TIDMULVR TIDM0NXN
RNS Number : 2555R
Unilever PLC
26 June 2020
Unilever N.V. and Unilever PLC announce Consent
Solicitations
London/Rotterdam, 26 June 2020 -
Unilever N.V. ("NV") and Unilever PLC ("PLC") (each, an "Issuer"
and together, the "Issuers") today announce invitations to holders
of the outstanding securities listed in the table below (each a
"Series" and together, the "Notes") to consent to certain
modifications of the terms and conditions (the "Conditions") of the
relevant Series and related programme documents in connection with
the proposed unification of the dual-parent structure of the
Unilever Group under a single parent company, PLC, by approving an
extraordinary resolution of the holders of such Series (an
"Extraordinary Resolution"), all as further described in the
Consent Solicitation Memorandum prepared by the Issuers dated 26
June 2020 (the "Consent Solicitation Memorandum" and each such
invitation in respect of a Series, a "Consent Solicitation").
Capitalised terms used in this notice and not otherwise defined
shall have the meanings given to them in the Consent Solicitation
Memorandum.
Principal
Issuer Guarantor ISIN Description amount outstanding(1)
-------- ----------- ----------- -------------- ----------------------------------
DIP Notes
-------------------------------------------------------------------------------------------------------
EUR500,000,000 0.000 per cent.
NV PLC, UNUS XS1654191623 Notes due July 2021 EUR500,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR750,000,000 0.500 per cent.
NV PLC, UNUS XS1178970106 Notes due February 2022 EUR750,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR600,000,000 0.375 per cent.
NV PLC, UNUS XS1566100977 Notes due February 2023 EUR600,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR500,000,000 1.000 per cent.
NV PLC, UNUS XS1241577490 Notes due June 2023 EUR500,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR500,000,000 0.500 per cent.
NV PLC, UNUS XS1769090728 Notes due August 2023 EUR500,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR500,000,000 0.500 per cent.
NV PLC, UNUS XS1403014936 Notes due April 2024 EUR500,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR1,000,000,000 1.250 per
NV PLC, UNUS XS2147133495 cent. Notes due March 2025 EUR1,000,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR650,000,000 0.875 per cent.
NV PLC, UNUS XS1654192191 Notes due July 2025 EUR650,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR700,000,000 1.125 per cent.
NV PLC, UNUS XS1769090991 Notes due February 2027 EUR700,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR600,000,000 1.000 per cent.
NV PLC, UNUS XS1566101603 Notes due February 2027 EUR600,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR700,000,000 1.125 per cent.
NV PLC, UNUS XS1403015156 Notes due April 2028 EUR700,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR750,000,000 1.375 per cent.
NV PLC, UNUS XS1654192274 Notes due July 2029 EUR750,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR1,000,000,000 1.750 per
NV PLC, UNUS XS2147133578 cent. Notes due March 2030 EUR1,000,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR800,000,000 1.625 per cent.
NV PLC, UNUS XS1769091296 Notes due February 2033 EUR800,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
PLC NV, UNUS XS1560644830 GBP350,000,000 1.125 per cent. GBP350,000,000
Notes due February 2022
--------------------- ----------- -------------- -------------------------------- -----------------
PLC NV, UNUS XS1684780031 GBP250,000,000 1.375 per cent. GBP250,000,000
Notes due September 2024
--------------------- ----------- -------------- -------------------------------- -----------------
PLC NV, UNUS XS2008921277 GBP500,000,000 1.500 per cent. GBP500,000,000
Notes due July 2026
--------------------- ----------- -------------- -------------------------------- -----------------
PLC NV, UNUS XS1684780205 GBP250,000,000 1.875 per cent. GBP250,000,000
Notes due September 2029
--------------------- ----------- -------------- -------------------------------- -----------------
EUR650,000,000 1.500 per cent.
PLC NV, UNUS XS2008925344 Notes due June 2039 EUR650,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
Standalone Notes
-------------------------------------------------------------------------------------------------------
EUR650,000,000 0.500 per cent.
NV PLC, UNUS XS1873208950 Bonds due January 2025 EUR650,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR650,000,000 1.375 per cent.
NV PLC, UNUS XS1873209172 Bonds due September 2030 EUR650,000,000
(1) Notes of any Series which are held by or on behalf of the
relevant Issuer, the Guarantors or any Group Company (as defined in
the Applicable Trust Deed), in each case as beneficial owner, are
deemed not to be outstanding.
Early Participation Fee
Pursuant to each Consent Solicitation, each Noteholder who
validly submits a Consent Instruction in favour of the relevant
Extraordinary Resolution by the Early Instruction Deadline may be
eligible to receive an Early Participation Fee.
Each Noteholder from whom a valid Consent Instruction in favour
of the relevant Extraordinary Resolution is received by the
Tabulation Agent by 4.00 p.m. (London time) on 10 July 2020 (such
time and date with respect to each Series, as the same may be
extended, the "Early Instruction Deadline") will be eligible to
receive payment of an amount equal to 0.05 per cent. of the
principal amount of the Notes that are the subject of such Consent
Instruction (the "Early Participation Fee").
Noteholders may continue to submit Consent Instructions after
the Early Instruction Deadline and up to the Expiration Deadline or
attend the Meetings but such Noteholders will not be eligible to
receive the Early Participation Fee in respect of those Consent
Instructions.
Subject to the satisfaction of the Fee Conditions described
below, the Payment Date for the Early Consent Fee will be no later
than the fifth Business Day following the passing of the relevant
Extraordinary Resolution.
Background to and rationale for the Consent Solicitations
On 11 June 2020, Unilever announced plans to unify its Group
legal structure under a single parent company, PLC, creating a
simpler company, with greater strategic flexibility, that is better
positioned for future success.
It is proposed that Unification will be implemented through the
Cross-Border Merger, as a result of which PLC will become the
single parent company of the Unilever Group.
In conjunction with Unification, the Unilever Group is seeking
approval from the relevant Noteholders of the Proposed Amendments.
The Unilever Group is seeking approval of the Noteholders for (i)
the substitution of New Bond Sub in place of NV as issuer of the
Notes issued by NV, with the existing guarantees provided by PLC
and UNUS remaining in force, (ii) the release of NV's obligations
as guarantor of the Notes issued by PLC, with the existing
guarantee of such Notes provided by UNUS remaining in force, (iii)
such other consequential amendments to the relevant Conditions in
order to facilitate such substitution or release, as applicable and
(iv) the waiver of any default that has arisen or would otherwise
arise in respect of the relevant Notes as a result of or in
connection with any or all of the NV Demerger, the Unification, the
Cross-Border Merger, the Issuer Substitution or the Guarantor
Release (each as defined in the Consent Solicitation Memorandum),
as applicable.
The purpose of the Consent Solicitations is (i) to provide
Noteholders with clarity on the proposed debt issuance structure
following Unification and (ii) to align the terms of the Notes with
those of future debt issuances by the Unilever Group. Unification
is credit neutral from a ratings perspective and is not prejudicial
to Noteholders. Unilever is accordingly undertaking the Consent
Solicitation in order to meet the above aims, which it believes are
in the best interests of Noteholders. Unification is not
conditional upon the success of the Consent Solicitations. If the
Extraordinary Resolutions for one or more Series of Notes did not
pass, Unilever does not expect Unification to be delayed in such a
scenario and would consider all other options available to
them.
Prior to the implementation of Unification, a new subsidiary of
NV ("New Bond Sub"), will be incorporated pursuant to a Dutch
statutory demerger (juridische splitsing) of NV (the "NV
Demerger"), which will become effective shortly before the
Cross-Border Merger becomes effective. All of the outstanding
shares in the capital of New Bond Sub will, following Unification,
be directly or indirectly owned by PLC. As part of the NV Demerger,
the NV Notes will become obligations of New Bond Sub.
Following Unification, the Unilever Group will produce
consolidated accounts for PLC and its subsidiaries (the
"Consolidated Accounts"). Each of PLC and New Bond Sub will produce
standalone entity financial statements (the "Entity Accounts"),
which are not consolidated accounts. The Entity Accounts together
with the Consolidated Accounts are referred to as the
"Accounts".
It is intended that following Unification, new debt issued
pursuant to the European debt issuance programme of the Unilever
Group will have (i) New Bond Sub or PLC as issuer and (ii) the
benefit of guarantees by PLC and UNUS (in the case of new debt
issued by New Bond Sub) or by UNUS only (in the case of new debt
issued by PLC). For the avoidance of doubt, Unilever Capital
Corporation will remain the issuer in respect of notes currently
outstanding from the Unilever Group's SEC-registered shelf.
Following the implementation of the Proposed Amendments to the
NV Notes, the NV Notes are expected to continue to meet the
eligibility requirements for purchase under the European Central
Bank's corporate sector purchase programmes. Any prospective Notes
issued by New Bond Sub are also expected to meet the same
eligibility requirements.
Description of New Bond Sub
Under Dutch law, the NV Demerger will become effective on the
day (and, where relevant, time) after the execution of the demerger
deed in respect of the NV Demerger by a Dutch civil law notary (the
"NV Demerger Effective Date"). On the NV Demerger Effective Date,
by operation of Dutch law: (i) New Bond Sub will be incorporated;
(ii) New Bond Sub will assume NV's obligations pursuant to the NV
Notes under universal succession of title; whilst (iii) NV will
continue to exist. The existing guarantees in respect of the NV
Notes provided by PLC and UNUS will remain in full force and effect
at all times.
New Bond Sub will be a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands. All of the outstanding shares in
the capital of New Bond Sub will, following Unification, be
directly or indirectly owned by PLC.
New Bond Sub will be a finance company established for the
purpose of raising debt for the Unilever Group and will conduct no
business operations. New Bond Sub will have no subsidiaries of its
own. Following Unification, it is intended that New Bond Sub will
become an issuer of new debt issued pursuant to the Unilever
Group's European debt issuance programme. New debt issued by New
Bond Sub pursuant to the European debt issuance programme will have
the benefit of guarantees by PLC and UNUS.
Key Terms and Conditions of the Consent Solicitations
Proposed Amendments
The purpose of each Consent Solicitation is to modify the
Conditions of the relevant Series and the related documents as
described below and as more fully set out in the Consent
Solicitation Memorandum (the "Proposed Amendments").
Noteholders are requested to approve the following:
In respect of Notes issued by NV only:
-- The substitution of New Bond Sub in place of NV as the Issuer of the Notes (the "Issuer Substitution").
In respect of Notes issued by PLC only:
-- The release of NV's obligations as Guarantor of the Notes (the "Guarantor Release").
In respect of all Notes:
-- Amendments to the definition of "Unilever Group" in the
relevant terms and conditions, such that "Unilever Group" is
defined as PLC and its subsidiaries (including New Bond Sub) and
"Group Company" is construed accordingly by reference to the
amended Unilever Group definition; and
-- Consequential amendments to the terms and conditions of the
relevant Notes to reflect the new group structure following
Unification and the Cross-Border Merger; and
-- The waiver of any Default (as defined in the relevant
Conditions) that has arisen or would otherwise arise in respect of
the relevant Notes as a result of or in connection with any or all
of the NV Demerger, the Unification, the Cross-Border Merger or the
Issuer Substitution or Guarantor Release, as applicable (the
"Waiver").
For the avoidance of doubt, the existing guarantees provided by
PLC (in respect of Notes issued by NV) and UNUS (in respect of all
Notes) under the relevant Notes will remain in full force and
effect at all times.
The Issuer Substitution will be effected pursuant to the NV
Demerger and, to the extent not effected pursuant to the NV
Demerger, pursuant to the applicable Supplemental Trust Deed. The
other Proposed Amendments will be implemented pursuant to
Supplemental Trust Deeds, the forms of which are set out in
Schedules I, II and III to Annex I of the Consent Solicitation
Memorandum subject to satisfaction of the Implementation Conditions
listed below, which include the occurrence of the NV Demerger
Effective Date. The implementation of the Waiver is conditional
only on the passing of the relevant Extraordinary Resolution, and
will be implemented pursuant to a waiver letter, the form of which
is set out in Schedule IV of the Consent Solicitation Memorandum,
to be executed by the Trustee, the Issuer and the Guarantors
shortly after the passing of the relevant Extraordinary
Resolution.
Fee Conditions
Payment of the Early Participation Fee will be conditional
on:
(a) the relevant Consent Solicitation not having been terminated; and
(b) the passing of the relevant Extraordinary Resolution,
(together, the "Fee Conditions").
Conditions to Implementation
The implementation of the Proposed Amendments in respect of each
Series will be conditional on:
(a) the relevant Consent Solicitation not having been terminated;
(b) the passing of the relevant Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
(together, the "Implementation Conditions").
The implementation of the Waiver is conditional only on the
passing of the relevant Extraordinary Resolution.
For the avoidance of doubt, there is no inter-conditionality
between the Extraordinary Resolutions in respect of any Series.
The relevant Issuer will announce the results of each Meeting
and whether the relevant Extraordinary Resolution has been passed
as soon as reasonably practicable after the relevant Meeting. If
the relevant Extraordinary Resolution has been passed, the relevant
Issuer will also announce the satisfaction (or otherwise) of the
Fee Conditions. If the Fee Conditions have been satisfied, the
relevant Issuer will announce the satisfaction (or otherwise) of
the other Implementation Conditions relating to that Extraordinary
Resolution and implementation of the Proposed Amendments as soon as
reasonably practicable after the registration of New Bond Sub with
the Dutch Trade Register of the Chamber of Commerce.
Meetings
A notice (the "Notice of Meetings") convening the Meetings to be
held via videoconference on 22 July 2020 has been given to
Noteholders in accordance with the Conditions on the date of the
Consent Solicitation Memorandum.
The initial Meeting (in respect of the July 2021 Notes) will
commence at 9.30 a.m. (London time), with subsequent Meetings in
respect of each other Series (in chronological order of scheduled
maturity date of DIP Notes issued by NV, then DIP Notes issued by
PLC and then Standalone Notes issued by NV) being held at 5 minute
intervals thereafter or after the completion of the preceding
Meeting (whichever is later).
General
The relevant Issuer may, at its option and in its sole
discretion, extend, or waive any condition of, any Consent
Solicitation at any time and may amend or terminate such Consent
Solicitation at any time (subject in each case to applicable law
and the relevant Meeting Provisions, and provided that no amendment
may be made to the terms of the relevant Extraordinary Resolution).
Details of any such extension, waiver, amendment or termination
will be announced promptly as practicable after the relevant
decision is made.
Indicative Timetable
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitations, which will
depend, among other things, on timely receipt (and non-revocation)
of instructions, the rights of the relevant Issuer (where
applicable) to extend, waive any condition of, amend and/or
terminate any Consent Solicitation (other than the terms of the
relevant Extraordinary Resolution) and the passing of each
Extraordinary Resolution at the initial Meeting for the relevant
Series. Accordingly, the actual timetable may differ significantly
from the timetable below.
Event
Announcement of Consent Solicitations
Announcement of Consent Solicitations 26 June 2020
Early Instruction Deadline
Deadline for receipt by the Tabulation 4:00 p.m. (London
Agent of valid Consent Instructions from time) on 10 July 2020
Noteholders in favour of the relevant
Extraordinary Resolution for such Noteholders
to be eligible to receive the Early Participation
Fee
Expiration Deadline
Final deadline for receipt by the Tabulation 9:30 a.m. (London
Agent of valid Consent Instructions from time) on 20 July 2020
Noteholders for such Noteholders to be
represented at the relevant Meeting
This will also be the deadline for making
any other arrangements to attend (via
videoconference) or be represented or
to vote at any Meeting
However, Noteholders making such other
arrangements or submitting Consent Instructions
after the Early Instruction Deadline
will not be eligible to receive the Early
Participation Fee
Meetings
Meetings to be held via videoconference From 9:30 a.m. (London
time) on 22 July 2020
Announcement of results of Meetings and
satisfaction of Fee Conditions
Announcement of (i) the results of the As soon as reasonably
Meetings and whether the Extraordinary practicable after
Resolutions have been passed and (ii) the Meetings
if the relevant Extraordinary Resolution
is passed, satisfaction (or otherwise)
of the Fee Conditions
Payment Date
Subject to the satisfaction of the Fee No later than the
Conditions, payment of the Early Participation fifth Business Day
Fee following the passing
of the relevant Extraordinary
Resolution
Shareholder Meetings
Meetings to be held by each of NV and Expected to be held
PLC to approve the Shareholder Resolutions in Q3 / Q4 2020
NV Demerger Effective Date
The date (and, where relevant, time) Expected to be on
on which the NV Demerger and the Issuer or shortly before
Substitution become effective the CBM Effective
Date
If the relevant Extraordinary Resolutions
are passed and the other Implementation
Conditions are satisfied, the date and
time on which the Supplemental Trust
Deeds will become effective and the Proposed
Amendments effected
Announcement of (i) the NV Demerger Effective
Date, (ii) satisfaction of the Implementation
Conditions and (iii) Implementation of
the Proposed Amendments
If the relevant Extraordinary Resolution As soon as reasonably
is passed, announcement of the satisfaction practicable after
(or otherwise) of the Implementation registration of New
Conditions relating to the relevant Extraordinary Bond Sub with the
Resolution and implementation of the Dutch Trade Register
relevant Proposed Amendments delivered of the Chamber of
to the Clearing Systems for communication Commerce
to the Direct Participants
CBM Effective Date Q4 2020
If the necessary quorum for any Extraordinary Resolution is not
attained, the relevant meeting will be adjourned and the adjourned
Meeting held as soon as reasonably practicable at such time as will
be notified to Noteholders in accordance with the Conditions and
the Meeting Provisions. If the relevant Extraordinary Resolution is
passed at such adjourned Meeting, the relevant modifications to the
Conditions and the Applicable Trust Deed described in the Consent
Solicitation Memorandum will, subject to the satisfaction (or
otherwise) of the Implementation Conditions, be implemented on the
NV Demerger Effective Date.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold their Notes
when such intermediary would need to receive instructions from a
Noteholder in order for such Noteholder to participate in, or (in
the limited circumstances in which revocation is permitted) to
validly revoke their instruction to participate in, the relevant
Consent Solicitation(s) and/or the relevant Meeting(s) by the
deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where
permitted) revocation of Consent Instructions will be earlier than
the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the
Consent Solicitations is set out in the Consent Solicitation
Memorandum. A copy of the Consent Solicitation Memorandum is
available to eligible persons upon request from the Tabulation
Agent.
Before making a decision with respect to the Consent
Solicitations, Noteholders should carefully consider all of the
information in the Consent Solicitation Memorandum and, in
particular, the risk factors described in the section entitled
"Certain Considerations relating to the Consent Solicitations"
Further details about the transaction can be obtained from:
The Solicitation Agents
Deutsche Bank AG, London HSBC Bank plc UBS AG London Branch
Branch 8 Canada Square 5 Broadgate
Winchester House London E14 5HQ London EC2M 2QS
1 Great Winchester United Kingdom United Kingdom
Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 Telephone: +44 20 7992 Telephone: +44 20
8011 6237 7158 1121
Attention: Liability Attention: Liability Attention: Liability
Management Group Management Group Management Group
email: LM_EMEA@hsbc.com email: ol-liabilitymanagement-eu@ubs.com
Copies of the Consent Solicitation Memorandum can be obtained
from, and requests for information in relation to the procedures
for participating in the Consent Solicitations, and the submission
of a Consent Instruction should be directed to:
Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Paul Kamminga
email: unilever@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with
the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information which
should be read carefully before any decision is made with respect
to the relevant Proposed Amendments. If any Noteholder is in any
doubt as to the action it should take or is unsure of the impact of
the implementation of the relevant Proposed Amendments or the
relevant Extraordinary Resolution to be proposed at the relevant
Meeting, it is recommended to seek its own financial and legal
advice, including as to any tax and legal consequences, from its
broker, bank manager, solicitor, accountant or other independent
financial or legal adviser. Any individual or company whose Notes
are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee or intermediary must contact such entity
if it wishes to participate in the relevant Consent
Solicitation.
None of the Solicitation Agents, the Tabulation Agent, the
Trustee the Issuers, nor any director, officer, employee, agent or
affiliate of any such person, is acting for any Noteholder, or will
be responsible to any Noteholder for providing any protections
which would be afforded to its clients or for providing advice in
relation to the relevant Consent Solicitation, and accordingly none
of the Solicitation Agents, the Tabulation Agent, the Trustee, the
Issuers, nor any director, officer, employee, agent or affiliate
of, any such person makes any recommendation whether Noteholders
should participate in the relevant Consent Solicitation.
Safe Harbour
This announcement may contain forward-looking statements,
including 'forward-looking statements' within the meaning of the
United States Private Securities Litigation Reform Act of 1995.
Words such as 'will', 'aim', 'expects', 'anticipates', 'intends',
'looks', 'believes', 'vision', or the negative of these terms and
other similar expressions of future performance or results, and
their negatives, are intended to identify such forward-looking
statements. These forward-looking statements are based upon current
expectations and assumptions regarding anticipated developments and
other factors affecting the Unilever Group (the "Group" or
"Unilever"). They are not historical facts, nor are they guarantees
of future performance.
Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual
results to differ materially from those expressed or implied by
these forward-looking statements. Among other risks and
uncertainties, the material or principal factors which could cause
actual results to differ materially are: Unilever's global brands
not meeting consumer preferences; Unilever's ability to innovate
and remain competitive; Unilever's investment choices in its
portfolio management; the effect of climate change on Unilever's
business; Unilever's ability to find sustainable solutions to its
plastic packaging; significant changes or deterioration in customer
relationships; the recruitment and retention of talented employees;
disruptions in our supply chain and distribution; increases or
volatility in the cost of raw materials and commodities; the
production of safe and high quality products; secure and reliable
IT infrastructure; execution of acquisitions, divestitures and
business transformation projects; economic, social and political
risks and natural disasters; financial risks; failure to meet high
and ethical standards; and managing regulatory, tax and legal
matters. A number of these risks have increased as a result of the
current COVID-19 pandemic. These forward-looking statements speak
only as of the date of this announcement. Except as required by any
applicable law or regulation, the Group expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto
or any change in events, conditions or circumstances on which any
such statement is based. Further details of potential risks and
uncertainties affecting the Group are described in the Group's
filings with the London Stock Exchange, Euronext Amsterdam and the
US Securities and Exchange Commission (the "SEC"), including in the
Annual Report on Form 20-F 2019 and the Unilever Annual Report and
Accounts 2019.
Important Information
This announcement is for informational purposes only and does
not constitute or form part of an offer to sell or the solicitation
of an offer to buy or subscribe to any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This announcement is not an offer of securities for sale into the
United States. No offering of securities shall be made in the
United States except pursuant to registration under the US
Securities Act of 1933 (the "Securities Act"), or an exemption
therefrom. In connection with Unification, Unilever PLC expects to
issue ordinary shares (including ordinary shares represented by
American Depositary Shares) to security holders of Unilever N.V. in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 3(a)(10) thereof.
Unification has not been and will not be approved or disapproved by
the SEC, nor has the SEC or any US state securities commission
passed upon the merits or fairness of Unification. Any
representation to the contrary is a criminal offence in the United
States.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
No solicitation will be made in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
laws of such jurisdiction.
This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to
purchase. It is not an advertisement and not a prospectus for the
purposes of Regulation (EU) 2017/1129.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCSEIFFMESSEIM
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June 26, 2020 08:15 ET (12:15 GMT)
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