obligations of the Guarantor under its note guarantee will be limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of the Guarantor, would cause the note guarantee of the 3

13 Guarantor not to constitute a fraudulent conveyance or fraudulent transfer under any applicable law. There can be no assurance as to what standard a court will apply in making a determination of such maximum amount. There is a possibility that the entire note guarantee may be set aside, in which case the entire liability of the Guarantor under the note guarantee may be extinguished. 4

14 USE OF PROCEEDS We estimate that the net proceeds from this offering will be approximately 350,500,000, after deducting certain offering expenses including the management and underwriting commission. We expect to use the net proceeds to repay maturing debt and for other general corporate purposes. 5

15 CAPITALISATION The following table sets forth CCEP s capitalisation and cash and cash equivalents on a consolidated basis as of 30 June CCEP s capitalisation and cash and cash equivalents are presented: on an actual basis; and as adjusted to give effect to this offering and the application of the net proceeds therefrom. You should read the following table along with the unaudited condensed consolidated financial statements and related notes of CCEP in the CCEP Six Months Results 6-K and the unaudited condensed consolidated financial statements of CCEP in the CCEP Nine Months Results 6-K, each of which is incorporated by reference herein. At 30 June 2017 Actual As Adjusted (unaudited) (in millions) Cash and cash equivalents Short-term borrowings... 1,075 1,075 Long-term borrowings... 5,274 5,625 Total borrowings... 6,349 6,700 Total equity... 6,580 6,580 Total capitalisation... 12,929 13,280 6

16 SELECTED HISTORICAL FINANCIAL DATA Our historical consolidated financial data presented in the table below is not necessarily indicative of our results of operations or financial position for any future period and should be read in conjunction with our audited consolidated financial statements as of and for the years ended 31 December 2016, 2015 and 2014, including the notes thereto, our unaudited condensed consolidated interim financial statements as of 30 June 2017 and for the six months ended 30 June 2017 and 1 July 2016, including the notes thereto, and our unaudited condensed consolidated interim financial statements as of 29 September 2017 and for the nine months ended 29 September 2017 and 30 September 2016, which are set out in the CCEP 20-F, CCEP Six Months Results 6-K and the CCEP Nine Months Results 6-K, respectively, which are incorporated by reference herein. The unaudited condensed consolidated interim financial statements of CCEP as of 30 June 2017 and for the six months ended 30 June 2017 and 1 July 2016 are presented in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and International Accounting Standard 34, Interim Financial Reporting (IAS 34). The audited consolidated financial statements of CCEP as of and for the years ended 31 December 2016, 2015, and 2014 are presented in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board, IFRS as adopted by the European Union and in accordance with the provisions of the Companies Act CCEP was formed on 28 May 2016 through the merger of the legacy businesses of CCEP US ( Coca-Cola Enterprises, Inc. ), CCIP and CCEG. Subsequent to the Merger, in July 2016, CCEP completed the acquisition of Vifilfell hf., the Coca-Cola bottler in Iceland. Upon the consummation of the Merger, the historical consolidated financial statements of Coca-Cola Enterprises, Inc. became CCEP s historical financial statements as Coca-Cola Enterprises, Inc. was deemed to be the predecessor to CCEP (refer to Note 2 of the audited consolidated financial statements included within the CCEP 20-F for further details). Therefore, the financial results presented in the table below for the years ended 31 December 2014 and 2015 and for period from 1 January 2016 through 27 May 2016 refer to Coca-Cola Enterprises, Inc. and its consolidated subsidiaries, and the periods from 28 May 2016 onwards refer to the combined financial results of CCEP. For the Six Months Ended For the Years Ended 31 December (in millions) 30 June July (unaudited) OPERATIONS SUMMARY Revenue 5,436 3,545 9,133 6,329 6,217 Cost of sales (3,321) (2,229) (5,584) (4,017) (3,987) Gross profit 2,115 1,316 3,549 2,312 2,230 Selling and distribution expenses (1,047) (553) (1,615) (919) (944) Administrative expenses (433) (449) (1,083) (634) (539) Operating profit Finance income Finance costs (76) (70) (154) (134) (123) Total finance costs, net (51) (61) (123) (110) (89) Non-operating items - (4) (9) (5) - Profit before taxes Taxes (139) (39) (170) (131) (174) Profit after taxes

17 As at 31 December As at 30 (in millions) June PERIOD-END FINANCIAL POSITION (unaudited) Intangible assets 8,400 8,344 3,202 Goodwill 2,522 2, Property, plant, and equipment 3,768 3,993 1,692 Total assets 18,838 18,568 6,996 Total borrowings 6,349 6,437 3,540 Total equity 6,580 6,

18 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our Senior Managers, in addition to the Directors listed below, are as follows: Senior Managers Name Age Position Manik Jhangiani 52 Chief Financial Officer Ronald J. Lewis 51 Chief Supply Chain Officer Clare Wardle 56 General Counsel & Company Secretary Lauren Sayeski 42 Chief Public Affairs and Communications Officer Peter Brickley 57 Chief Information Officer Victor Rufart 55 Chief Strategy Officer Nick Wall 58 Chief Human Resources Officer Francisco Cosano 57 General Manager, Iberia Leendert den Hollander 48 General Manager, Great Britain Ben Lambrecht 53 General Manager, France Frank Molthan 56 General Manager, Germany Stephen Moorhouse 51 General Manager, Northern Europe Scott Bourgeois 39 Chief Accounting Officer and Group Controller Manik Jhangiani (Chief Financial Officer) Nik has more than 20 years of finance experience, including 11 years within the Coca-Cola system. Prior to his current role, he became Senior Vice President and CFO for CCEP US in November 2013, after joining CCEP US in September Nik started working at The Coca-Cola Company ( TCCC ) as International Audit Manager in Atlanta in September 1998 before he became Director of Corporate Audit for the newly-formed Coca-Cola Hellenic Bottling Company in Vienna, Austria. In 2002, Nik was appointed Corporate Controller and became CFO in In 2007, Nik took on the additional responsibility of Director of Strategy. In 1988, Nik started his career in New York at accountancy firm Deloitte & Touche before spending two years at Bristol-Myers Squibb as International Senior Internal Auditor. He moved to join the Colgate-Palmolive Company in New York in 1994 and was appointed as Group Financial Director for the Nigerian operations in 1995, before moving to TCCC in Atlanta in September In 2010, Nik s work was recognised when he won CFO of the year for his work as CFO at Bharti Enterprises in New Delhi, India. Nik is a Certified Public Accountant from the State of New York and received his degree in accounting and economics from Rutgers University. Ronald J. Lewis (Chief Supply Chain Officer) Ron leads the end-to-end supply chain for CCEP across its 13 countries. Ron is an experienced supply chain leader within the Coca-Cola system. He has served as Senior Vice President, Supply Chain of CCEP US, and Vice President, Procurement and Chief Procurement Officer, for TCCC, where he was responsible for stewarding in excess of $38 billion in external spending. Previously, he led 7,000 employees across the Southeast Region in the US as Senior Vice President for Coca-Cola Refreshments and, before that, held the role of Vice President and Chief Procurement Officer for CCEP US. Ron has also served as Director of ZICO (a coconut water beverage company), Southeastern Container (a plastic bottle manufacturing company), Coca-Cola Supply and Coca-Cola Bottlers Sales & Service. Before starting his career with Coca-Cola he worked for Mars Inc and Cargill Inc. Ron has represented Coca-Cola in the US on the board of the Georgia Chamber of Commerce and served as a director on the board of the C5 Georgia Youth Foundation - a non-profit organisation that supports and inspires young people with potential from underprivileged backgrounds. He received a BSc in Chemical Engineering from Montana State University and a Master of Business Administration from the JL Kellogg Graduate School of Management at Northwestern University. Clare Wardle (General Counsel & Company Secretary) Clare was appointed as General Counsel & Company Secretary at CCEP in July She has considerable international experience in risk, governance, competition and compliance. Between 2010 and May 2016, Clare has 9