About

Team size: Seven

Major legal advisers: CMS Cameron McKenna Nabarro Olswang, Shearman & Sterling, Slaughter and May, Tapestry Compliance, Uría Menéndez

‘It was a bit like trying to build a plane while flying,’ is how Paul van Reesch, vice-president of legal, corporate, describes the ambitious plan he laid out last year to transfer Coca-Cola European Partners (CCEP) from Euronext to the London Stock Exchange (LSE) in just three months.

Between January and the end of March 2019, van Reesch and a small legal team, as well as adviser Slaughter and May, navigated a slew of regulatory and governance changes to complete a listing move that had never been attempted before. A critical objective was to complete the transfer before Brexit because of the possibility of procedural uncertainty following departure from the EU.

‘We’ve had to build all the governance structures for a listed company and transition from a US focus to reach the more demanding governance standards of a UK plc.’

The complex transaction proposed by van Reesch was quickly backed by the company to try to improve market access for its investors. CCEP was established following the combination of Coca-Cola Enterprises, Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke in 2016 to become the world’s largest independent Coke bottler, with the overall legal function now numbering about 100, which includes van Reesch’s small team.

Naturally, there were bumps along the road to the relisting. To avoid shareholders paying stamp duty, the legal team had to ensure CCEP moved on to the LSE with its shares remaining in the Depository Trust Company (DTC), which is common to US listed companies.

‘Having all your shares exist in a big bucket at the trust company isn’t common for a UK company. Nobody’s ever done a move like this. There wasn’t a huge amount of certainty that this could be done or how long it would take – we had to liaise with HMRC, the LSE, the Financial Conduct Authority and DTC to ensure we could make it happen.’

Used to paying multi-currency dividends as a company, the legal team had to work out a procedure for ensuring it could continue to pay dividends in dollars and euros for its LSE shareholders. Comments Helen Baker, head of secretariat at the soft drinks giant: ‘The project taught CCEP a great deal about how to run significant governance projects at pace. There was no blueprint or manual to follow so the team had to find its own way.’