TIDMULVR TIDM0NXN
RNS Number : 3679A
Unilever PLC
29 September 2020
Unification of Unilever's Corporate Structure - Changes to the
Unilever PLC shareholder meetings on 12 October 2020 and updated
timetable for Unification
London/Rotterdam, 29 September 2020
On 11 June 2020, Unilever announced plans to unify its Group
legal structure under a single parent company, Unilever PLC
("Unification"), to be implemented through a cross-border merger
(the "Cross-Border Merger"). On 10 August 2020, Unilever published
a circular to shareholders of Unilever NV and Unilever PLC (the
"Circular") and a prospectus for Unilever PLC (the "Prospectus") in
connection with Unification. Shareholders in Unilever N.V. voted to
approve Unification at the extraordinary general meeting of
Unilever N.V. held on 21 September 2020.
Unilever PLC Meetings to be held electronically
Unilever today announces the following changes to the
shareholder meetings of Unilever PLC to be held on 12 October
2020.
The wellbeing of our shareholders, staff and partners is of
vital importance to us. Following the extension of the relevant UK
legislation relating to the holding of shareholder meetings in
light of the ongoing COVID-19 pandemic, the PLC Court Meeting and
the PLC General Meeting will each be held by electronic means
only.
This means that, as a change from the notice of the PLC Court
Meeting and the notice of the PLC General Meeting set out in the
Circular, shareholders of Unilever PLC cannot attend the PLC
Meetings in person at the venue stated in such notices. Any
shareholder attempting to attend the PLC Meetings in person will
not be granted access.
Voting arrangements
There will be no live voting at the PLC Meetings. Accordingly,
shareholders are therefore strongly encouraged to register their
votes on the resolutions to be put to the PLC Meetings in advance
by appointing the chairman of the meeting as their proxy.
Shareholders may appoint a proxy by completing and signing the
proxy forms that accompanied the Notices of Meeting in accordance
with the instructions printed on the proxy forms. If you have
already returned a proxy form appointing a person other than the
chairman of the meeting as your proxy, you can complete and return
a new proxy form to appoint the chairman of the meeting and which
will replace and revoke your original proxy form. Alternatively,
shareholders of Unilever PLC can register their proxy votes through
the electronic voting facility via www.unilever.com/unification or
through the CREST proxy voting system if their shares are held in
CREST.
Please ensure your proxy appointments reach Computershare as
soon as possible and in any event by no later than 2:30pm (London
time) on 10 October 2020 for the PLC Court Meeting and no later
than 2:45pm (London time) on 10 October 2020 for the PLC General
Meeting. Further information can be found in the relevant Notice of
Meeting which is available on www.unilever.com/unification . If you
require additional proxy forms, please contact Computershare as the
registrars of Unilever PLC.
How to join the PLC Meetings and submit questions in advance
Unilever understands that the PLC Meetings also serve as a forum
for shareholders to engage with members of the board of directors
on Unification and related topics. Therefore, the PLC Court Meeting
and PLC General Meeting can each be followed live on Unilever's
website (www.unilever.com/unification).
The PLC Court Meeting and PLC General Meeting will commence with
statements by the Chairman and CEO and will be followed by
responses to written questions which shareholders will be able to
submit in advance of the relevant meeting. Any questions should
relate to the business of the relevant meeting and be submitted in
English by no later than 9:00 am (London time) on 8 October 2020
via shareholder.services@unilever.com. Shareholders should indicate
clearly which meeting their question is in relation to. Unilever
may summarise and bundle questions thematically or set further
conditions to facilitate the smooth running of the PLC Meetings.
Shareholders who have submitted questions before the deadline
mentioned above will be entitled to ask follow-up questions during
the PLC Meetings in accordance with instructions that they will
receive prior to the meetings, insofar as the running of the
meetings allows.
Updated Timetable
Unilever is also announcing changes to the anticipated timetable
for implementation of Unification. These changes are a result of
restrictions on the availability of UK High Court hearings owing to
the ongoing COVID-19 pandemic. Accordingly, the hearing of the UK
High Court to certify that PLC's pre-merger steps have been
completed is now expected to be held on Friday 23 October 2020 and
the hearing of the UK High Court to approve the Cross-Border Merger
is now expected to be held on Monday 2 November 2020. As a result,
and subject to the UK High Court's approval, the Cross-Border
Merger is expected to become effective on 29 November 2020.
Further details of the updated, anticipated timetable for
Unification are set out in the table below. The dates and times
given are based on current expectations and may be subject to
change. Capitalised terms used but not defined in this announcement
have the meanings set out in the Circular.
Principal events Expected time and/or date
UK High Court hearing to certify 23 October 2020
that pre-merger steps have been completed
by PLC
Dutch notary to certify that pre-merger 23 October 2020
steps have been completed as regards
NV
UK High Court hearing to approve 2 November 2020
the Cross-Border Merger
Last day for dealings in, and for 27 November 2020
registration of, transfers of the
NV Shares and NV NYRSs
CBM Effective Date 29 November 2020
Admission of the New PLC Shares on 8.00 a.m. (London time) on 30
the LSE's Main Market November 2020
Listing of PLC Shares (including 30 November 2020
the New PLC Shares) and start of
conditional dealings in the PLC Shares
on Euronext in Amsterdam
Commencement of dealings of the New 30 November 2020
PLC Shares on the LSE
Admission of New PLC ADSs to the 8.30 a.m. (New York time) on
NYSE and commencement of dealings 30 November 2020
in New PLC ADSs on the NYSE
Commencement of unconditional dealing 2 December 2020
in the PLC Shares on Euronext in
Amsterdam and crediting of New PLC
Shares to the Euroclear Nederland
accounts of NV Shareholders
Last day for despatch of share certificates 6 December 2020
in respect of New PLC Shares to NV
Shareholders holding shares in registered
form
Last day for payment of Cash Compensation 11 December 2020
Enquiries: Unilever NV
Unilever PLC Weena 455
Unilever House 3013 AL Rotterdam
100 Victoria Embankment The Netherlands
London EC4Y 0DY
United Kingdom
Media: Media Relations team Investors: Investor Relations
team
UK +44 20 7822 6830
+44 7825 273 767 lucila.zambrano@unilever.com investor.relations@unilever.com
+44 7779 999 683 JSibun@tulchangroup.com
NL
+31 10 217 4844 els-de.bruin@unilever.com
+31 62 375 8385 marlous-den.brieman@unilever.com
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
document. 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 communication 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 communication 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 communication
in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this communication is
released, published or distributed should inform themselves about
and observe such restrictions.
This communication 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) No. 2017/1129, as amended. Any purchase
of securities of Unilever PLC should only be made on the basis of
information that is contained in the Prospectus. The Prospectus
contains detailed information about Unilever PLC and its
management, as well as financial statements and other financial
data. A copy of the Prospectus is available on the website of the
Unilever Group at www.unilever.com/unification /documents . It may
be unlawful to distribute these materials in certain jurisdictions.
References to information and /or documents that are available on
the Unilever Group's website are included in this announcement as
an aid to their location. Such information or the contents of any
such documents are not incorporated by reference in, and do not
form part of, this announcement.
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END
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September 29, 2020 02:00 ET (06:00 GMT)
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