Description of Activities

Description of transaction: The proposed transaction involves the acquisition by Coca-Cola HBC AG (“CCHBC AG”) and Coca-Cola HBC Holdings B.V. (“CCHBC BV”, a wholly owned subsidiary of CCHBC AG) (collectively, “CCHBC”) of the issued share capital of Coca-Cola Beverages Africa Proprietary Limited (“CCBA”). Post-merger, CCHBC will acquire sole control over CCBA. 

Acquiring group: The first primary acquiring undertaking is CCHBC AG, which has its principal place of business at: Turmstrasse 26, 6312 Steinhausen, Switzerland. The second primary acquiring undertaking CCHBC BV, which has its principal place of business at: Radarweg 60, 1043 NT, Amsterdam, Netherlands. The acquiring group, CCHBC is an authorised bottler of the Coca-Cola Company (“TCCC”) that prepares, packages, distributes and sells beverages bearing TCCC brands (“TCCC branded beverages”) and other beverages in 29 countries in Europe, Eurasia and Africa. CCHBC also partners with other businesses such as Monster Energy, Brown Forman and Edrington and is active in the bottling and distribution of a wide variety of drinks including sparkling soft drinks; water; energy and sports drinks; juice, snacks and premium spirits; coffee, and ready-to-drink tea. The CCHBC Group does not have any activities in Namibia. 

Target undertaking: The primary target undertaking is CCBA, which has its principal place of business at: 2nd Floor, Wanderers Building, The Campus, 57 Sloane Street, Bryanston, Johannesburg, Gauteng, South Africa, 2021. CCBA is an investment holding company with interests primarily in the carbonated and non-carbonated soft drink industry. In particular, CCBA holds controlling interests in subsidiaries authorised to prepare, package, distribute and sell TCCC-branded beverages (and other authorised branded beverages such as Monster) in specific regions across the African continent. In Namibia, CCBA indirectly controls Coca-Cola Namibia Bottling Company (Proprietary) Limited (“CCNBC”) which, in turn, controls Northern Mineral Waters, CCNBC currently has bottling plants and depots in Namibia. 

Relevant market: The merging parties submit that the relevant market as the supply of non-alcoholic ready-to-drink (“NARTD”) beverages in Namibia.

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