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.
|
UNILEVER
PLC
|
|
|
|
|
|
|
|
/S/ R SOTAMAA
|
|
BY R SOTAMAA
|
|
CHIEF LEGAL OFFICER AND GROUP SECRETARY
|
Date:
26 June, 2020
EXHIBIT INDEX
------------------------
|
EXHIBIT
NUMBER
|
EXHIBIT
DESCRIPTION
|
|
99
|
Notice
to London Stock Exchange dated 26
June 2020
|
|
|
Consent Solicitations
|
Exhibit
99
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.
|
Issuer
|
Guarantor
|
ISIN
|
Description
|
Principal amount
outstanding(1)
|
|
DIP Notes
|
|
|
|
|
|
NV
|
PLC, UNUS
|
XS1654191623
|
€500,000,000 0.000 per cent. Notes due July 2021
|
€500,000,000
|
|
NV
|
PLC, UNUS
|
XS1178970106
|
€750,000,000 0.500 per cent. Notes due February
2022
|
€750,000,000
|
|
NV
|
PLC, UNUS
|
XS1566100977
|
€600,000,000 0.375 per cent. Notes due February
2023
|
€600,000,000
|
|
NV
|
PLC, UNUS
|
XS1241577490
|
€500,000,000 1.000 per cent. Notes due June 2023
|
€500,000,000
|
|
NV
|
PLC, UNUS
|
XS1769090728
|
€500,000,000 0.500 per cent. Notes due August
2023
|
€500,000,000
|
|
NV
|
PLC, UNUS
|
XS1403014936
|
€500,000,000 0.500 per cent. Notes due April
2024
|
€500,000,000
|
|
NV
|
PLC, UNUS
|
XS2147133495
|
€1,000,000,000 1.250 per cent. Notes due March
2025
|
€1,000,000,000
|
|
NV
|
PLC, UNUS
|
XS1654192191
|
€650,000,000 0.875 per cent. Notes due July 2025
|
€650,000,000
|
|
NV
|
PLC, UNUS
|
XS1769090991
|
€700,000,000 1.125 per cent. Notes due February
2027
|
€700,000,000
|
|
NV
|
PLC, UNUS
|
XS1566101603
|
€600,000,000 1.000 per cent. Notes due February
2027
|
€600,000,000
|
|
NV
|
PLC, UNUS
|
XS1403015156
|
€700,000,000 1.125 per cent. Notes due April
2028
|
€700,000,000
|
|
NV
|
PLC, UNUS
|
XS1654192274
|
€750,000,000 1.375 per cent. Notes due July 2029
|
€750,000,000
|
|
NV
|
PLC, UNUS
|
XS2147133578
|
€1,000,000,000 1.750 per cent. Notes due March
2030
|
€1,000,000,000
|
|
NV
|
PLC, UNUS
|
XS1769091296
|
€800,000,000 1.625 per cent. Notes due February
2033
|
€800,000,000
|
|
PLC
|
NV, UNUS
|
XS1560644830
|
£350,000,000 1.125 per cent. Notes due February
2022
|
£350,000,000
|
|
PLC
|
NV, UNUS
|
XS1684780031
|
£250,000,000 1.375 per cent. Notes due September
2024
|
£250,000,000
|
|
PLC
|
NV, UNUS
|
XS2008921277
|
£500,000,000 1.500 per cent. Notes due July 2026
|
£500,000,000
|
|
PLC
|
NV, UNUS
|
XS1684780205
|
£250,000,000 1.875 per cent. Notes due September
2029
|
£250,000,000
|
|
PLC
|
NV, UNUS
|
XS2008925344
|
€650,000,000 1.500 per cent. Notes due June 2039
|
€650,000,000
|
|
Standalone Notes
|
|
NV
|
PLC, UNUS
|
XS1873208950
|
€650,000,000 0.500 per cent. Bonds due January
2025
|
€650,000,000
|
|
NV
|
PLC, UNUS
|
XS1873209172
|
€650,000,000 1.375 per cent. Bonds due September
2030
|
€650,000,000
|
|
|
|
|
|
|
|
(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 Agent of valid Consent Instructions
from Noteholders in favour of the relevant Extraordinary Resolution
for such Noteholders to be eligible to receive the Early
Participation Fee
|
4:00
p.m. (London time) on 10 July 2020
|
|
Expiration Deadline
|
|
|
Final
deadline for receipt by the Tabulation Agent of valid Consent
Instructions from Noteholders for
such Noteholders to be represented at the relevant
Meeting
|
9:30
a.m. (London time) on 20 July 2020
|
|
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 Meetings and whether the Extraordinary
Resolutions have been passed and (ii) if the relevant Extraordinary
Resolution is passed, satisfaction (or otherwise) of the Fee
Conditions
|
As
soon as reasonably practicable after the Meetings
|
|
Payment Date
|
|
|
Subject
to the satisfaction of the Fee Conditions, payment of the Early
Participation Fee
|
No
later than the fifth Business Day following the passing of the
relevant Extraordinary Resolution
|
|
Shareholder Meetings
|
|
|
Meetings
to be held by each of NV and PLC to approve the Shareholder
Resolutions
|
Expected
to be held in Q3 / Q4 2020
|
|
NV Demerger Effective Date
|
|
|
The
date (and, where relevant, time) on which the NV Demerger and the
Issuer Substitution become effective
|
Expected
to be on or shortly before 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 is passed, announcement of
the satisfaction (or otherwise) of the Implementation Conditions
relating to the relevant Extraordinary Resolution and
implementation of the relevant Proposed Amendments delivered to the
Clearing Systems for communication to the Direct
Participants
|
As
soon as reasonably practicable after registration of New Bond
Sub with the Dutch Trade Register of the Chamber of
Commerce
|
|
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 BranchWinchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
|
HSBC Bank plc8 Canada
SquareLondon E14 5HQUnited Kingdom
|
UBS AG London Branch5
Broadgate
London EC2M 2QS
United Kingdom
|
|
Telephone: +44 20 7545 8011Attention: Liability Management
Group
|
Telephone: +44 20 7992 6237Attention: Liability
Management Groupemail: LM_EMEA@hsbc.com
|
Telephone: +44 20 7158 1121Attention: Liability
Management
Groupemail: 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.