Coca-Cola Consolidated, Inc. - US1910981026 - Голландский аукцион

АО "ФИНАМ" сообщает, что поступила информация от НРД НКО АО о корпоративном действии «Голландский аукцион»

Обновление от 03.06.2024:

Получена обновленная информация о КД.
Подробная информация изложена в тексте сообщения от Иностранного депозитария и материалах к КД, приложенных к сообщению.

-------------- EVENT DETAILS -------------------
UPDATE 31/05/2024:
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TAX US IRC SECTION 302:
.----------------------
THIS EVENT FALLS WITHIN SECTION 302 OF THE US INTERNAL REVENUE
CODE. THIS MEANS THAT BY DEFAULT A 30 PERCENT US DIVIDEND
WITHHOLDING TAX WILL BE DEDUCTED ON THE EXPECTED PROCEEDS BY
EUROCLEAR BANK'S DEPOSITORY AS US WITHHOLDING AGENT. IF HOWEVER
PARTICIPANTS PROVIDE THE BELOW-MENTIONED CERTIFICATION WITHIN 50
CALENDAR DAYS OF THE PAYMENT OF THE PROCEEDS, THE EVENT WILL BE
TREATED AS A DISTRIBUTION IN EXCHANGE FOR STOCK AND THUS AS A
TAX-EXEMPT CAPITAL GAIN IN THE HANDS OF NON-US BENEFICIAL OWNERS
.
CONDITIONS TO CLAIM EXEMPT CAPITAL GAINS TAX TREATMENT
.-----------------------------------------------------
A BENEFICIAL OWNER WHICH IS PROPERLY DOCUMENTED AS A NON-RESIDENT
ALIEN FOR US TAX PURPOSES MAY CLAIM EXEMPT CAPITAL GAINS TREATMENT
IF THEY CERTIFY THAT, AS A CONSEQUENCE OF THE SECTION 302 EVENT,
EITHER:
(I) THEIR PROPORTIONATE INTEREST IN THE DISTRIBUTING COMPANY HAS
REDUCED, OR
(II) THEIR INTEREST IN THE DISTRIBUTING COMPANY HAS BEEN
COMPLETELY TERMINATED.
.
IF NEITHER OF THE ABOVE TESTS IS SATISFIED, THE BENEFICIAL OWNER
WILL BE TREATED AS HAVING RECEIVED A TAXABLE DIVIDEND TO THE
EXTENT OF THE OWNER'S ALLLOCABLE PORTION OF THE CURRENT AND
ACCUMULATED EARNINGS AND PROFITS OF THE COMPANY, AS DETERMINED FOR
US FEDERAL TAX PURPOSES.
.
HOW TO APPLY FOR A TAX REFUND IF THE BENEFICIAL OWNER IS ELIGIBLE
TO CLAIM EXEMPT CAPITAL GAINS TAX TREATMENT:
.
IN ORDER TO CLAIM CAPITAL GAINS TAX TREATMENT, PARTICIPANTS AND
BENEFICIAL OWNERS (AS APPROPRIATE) MUST COMPLETE THE RELEVANT
FORMS AND SEND A COPY WITHIN 50 CALENDAR DAYS AFTER THE PAYMENT
DATE OF THE CASH PROCEEDS TO THE FOLLOWING ADDRESS:
TAX.USA(AT)EUROCLEAR.COM
.
DOCUMENTATION:
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YOU MAY REQUEST THE FORMS (APPENDIX A AND APPENDIX B) EITHER VIA
E-MAIL OR VIA THE WEBSITE:
.
A. E-MAIL:
SEND AN E-MAIL TO CADOCS(AT)EUROCLEAR.COM. INDICATE IN THE
SUBJECT OF YOUR E-MAIL THE FOLLOWING REFERENCE 3928683-221
.
NOTE: IN THE RARE CASE THAT THE SIZE OF THE CA DOCUMENT EXCEEDS
10 MB, IT WILL NOT BE POSSIBLE TO SEND IT VIA E-MAIL
YOU WILL RECEIVE AN E-MAIL INFORMING YOU THAT THE DOCUMENT WILL
BE AVAILABLE ONLY VIA THE WEBSITE
.
B. THE EUROCLEAR WEBSITE (MY.EUROCLEAR.COM):
TO ACCESS THE DOCUMENTATION, LOG IN OR GO THROUGH TO MYEUROCLEAR
AS A GUEST.
YOU CAN DOWNLOAD THE DOCUMENT(S) BY ENTERING THE CORPORATE ACTION
NOTIFICATION NUMBER 3928683 IN THE SEARCH BOX ON MY.EUROCLEAR.COM
MY APPS CORPORATE ACTIONS
.
OR UPON REQUEST TO TAX OPERATIONS US TAX TEAM (00 32 2 326 1011)
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(1) EUROCLEAR BANK PARTICIPANTS WHICH ARE INTERMEDIARIES:
PARTICIPANTS WHICH ARE INTERMEDIARIES SHOULD ENSURE THAT THE ABOVE
INFORMATION AND FORMS ARE PASSED ON TO THEIR OWN CLIENTS IN ORDER
TO REACH THE ULTIMATE BENEFICIAL OWNER
.
PARTICIPANTS WHO ARE QUALIFIED INTERMEDIARIES MUST COMPLETE, SIGN
AND RETURN APPENDIX A BASED ON THE CERTIFICATIONS RECEIVED FROM
THEIR OWN CLIENTS, OTHER PARTICIPANTS SHOULD COMPLETE, SIGN AND
RETURN APPENDIX A AND PROVIDE COPIES OF APPENDIX B FOR EACH
BENEFICIAL OWNER CLAIMING EXEMPTION.
.
(2) EUROCLEAR BANK PARTICIPANTS WHICH ARE BENEFICIAL OWNERS:
PARTICIPANTS WHICH ARE BENEFICIAL OWNERS MUST COMPLETE, SIGN AND
RETURN APPENDIX B.
.
END OF UPDATE
.-
NOTE/NO LEGAL DOCUMENTATION TO BECOMPLETEDCAED/DUTCH AUCTION


--------------- EVENT DETAILS -------------------
UPDATE 29/05/2024: THE TYPO HAS BEEN REMOVED FROM ACTIONS TO BE
TAKEN.
.
END OF UPDATE
.---------------------------------------------
UPDATE 29/05/2024: EVENT DETAILS HAVE BEEN MADE AVAILABLE
.
HOLDERS SHOULD OBTAIN THE COCA-COLA CONSOLIDATED, INC., OFFER TO
PURCHASE, DATED 20/05/2024, FOR COMPLETE DETAILS OF THE OFFER.
COCA-COLA CONSOLIDATED, INC. INVITES ITS STOCKHOLDERS TO TENDER
THEIR SHARES OF COMMON STOCK OF THE COMPANY FOR PURCHASE. UPON
THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO
PURCHASE
AND THE LETTER OF TRANSMITTAL, THE COMPANY IS OFFERING TO
PURCHASE SHARES OF COMMON STOCK PURSUANT TO (I) AUCTION TENDERS
AT PRICES SPECIFIED BY THE TENDERING STOCKHOLDERS OF NOT LESS
THAN USD 850 NOR GREATER THAN USD 925 PER SHARE, OR (II) PURCHASE
PRICE TENDERS. THE COMPANY IS OFFERING TO PURCHASE SHARES HAVING
AN AGGREGATE PURCHASE PRICE OF NO MORE THAN USD 2,000 MILLION
HOLDERS ARE ADVISED THAT THIS OFFER HAS THE FOLLOWING FEATURES:
1) CONDITIONAL TENDER
2) ODD LOT PREFERENCE
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES
BEING TENDERED.
HOLDERS SHOULD CONSULT THEIR TAX ADVISOR FOR COMPLETE DETAILS IN
REFERENCE TO WITHHOLDING TAXES.
OUR DEPOSITORY DID NOT RECEIVED INFORMATION THAT WOULD INDICATE
THAT THIS OFFER IS SUBJECT TO IRS PLR 302
.
IMPORTANT NOTE:
.--------------
IF THE BID PRICE INCLUDED IN YOUR INSTRUCTION FOR THE COMPETITIVE
OFFER IS NOT IN ACCORDANCE WITH THE RANGE OR INCREMENT AS
FORESEEN IN THE DOCUMENTATION, OR YOU SEND INSTRUCTION WITHOUT
BID PRICE, EUROCLEAR WILL NEVERTHELESS FORWARD YOUR INSTRUCTION
FOR THE COMPETITIVE OFFER WITH THE BID PRICE AS PROVIDED BY YOU,
OR WITHOUT BID PRICE, AS APPLICABLE.
HOWEVER, ANY PARTY INVOLVED IN THE HANDLING OF SUCH INSTRUCTION
MIGHT DECIDE TO CONSIDER YOUR INSTRUCTION AS A NON-COMPETITIVE
OFFER OR DECIDE NOT TO ACCEPT OR PROCESS YOUR INSTRUCTION. YOU
AGREE TO INDEMNIFY AND HOLD HARMLESS AND RELEASE EUROCLEAR BANK
SA/NV FROM ANY LIABILITY WHATSOEVER OR FROM ANY CONSEQUENCES
RESULTING OF SUCH A DECISION, INCLUDING, WITHOUT LIMITATION,
CLAIMS, DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT
.
END OF UPDATE
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AGENT CONTACT:
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THE TELEPHONE NUMBER FOR THE INFORMATION AGENT IS: INNISFREE
MANDA INCORPORATED STOCKHOLDERS CALL TOLL-FREE:
1-877-456-3507 BANKS AND BROKERS CALL COLLECT:
1 212 750 5833
.
PARTICIPANTS ARE ADVISED THAT THIS OFFER HAS THE FOLLOWING
FEATURES:
. CONDITIONAL TENDER: PARTICIPANTS ARE ADVISED THAT AS PER THE
TERMS OF THE OFFER, TENDER INSTRUCTIONS SHOULD BE ACCEPTED ON THE
CONDITION THAT A MINIMUM SHARE AMOUNT OF THE TOTAL SHARE AMOUNT
STATED IN YOUR PTOP INSTRUCTION IS ACCEPTED BY THE THE OFFEROR.
TO DO SO, ENTER THE MINIMUM AMOUNT (QUANTITY) OF THE
'CONDITIONAL' TENDER IN THE CONDITIONAL FIELD OF THE PTOP INPUT
SCREEN.
.
FURTHER DETAILS WILL BE ANNOUNCED AS SOON AS RECEIVED
.
.
THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION.
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER.
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
.

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