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:
11 June 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 London Stock Exchange dated 11 June 2020
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Unification of Unilever’s legal
structure
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Exhibit
99
Unification of Unilever's legal structure
London/Rotterdam, 11 June 2020. Unilever today announced plans to unify its
Group legal structure under a single parent company, Unilever PLC,
creating a simpler company with greater strategic flexibility, that
is better positioned for future success.
After a comprehensive review over the last 18 months, the Board
continues to believe that moving from the current dual-headed legal
structure to a single parent company will bring significant
benefits by:
● Increasing Unilever's strategic flexibility for
portfolio evolution, including through equity-based acquisitions or
demergers. Such flexibility is even more important as we
anticipate the increasingly dynamic business environment that the
Covid-19 pandemic will create.
● Removing complexity and further strengthening
Unilever's corporate governance, creating for the first time an
equal voting basis per share for all shareholders. Upon
completion, there would be one market capitalisation, one class of
shares and one global pool of liquidity, whilst maintaining the
Group's listings on the Amsterdam, London and New York stock
exchanges.
Unilever remains committed to its strategy of long-term growth
across all three Divisions and last year began a full evaluation of
its current categories and brands, with a view to accelerating the
pace of portfolio change. This review has underlined how
a simpler legal structure would give Unilever greater strategic
flexibility to grow shareholder value, providing a catalyst for
accelerated portfolio evolution and greater organisational
autonomy.
The ongoing strategic review of Unilever's tea business has further
demonstrated that the dual-headed legal structure can create
disadvantages for the Group. For example, a demerger of the
tea business is one potential outcome of the review and, as was
previously the case with the disposal of the company's Spreads
business, this would be significantly more challenging under the
current legal structure than under a single parent structure.
It is also clear that the Covid-19 pandemic will create a business
environment in which having as much flexibility and responsiveness
as possible will be critically important.
The Board considers unification under Unilever PLC as the best
practical option to achieve this goal. This will be
implemented through a cross-border merger between Unilever PLC and
Unilever NV. Unilever NV shareholders will receive one
new Unilever PLC share in exchange for each Unilever NV share
held.
The proposed changes do not impact the underlying economic
interests of any shareholder and, for the first time, investors
will share exactly the same legal, ownership, dividend, governance
and capital distribution rights in a single parent
company. The Board expects Unilever to retain indexation
in both the AEX and the FTSE UK Index Series.
Following the move to a single parent legal structure, Unilever's
strong presence in both The Netherlands and the United Kingdom will
remain unchanged. There will be no change to the operations,
locations, activities or staffing levels in either the United
Kingdom or The Netherlands as a result of unification. There
will also be no changes to the manufacture and supply of Unilever
products in The Netherlands and the United Kingdom as a result of
unification.
Unilever is very proud of its Anglo-Dutch heritage and has
significantly strengthened its presence in The Netherlands in
recent years. Unilever has engaged with the Dutch government
ahead of this announcement and has confirmed that its commitment to
the Netherlands will not change as a result of this proposal.
For example, the headquarters of Unilever's Foods &
Refreshment Division, which was created in 2018, and is around 40%
of Unilever by turnover, will continue to be based in Rotterdam,
along with the €85 million Research & Development centre
in Wageningen, which opened in 2019. The Dutch government has
welcomed our engagement and we have agreed that this will
continue.
Agri-foods is an important sector in The Netherlands. With
the flexibility that unification provides, the Dutch government has
also asked for reassurance that if Unilever should ever choose to
list the Foods & Refreshment Division as an independent
company, it would be incorporated and listed in The
Netherlands. The Netherlands is an attractive headquarter
location for business and provided it continues to be as such,
Unilever is comfortable to make these commitments given the
Division's already strong Dutch presence.
There will be no significant changes to Unilever's footprint in the
United Kingdom as a result of unification, in either jobs or
investment. The Home Care and Beauty & Personal Care
Divisions will continue to be headquartered in the United Kingdom,
as they are currently.
Nils Andersen, Chairman of Unilever, said: "Unilever's Board
believes that unifying the company's legal structure will
create greater strategic flexibility, remove complexity and
further improve governance. We remain committed to The
Netherlands and the UK and there will be no change to Unilever's
footprint in either country as a result of the proposed change to
Unilever's legal parent structure. We are confident that
unification will help Unilever deliver its vision of driving
superior long-term performance through its multiple stakeholder
business model."
ADDITIONAL INFORMATION
Background
Unilever has been owned through two separately listed companies, a
Dutch NV and a UK PLC, since its formation in 1930. During this
time, Unilever NV and Unilever PLC, together with their group
companies, have operated as nearly as practicable as a single
economic entity. This is achieved by complex agreements between PLC
and NV to maintain parity between economic rights of the respective
shareholders. These agreements between PLC and NV will come
to an end on implementation of Unification, resulting in the need
to put other arrangements in place in various areas including
intellectual property across all three divisions.
Over the last two decades the dual parent holding company structure
has been reviewed periodically by the Board and a series of steps
have been taken to reduce complexity, most recently in October 2017
when the Unilever NV preference shares were successfully
repurchased, and in June 2019 when Unilever NV terminated its
depositary receipt structure.
In October 2018, the Board withdrew a proposal to unify its
corporate structure under a new Dutch holding company; although the
Group received widespread support for the principle of unification,
the Board concluded that certain aspects of the proposed
arrangements required reconsideration.
Proposed Unification
After reviewing a range of options and listening to shareholders,
the objective of the Board is to unify the Group's corporate
structure under a single parent company, Unilever
PLC. Unification will be implemented through a
cross-border merger by means of which Unilever NV will be merged
into Unilever PLC, with Unilever PLC as the resultant
entity.
Unilever NV shareholders will receive one new Unilever PLC share in
exchange for each Unilever NV share held. Unilever PLC will
continue to be incorporated in the UK and will remain UK tax
resident. This will result in a single parent company, having
one class of shares, one market capitalisation, and a single global
pool of liquidity.
The Board believes that achieving unification under Unilever PLC
through a cross-border merger is the most efficient of the options
available. Alternative routes to achieve unification under
Unilever PLC are possible, for example through a Dutch Tender
Offer, although this would be a lengthier and more complex
transaction.
The following will not change as a result of the
unification:
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Unilever's
multi-stakeholder approach and vision of a purpose-led, future-fit
business model driving superior performance
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Unilever's business
locations. Foods & Refreshment will continue to be
headquartered in Rotterdam, alongside the new €85 million
R&D centre in Wageningen, whilst Beauty & Personal Care and
Home Care will continue to be headquartered in
London
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Unilever's investment in
The Netherlands and the UK
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Unilever's employment of
around 2,500 people in The Netherlands and 6,000 people in the
UK
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The existing
arrangements for the supervisory board of Unilever's Dutch
subsidiary operations
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The manufacture and
supply of Unilever products in The Netherlands and the
UK
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Unilever's shares being
listed and traded on the Amsterdam, London and New York stock
exchanges
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Unilever's inclusion in
the FTSE UK Series, with expected inclusion in the AEX Index as
well
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Future Unilever European
bond issuances having their primary listing in
Amsterdam
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A unitary Board,
re-elected annually
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Unilever's dividend
policy, with the dividend declaration currency remaining euros and
payment in sterling or U.S. dollars continuing for those
shareholders who choose it
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Parity in the dividend
and capital return interests of shareholders
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Financial results for
the group will continue to be presented in euros, with supplemental
financial information presented in euros and U.S.
dollars
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Assuming implementation
in full, all per share ratios will be
unaffected
Furthermore, reflecting Unilever's ongoing commitment to The
Netherlands:
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Unilever will further
consolidate its procurement function in Europe by
moving certain roles to its European supply chain HQ in
Rotterdam
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Unilever has agreed to
explore opportunities with the Dutch Government to encourage
R&D and innovation in plant-based foods, sustainability, food
systems resilience and nutrition.
Listings
Unilever PLC will continue to have a premium listing on the London
Stock Exchange and will be applying for an additional listing of
Unilever PLC shares on Euronext Amsterdam, where Unilever PLC
shares will be traded and quoted in euros. Unilever PLC ADSs
will continue to be listed on the New York Stock
Exchange.
Indexation
We expect that Unilever PLC shares will continue to be included in
the FTSE 100 index. Following the listing of Unilever PLC
shares on Euronext Amsterdam, we expect Unilever PLC shares to be
included in the AEX Index. We also expect Unilever PLC shares
to continue to be included in the STOXX Europe 600 index and other
relevant pan-European indices.
Financial obligations
Unilever expects the maintenance of its strong credit rating to be
unaffected. All debt which benefits from a guarantee from the
current PLC and NV holding companies, or other group companies,
will continue to benefit from an equivalent covenant. New
debt will be treated in the same way.
Shareholder Approval
The proposed unification will be subject to certain conditions,
including the approvals of shareholders in Unilever NV and
Unilever PLC, consultations with employee representative
bodies, and applicable regulatory consents.
Further information will be provided in the shareholder
documentation which will be circulated in the months leading up to
the shareholders' meetings to be convened to approve the legal
structure change. Documentation is expected to be sent to
shareholders in Q3 2020 with implementation anticipated towards the
end of the year.
Shareholder taxation
The exchange of shares in Unilever NV for Unilever PLC shares is
not expected to be a taxable event for shareholders resident in The
Netherlands, UK or US. No dividend withholding tax will be
required to be deducted from dividends paid by Unilever
PLC.
Continuity for Unilever NV shareholders
Unilever NV shareholders will receive one new Unilever PLC share in
exchange for each Unilever NV share held. Unilever will make an
application for a listing in The Netherlands which will allow
former Unilever NV shareholders to trade the new Unilever PLC
shares they receive on Euronext Amsterdam, settling share
transactions and receiving dividends in euros. The type of
security that Unilever NV NYRS holders will receive (either
Unilever PLC shares or Unilever PLC ADSs) will depend on how their
Unilever NV NYRSs are held at the time of
implementation.
Dividends
Unilever will continue to report its earnings and declare dividends
in euros, as has been the practice for many years. There will
be no change to our policy of seeking to pay an attractive, growing
and sustainable dividend. Payments and record dates will
continue on the current quarterly schedule.
Dividends on shares held through CREST will continue to be paid in
sterling. Holders of US listed shares will continue to
receive dividends in US dollars.
[Ends]
CONTACT
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Media: Media Relations Team
NL: +31 61 500 8293 Fleur-van.Bruggen@unilever.com
UK: +44 78 2527 3767 lucila.zambrano@unilever.com
Or: +44 77 7999 9683 JSibun@tulchangroup.com
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Investors: Investor Relations Team
+44 20 7822 6830 investor.relations@unilever.com
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ADVISERS
Deutsche Bank (Financial Adviser and Corporate Broker): Charles
Wilkinson
UBS (Financial Adviser and Corporate Broker): John
Woolland
Citi (Financial Adviser): Andrew Seaton
ABOUT UNILEVER
Unilever is one of the world's leading suppliers of Beauty &
Personal Care, Home Care, and Foods & Refreshment products with
sales in over 190 countries and reaching 2.5 billion consumers a
day. It has 155,000 employees and generated sales of €52
billion in 2019. Over half of the company's footprint is in
developing and emerging markets. Unilever has around 400 brands
found in homes all over the world, including Dove, Knorr, Dirt Is
Good, Rexona, Hellmann's, Lipton, Wall's, Lux, Magnum, Axe, Sunsilk
and Surf.
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 contains inside information. This is a public
announcement pursuant to Article 17 paragraph 1 of the European
Market Abuse Regulation (596/2014).
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 to be issued in due course
in connection with the proposed admission of (i) new PLC ordinary
shares to listing on the premium listing segment of the Official
List of the UK Financial Conduct Authority and to trading on the
Main Market of the London Stock Exchange and (ii) the PLC ordinary
shares, including the new PLC ordinary shares, to listing and
trading on Euronext in Amsterdam, a regulated market operated by
Euronext Amsterdam N.V. (the "UK Prospectus"), and to be approved
by the UK Financial Conduct Authority and passported to the
Netherlands, and any supplement or amendment thereto. The UK
Prospectus will contain detailed information about Unilever and its
management, as well as financial statements and other financial
data. The UK Prospectus, when published, will be available at
http://www.unilever.com at no cost. It may be unlawful to
distribute these materials in certain jurisdictions.
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.