Report of Foreign Issuer (6-k)
10 Agosto 2020 - 6:48AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF
FOREIGN ISSUER
Pursuant
to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the
month of August, 2020
UNILEVER
N.V.
(Translation
of registrant's name into English)
WEENA 455, 3013 AL, P.O. BOX 760, 3000 DK, ROTTERDAM, THE
NETHERLANDS
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper
as
permitted by Regulation S-T Rule 101(b)(1):_____
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper
as
permitted by Regulation S-T Rule 101(b)(7):_____
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No ..X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82- ________
Exhibit
99 attached hereto is incorporated herein by
reference.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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UNILEVER
N.V.
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/S/ R SOTAMAA
BY R SOTAMAA
CHIEF LEGAL OFFICER AND GROUP SECRETARY
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Date:
10 August 2020
EXHIBIT INDEX
------------------------
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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99
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Notice
to Euronext, Amsterdam dated 10
August 2020
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Publication of Shareholder Documentation
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Exhibit
99
Unification of Unilever's Corporate Structure - Publication of
Shareholder Documentation and Change of Dividend Date
London/Rotterdam, 10 August 2020
On 11 June 2020, Unilever announced plans to unify its Group legal
structure under a single parent company, Unilever PLC
("Unification"). Unilever has today published a circular to
shareholders of Unilever NV and Unilever PLC (the
"Circular") and expects to publish a prospectus for
Unilever PLC (the "Prospectus") during the course of today.
The Circular contains further information on Unification, the
common draft terms of merger and, among other things, the notices
of meeting for an extraordinary general meeting of Unilever NV and
shareholder meetings of Unilever PLC.
The Prospectus will be published upon receipt of approval from the
UK Financial Conduct Authority ("FCA") and will relate to the proposed listing of new
Unilever PLC Shares on the premium listing segment of the Official
List and to trading on the main market of the London Stock Exchange
and the admission of the Unilever PLC shares to listing and trading
on Euronext in Amsterdam.
Shareholders of Unilever NV and Unilever PLC are encouraged to read
the Circular and Prospectus in full.
Proposed timetable
The Unilever NV extraordinary general meeting will take place in
Rotterdam on 21 September 2020. The Unilever PLC shareholder
meetings will take place in London on 12 October 2020. Further
information on these meetings is set out in the
Circular.
Unification is expected to complete over the weekend of 21 and 22
November 2020, meaning that the expected last day of trading in
Unilever NV shares (including Unilever NV shares in New York
registry form) would be 20 November 2020.
In a change to the previously-published dates for the announcement
and payment of dividends in 2020, Unilever PLC and Unilever NV now
plan to announce the dividend on ordinary shares for Unilever N.V.,
Unilever PLC, NV New York Registry Shares and PLC ADRs in respect
of Q3 2020 on 22 October 2020 and pay this dividend on 20 November
2020. The record date will be brought forward from 6 November 2020
to 30 October 2020, and hence the ex-dividend date will be brought
forward from 5 November to 29 October 2020.
Availability of documentation
The Circular is available and on publication the Prospectus will be
available, subject to applicable securities laws, on the Unilever
website (www.unilever.com/unification/documents).
A copy of the relevant documents will also be submitted to the
National Storage Mechanism and will be available in due course
at www.morningstar.co.uk/uk/NSM.
A request will be made for the FCA to notify its approval of the
Prospectus to the competent authority in the Netherlands, the Dutch
Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten, the
AFM) in order for the Prospectus to be passported to the
Netherlands.
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Enquiries
Unilever PLC
Unilever House
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
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Unilever NV
Weena 455
3013 AL Rotterdam
The Netherlands
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Media: Media
Relations team
UK +44 78 2527
3767
lucila.zambrano@unilever.com
+44 77 7999
9683 JSibun@tulchangroup.com
NL +31 10 217
4844
els-de.bruin@unilever.com
+31 62 375
8385 marlous-den.brieman@unilever.com
Investors: Investor
Relations team
+44 20 7822
6830 investor.relations@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 PLC should only be made on the basis of information
that will be contained in the Prospectus. The Prospectus will
contain detailed information about the Company and its management,
as well as financial statements and other financial data. Once
published, a copy of the Prospectus will be available on the
website of the Company 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.
Citigroup Global Markets Limited ("Citi") is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom. Deutsche
Bank AG ("Deutsche Bank") is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent
of its authorisation and regulation by the Prudential Regulation
Authority, and regulation by the Financial Conduct Authority are
available on request or from
www.db.com/en/content/eu_disclosures.html. UBS AG London Branch
("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by
the Prudential Regulation Authority and subject to regulation by
the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority in the United
Kingdom.
UBS, Deutsche Bank and Citi are acting exclusively for Unilever and
no one else in connection with the matters referred to in this
announcement. In connection with such matters, UBS, Deutsche Bank,
Citi, each of their affiliates, subsidiaries or branches and each
of them or their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.
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