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
PLC
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/S/ R SOTAMAA
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BY R SOTAMAA
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CHIEF LEGAL OFFICER AND GROUP SECRETARY
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Date:
22 July, 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 22 July 2020
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Unilever
Announces Results of Bondholder Meetings
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Exhibit
99
UNILEVER ANNOUNCES RESULTS OF BONDHOLDER MEETINGS
London/Rotterdam, 22 July 2020
Unilever N.V. ("NV") and Unilever PLC ("PLC") (each, an "Issuer" and together, the "Issuers") announce today the results of the meetings held
on 22 July 2020 for holders of the outstanding securities listed in
the table below (each a "Series" and together, the "Notes") to vote in respect of the Extraordinary
Resolutions as set out in the Notice of Separate Meetings dated 26
June 2020 (the "Notice of
Meetings").
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Consent Solicitation
Memorandum dated 26 June 2020.
Notice is hereby given to the holders of the Notes that at the
relevant Meeting of holders of each Series of the Notes convened by
the Notice of Meetings and held via videoconference on 22 July
2020:
a)
the
relevant Meeting was either quorate or not quorate (as specified in
the table below); and
b)
the
relevant Extraordinary Resolution detailed in the Notice of
Meetings was duly passed or not passed (as specified in the table
below).
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Issuer
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Guarantor
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ISIN
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Description
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Quorum requirement met?
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Extraordinary Resolution passed?
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DIP Notes
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NV
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PLC,
UNUS
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XS1654191623
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€500,000,000
0.000 per cent. Notes due July 2021
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Met
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Yes
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NV
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PLC,
UNUS
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XS1178970106
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€750,000,000
0.500 per cent. Notes due February 2022
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Met
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Yes
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NV
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PLC,
UNUS
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XS1566100977
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€600,000,000
0.375 per cent. Notes due February 2023
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Not
met
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Not
applicable
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NV
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PLC,
UNUS
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XS1241577490
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€500,000,000
1.000 per cent. Notes due June 2023
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Met
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Yes
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NV
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PLC,
UNUS
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XS1769090728
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€500,000,000
0.500 per cent. Notes due August 2023
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Not
met
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Not
applicable
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NV
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PLC,
UNUS
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XS1403014936
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€500,000,000
0.500 per cent. Notes due April 2024
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Not
met
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Not
applicable
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NV
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PLC,
UNUS
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XS2147133495
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€1,000,000,000
1.250 per cent. Notes due March 2025
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Met
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Yes
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NV
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PLC,
UNUS
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XS1654192191
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€650,000,000
0.875 per cent. Notes due July 2025
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Not
met
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Not
applicable
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NV
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PLC,
UNUS
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XS1769090991
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€700,000,000
1.125 per cent. Notes due February 2027
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Not
met
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Not
applicable
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NV
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PLC,
UNUS
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XS1566101603
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€600,000,000
1.000 per cent. Notes due February 2027
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Met
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Yes
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NV
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PLC,
UNUS
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XS1403015156
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€700,000,000
1.125 per cent. Notes due April 2028
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Met
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Yes
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NV
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PLC,
UNUS
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XS1654192274
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€750,000,000
1.375 per cent. Notes due July 2029
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Met
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Yes
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NV
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PLC,
UNUS
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XS2147133578
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€1,000,000,000
1.750 per cent. Notes due March 2030
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Met
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Yes
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NV
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PLC,
UNUS
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XS1769091296
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€800,000,000
1.625 per cent. Notes due February 2033
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Met
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Yes
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PLC
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NV,
UNUS
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XS1560644830
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£350,000,000
1.125 per cent. Notes due February 2022
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Met
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Yes
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PLC
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NV,
UNUS
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XS1684780031
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£250,000,000
1.375 per cent. Notes due September 2024
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Met
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Yes
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PLC
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NV,
UNUS
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XS2008921277
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£500,000,000
1.500 per cent. Notes due July 2026
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Met
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Yes
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PLC
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NV,
UNUS
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XS1684780205
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£250,000,000
1.875 per cent. Notes due September 2029
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Met
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Yes
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PLC
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NV,
UNUS
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XS2008925344
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€650,000,000
1.500 per cent. Notes due June 2039
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Met
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Yes
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Standalone Notes
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NV
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PLC,
UNUS
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XS1873208950
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€650,000,000
0.500 per cent. Bonds due January 2025
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Not
met
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Not
applicable
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NV
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PLC,
UNUS
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XS1873209172
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€650,000,000
1.375 per cent. Bonds due September 2030
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Met
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Yes
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Early Participation Fee
The Fee Conditions in respect of each Series where "Met" is
specified in the column "Quorum requirement met?" in the table
above (the "Quorate
Series") have been satisfied
and therefore each Noteholder from whom a valid Consent Instruction
in favour of the Extraordinary Resolution in respect of any Quorate
Series was received by the Tabulation Agent by the Expiration
Deadline will receive the Early Participation Fee. The Early
Participation Fee in respect of each Quorate Series will be paid by
the Issuer no later than 29 July 2020 (being the fifth Business Day
following the passing of the relevant Extraordinary
Resolution).
The Fee Conditions in respect of each Series where "Not met" is
specified in the column "Quorum requirement met?" in the table
above (the "Inquorate
Series") have not yet been
satisfied.
As of the conclusion of the Meetings today, Noteholders
representing more than 99% of all Consent Instructions received
(covering both Quorate Series and Inquorate Series) had voted in
favour of the Proposed Amendments.
Supplemental Trust Deeds
Subject to satisfaction of the Implementation Conditions, the
Supplemental Trust Deeds for each Issuer implementing the relevant
Proposed Amendments in respect of all Series of Notes for which the
relevant Extraordinary Resolution was passed will be executed as
soon as reasonably practicable after the registration of New Bond
Sub with the Dutch Trade Register of the Chamber of Commerce. A
further announcement will be made once such execution has taken
place.
Waiver Letter
The Waiver Letter has today been executed by the Trustee, the
relevant Issuer and the relevant Guarantors in respect of each of
the Quorate Series.
Adjourned Meetings
The Meeting in respect of each Inquorate Series will be adjourned
to 11 August 2020 in accordance with a notice of adjourned Meetings
to be delivered to holders of such Inquorate Series via a notice to
the Clearing Systems for communication to Direct Participants on 22
July 2020. The notice of adjourned Meetings will also be published
via the regulatory news service of the London Stock
Exchange.
Consent Instructions validly submitted in accordance with the
procedures set out in the Consent Solicitation Memorandum shall
remain valid for the relevant adjourned Meetings.
This notice is given by:
Unilever N.V. and Unilever PLC
22 July 2020
DISCLAIMER
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.