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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Notice
of Separate Adjourned Meetings
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Exhibit
99
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
UNILEVER N.V.
(incorporated with limited liability in The Netherlands and having
its corporate seat in Rotterdam, The Netherlands)
(the "Issuer")
NOTICE OF SEPARATE ADJOURNED MEETINGS
of the holders of the following Notes:
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Issuer
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Guarantor
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ISIN
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Description
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Principal amount outstanding[1]
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Applicable Trust Deed
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Applicable Time[2]
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DIP Notes
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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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€600,000,000
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2016
Trust Deed
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9:30
a.m.
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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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€500,000,000
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2016
Trust Deed
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9:35
a.m.
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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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€500,000,000
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2016
Trust Deed
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9:40
a.m.
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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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€650,000,000
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2016
Trust Deed
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9:45
a.m.
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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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€700,000,000
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2016
Trust Deed
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9:50
a.m.
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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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€650,000,000
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2025
Bonds Trust Deed
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9:55
a.m.
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(each a "Series" and together the "Notes").
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of, in the
case of the DIP Notes, The Eighth Schedule or, in the case of the
Standalone Notes, Schedule 3, in each case of the Applicable Trust
Deed in respect of each Series (as set out in the table above),
separate adjourned meetings (each an "Adjourned Meeting" and together the "Adjourned
Meetings") of the holders of
each Series (the "Noteholders") convened by Unilever N.V. ("NV") as Issuer will be held via
videoconference on 11 August 2020 at the Applicable Time in
respect of each Series (as set out in the table above) for the
purpose of considering and, if thought fit, passing the applicable
resolution set out below, which will be proposed as an
Extraordinary Resolution at the relevant Adjourned Meeting in
accordance with the provisions for the meetings of Noteholders set
out, in the case of the DIP Notes, in The Eighth Schedule or, in
the case of the Standalone Notes, in Schedule 3, in each case of
the Applicable Trust Deed. The original Meetings in respect of each
Series of Notes listed in the table above convened by NV were
adjourned for want of quorum and NV has convened the Adjourned
Meetings for the purpose of considering and, if thought fit,
passing the applicable resolution set out
below.
Unless the context otherwise requires, capitalised terms used but
not defined in this Notice of Adjourned Meetings shall have the
meaning given in the Applicable Trust Deed, the terms and
conditions of the Notes of the relevant Series (the
"Conditions"), the notice dated 26 June 2020 convening the
meetings of Noteholders held on 22 July 2020 (the
"Notice of
Original Meetings") or the
relevant Extraordinary Resolution, as
applicable.
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €600,000,000 0.375 PER CENT. NOTES DUE
FEBRUARY 2023
"THAT this Meeting of the holders (together, the
"Noteholders") of the presently outstanding €600,000,000
0.375 per cent. Notes due February 2023 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor
thereto) guaranteed by Unilever PLC and Unilever United States,
Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated
22 July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the Issuer, the Guarantors and
The Law Debenture Trust Corporation p.l.c. as trustee (the
"Trustee"):
1.
(subject to paragraph 4 of this Extraordinary
Resolution) assents to (i) the substitution of New Bond Sub as
"issuer" of the Notes and the release of the Issuer from its
obligations under the Notes and the Trust Deed, such substitution
to be effected pursuant to the NV Demerger and, to the extent not
effected pursuant to the NV Demerger, pursuant to a supplemental
trust deed executed as referred to in paragraph 2 of this
Extraordinary Resolution (the "Issuer
Substitution"), (ii) the
modification of (a) the terms and conditions of the Notes, as set
out in The Fourth Schedule to the Trust Deed and as completed by
the Final Terms applicable to the Notes dated 10 February 2017 (the
"Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule I
of the Notice of Original Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger;
2.
(subject
to paragraph 4 of this Extraordinary Resolution) authorises,
directs, requests and empowers:
(a)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute a
supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b)
the
Issuer, the Guarantors and the Trustee to execute a waiver letter
to effect the waivers referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
set out in Schedule IV of the Notice of Original Meetings;
and
(c)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute and
to do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the substitution, modifications and waivers
referred to in this Extraordinary Resolution including, without
limitation, the execution of any supplemental agency agreement in
respect of the Notes, in the form or substantially in the form made
available to Noteholders for inspection;
3.
(subject
to paragraph 4 of this Extraordinary Resolution) sanctions every
abrogation, substitution, modification, waiver, compromise or
arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer and the Guarantors
whether or not such rights arise under the Conditions, the Trust
Deed or otherwise, involved in, resulting from or to be effected by
the substitution, amendments or waivers referred to in paragraph 1
of this Extraordinary Resolution and their
implementation;
4.
discharges,
holds harmless, indemnifies and exonerates the Trustee from all
liability for which it may have become or may become liable under
the Trust Deed in respect of any act or omission including, without
limitation, in connection with this Extraordinary Resolution or its
implementation, the substitution, modifications and waivers
referred to in this Extraordinary Resolution and any act or
omission taken in connection with this Extraordinary Resolution or
the implementation of the substitution, modifications and waivers
referred to herein;
5.
waives
any claim Noteholders may have against the Trustee as a result of
any liability they may suffer or incur as a result of acting upon
this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6.
approves
that the Trustee be and is hereby authorised and instructed not to
obtain any legal opinions in relation to, or to enquire into the
power and the capacity of any person to enter into the supplemental
trust deed or any other amendments to the Trust Deed or the
Conditions, of the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
7.
declares
that the implementation of this Extraordinary Resolution shall be
conditional on:
(a)
the
Consent Solicitation not having been terminated;
(b)
the
passing of this Extraordinary Resolution;
(c)
the
passing of the relevant Shareholder Resolutions; and
(d)
the
occurrence of the NV Demerger Effective Date,
provided
that the implementation of the waivers referred to in paragraph 1
of this Extraordinary Resolution shall be conditional only on the
passing of this Extraordinary Resolution; and
8.
acknowledges
that the following terms, as used in this Extraordinary Resolution,
shall have the meanings given below:
"Common
Draft Terms of Merger" means
the common draft terms of merger made by the boards of the Issuer
and PLC;
"Consent
Solicitation" means the
invitation by the Issuer to all Noteholders to consent to the
modification of the Conditions relating to the Notes as described
in the Consent Solicitation Memorandum and as the same may be
amended in accordance with its terms;
"Consent
Solicitation Memorandum" means the consent solicitation memorandum dated
26 June 2020 prepared
by the Issuer in relation to the Consent
Solicitation;
"Cross-Border
Merger" means the cross-border
merger between PLC and the Issuer carried out as a "merger by
absorption" for the purposes of the Companies (Cross-Border
Mergers) Regulations 2007 (for English law purposes) and the Dutch
Civil Code (Burgerlijk
Wetboek) (for Dutch law
purposes) pursuant to the Common Draft Terms of
Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond
Sub" means a private company
with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) to
be incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of
Commerce;
"Notice of
Adjourned Meetings" means the
notice dated 22 July 2020 convening this meeting of the
Noteholders;
"Notice of
Original Meetings" means the
notice dated 26 June 2020 convening the meeting of the Noteholders
held on 22 July 2020;
"NV
Demerger" means the Dutch legal
demerger pursuant to which New Bond Sub will be incorporated and
the Notes will become obligations of New Bond
Sub;
"NV Demerger
Effective Date" means the date
(and, where relevant, time) on which the NV Demerger becomes
effective in accordance with Dutch law, being the day after the
execution of the demerger deed in respect of the NV Demerger by a
Dutch civil law notary;
"PLC" means Unilever PLC;
"Shareholder
Resolutions" means the
resolutions of the Issuer's shareholders and PLC shareholders to
approve the Cross-Border Merger, the NV Demerger and certain other
steps relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group;
and
"Unilever
Group" means (i) prior to the
implementation of Unification, the Issuer, PLC and their respective
group companies (being those companies required to be consolidated
in accordance with Netherlands and United Kingdom legislative
requirements relating to consolidated accounts) and (ii) on and
following the implementation of Unification, PLC and its group
companies (being those companies required to be consolidated in
accordance with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €500,000,000 0.500 PER CENT. NOTES DUE
AUGUST 2023
"THAT this Meeting of the holders (together, the
"Noteholders") of the presently outstanding €500,000,000
0.500 per cent. Notes due August 2023 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor
thereto) guaranteed by Unilever PLC and Unilever United States,
Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated
22 July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the Issuer, the Guarantors and
The Law Debenture Trust Corporation p.l.c. as trustee (the
"Trustee"):
1.
(subject to paragraph 4 of this Extraordinary
Resolution) assents to (i) the substitution of New Bond Sub as
"issuer" of the Notes and the release of the Issuer from its
obligations under the Notes and the Trust Deed, such substitution
to be effected pursuant to the NV Demerger and, to the extent not
effected pursuant to the NV Demerger, pursuant to a supplemental
trust deed executed as referred to in paragraph 2 of this
Extraordinary Resolution (the "Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 8 February 2018 (the "Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule I
of the Notice of Original Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger;
2.
(subject
to paragraph 4 of this Extraordinary Resolution) authorises,
directs, requests and empowers:
(a)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute a
supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b)
the
Issuer, the Guarantors and the Trustee to execute a waiver letter
to effect the waivers referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
set out in Schedule IV of the Notice of Original Meetings;
and
(c)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute and
to do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the substitution, modifications and waivers
referred to in this Extraordinary Resolution including, without
limitation, the execution of any supplemental agency agreement in
respect of the Notes, in the form or substantially in the form made
available to Noteholders for inspection;
3.
(subject
to paragraph 4 of this Extraordinary Resolution) sanctions every
abrogation, substitution, modification, waiver, compromise or
arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer and the Guarantors
whether or not such rights arise under the Conditions, the Trust
Deed or otherwise, involved in, resulting from or to be effected by
the substitution, amendments or waivers referred to in paragraph 1
of this Extraordinary Resolution and their
implementation;
4.
discharges,
holds harmless, indemnifies and exonerates the Trustee from all
liability for which it may have become or may become liable under
the Trust Deed in respect of any act or omission including, without
limitation, in connection with this Extraordinary Resolution or its
implementation, the substitution, modifications and waivers
referred to in this Extraordinary Resolution and any act or
omission taken in connection with this Extraordinary Resolution or
the implementation of the substitution, modifications and waivers
referred to herein;
5.
waives
any claim Noteholders may have against the Trustee as a result of
any liability they may suffer or incur as a result of acting upon
this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6.
approves
that the Trustee be and is hereby authorised and instructed not to
obtain any legal opinions in relation to, or to enquire into the
power and the capacity of any person to enter into the supplemental
trust deed or any other amendments to the Trust Deed or the
Conditions, of the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
7.
declares
that the implementation of this Extraordinary Resolution shall be
conditional on:
(a)
the
Consent Solicitation not having been terminated;
(b)
the
passing of this Extraordinary Resolution;
(c)
the
passing of the relevant Shareholder Resolutions; and
(d)
the
occurrence of the NV Demerger Effective Date,
provided
that the implementation of the waivers referred to in paragraph 1
of this Extraordinary Resolution shall be conditional only on the
passing of this Extraordinary Resolution; and
8.
acknowledges
that the following terms, as used in this Extraordinary Resolution,
shall have the meanings given below:
"Common
Draft Terms of Merger" means
the common draft terms of merger made by the boards of the Issuer
and PLC;
"Consent
Solicitation" means the
invitation by the Issuer to all Noteholders to consent to the
modification of the Conditions relating to the Notes as described
in the Consent Solicitation Memorandum and as the same may be
amended in accordance with its terms;
"Consent
Solicitation Memorandum" means the consent solicitation memorandum dated
26 June 2020 prepared
by the Issuer in relation to the Consent
Solicitation;
"Cross-Border
Merger" means the cross-border
merger between PLC and the Issuer carried out as a "merger by
absorption" for the purposes of the Companies (Cross-Border
Mergers) Regulations 2007 (for English law purposes) and the Dutch
Civil Code (Burgerlijk
Wetboek) (for Dutch law
purposes) pursuant to the Common Draft Terms of
Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond
Sub" means a private company
with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) to
be incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of
Commerce;
"Notice of
Adjourned Meetings" means the
notice dated 22 July 2020 convening this meeting of the
Noteholders;
"Notice of
Original Meetings" means the
notice dated 26 June 2020 convening the meeting of the Noteholders
held on 22 July 2020;
"NV
Demerger" means the Dutch legal
demerger pursuant to which New Bond Sub will be incorporated and
the Notes will become obligations of New Bond
Sub;
"NV Demerger
Effective Date" means the date
(and, where relevant, time) on which the NV Demerger becomes
effective in accordance with Dutch law, being the day after the
execution of the demerger deed in respect of the NV Demerger by a
Dutch civil law notary;
"PLC" means Unilever PLC;
"Shareholder
Resolutions" means the
resolutions of the Issuer's shareholders and PLC shareholders to
approve the Cross-Border Merger, the NV Demerger and certain other
steps relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group;
and
"Unilever
Group" means (i) prior to the
implementation of Unification, the Issuer, PLC and their respective
group companies (being those companies required to be consolidated
in accordance with Netherlands and United Kingdom legislative
requirements relating to consolidated accounts) and (ii) on and
following the implementation of Unification, PLC and its group
companies (being those companies required to be consolidated in
accordance with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €500,000,000 0.500 PER CENT. NOTES DUE
APRIL 2024
"THAT this Meeting of the holders (together, the
"Noteholders") of the presently outstanding €500,000,000
0.500 per cent. Notes due April 2024 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor
thereto) guaranteed by Unilever PLC and Unilever United States,
Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated
22 July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the Issuer, the Guarantors and
The Law Debenture Trust Corporation p.l.c. as trustee (the
"Trustee"):
1.
(subject to paragraph 4 of this Extraordinary
Resolution) assents to (i) the substitution of New Bond Sub as
"issuer" of the Notes and the release of the Issuer from its
obligations under the Notes and the Trust Deed, such substitution
to be effected pursuant to the NV Demerger and, to the extent not
effected pursuant to the NV Demerger, pursuant to a supplemental
trust deed executed as referred to in paragraph 2 of this
Extraordinary Resolution (the "Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 April 2016 (the "Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule I
of the Notice of Original Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger;
2.
(subject
to paragraph 4 of this Extraordinary Resolution) authorises,
directs, requests and empowers:
(a)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute a
supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b)
the
Issuer, the Guarantors and the Trustee to execute a waiver letter
to effect the waivers referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
set out in Schedule IV of the Notice of Original Meetings;
and
(c)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute and
to do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the substitution, modifications and waivers
referred to in this Extraordinary Resolution including, without
limitation, the execution of any supplemental agency agreement in
respect of the Notes, in the form or substantially in the form made
available to Noteholders for inspection;
3.
(subject
to paragraph 4 of this Extraordinary Resolution) sanctions every
abrogation, substitution, modification, waiver, compromise or
arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer and the Guarantors
whether or not such rights arise under the Conditions, the Trust
Deed or otherwise, involved in, resulting from or to be effected by
the substitution, amendments or waivers referred to in paragraph 1
of this Extraordinary Resolution and their
implementation;
4.
discharges,
holds harmless, indemnifies and exonerates the Trustee from all
liability for which it may have become or may become liable under
the Trust Deed in respect of any act or omission including, without
limitation, in connection with this Extraordinary Resolution or its
implementation, the substitution, modifications and waivers
referred to in this Extraordinary Resolution and any act or
omission taken in connection with this Extraordinary Resolution or
the implementation of the substitution, modifications and waivers
referred to herein;
5.
waives
any claim Noteholders may have against the Trustee as a result of
any liability they may suffer or incur as a result of acting upon
this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6.
approves
that the Trustee be and is hereby authorised and instructed not to
obtain any legal opinions in relation to, or to enquire into the
power and the capacity of any person to enter into the supplemental
trust deed or any other amendments to the Trust Deed or the
Conditions, of the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
7.
declares
that the implementation of this Extraordinary Resolution shall be
conditional on:
(a)
the
Consent Solicitation not having been terminated;
(b)
the
passing of this Extraordinary Resolution;
(c)
the
passing of the relevant Shareholder Resolutions; and
(d)
the
occurrence of the NV Demerger Effective Date,
provided
that the implementation of the waivers referred to in paragraph 1
of this Extraordinary Resolution shall be conditional only on the
passing of this Extraordinary Resolution; and
8.
acknowledges
that the following terms, as used in this Extraordinary Resolution,
shall have the meanings given below:
"Common
Draft Terms of Merger" means
the common draft terms of merger made by the boards of the Issuer
and PLC;
"Consent
Solicitation" means the
invitation by the Issuer to all Noteholders to consent to the
modification of the Conditions relating to the Notes as described
in the Consent Solicitation Memorandum and as the same may be
amended in accordance with its terms;
"Consent
Solicitation Memorandum" means the consent solicitation memorandum dated
26 June 2020 prepared
by the Issuer in relation to the Consent
Solicitation;
"Cross-Border
Merger" means the cross-border
merger between PLC and the Issuer carried out as a "merger by
absorption" for the purposes of the Companies (Cross-Border
Mergers) Regulations 2007 (for English law purposes) and the Dutch
Civil Code (Burgerlijk
Wetboek) (for Dutch law
purposes) pursuant to the Common Draft Terms of
Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond
Sub" means a private company
with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) to
be incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of
Commerce;
"Notice of
Adjourned Meetings" means the
notice dated 22 July 2020 convening this meeting of the
Noteholders;
"Notice of
Original Meetings" means the
notice dated 26 June 2020 convening the meeting of the Noteholders
held on 22 July 2020;
"NV
Demerger" means the Dutch legal
demerger pursuant to which New Bond Sub will be incorporated and
the Notes will become obligations of New Bond
Sub;
"NV Demerger
Effective Date" means the date
(and, where relevant, time) on which the NV Demerger becomes
effective in accordance with Dutch law, being the day after the
execution of the demerger deed in respect of the NV Demerger by a
Dutch civil law notary;
"PLC" means Unilever PLC;
"Shareholder
Resolutions" means the
resolutions of the Issuer's shareholders and PLC shareholders to
approve the Cross-Border Merger, the NV Demerger and certain other
steps relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group;
and
"Unilever
Group" means (i) prior to the
implementation of Unification, the Issuer, PLC and their respective
group companies (being those companies required to be consolidated
in accordance with Netherlands and United Kingdom legislative
requirements relating to consolidated accounts) and (ii) on and
following the implementation of Unification, PLC and its group
companies (being those companies required to be consolidated in
accordance with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €650,000,000 0.875 PER CENT. NOTES DUE JULY
2025
"THAT this Meeting of the holders (together, the
"Noteholders") of the presently outstanding €650,000,000
0.875 per cent. Notes due July 2025 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor
thereto) guaranteed by Unilever PLC and Unilever United States,
Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated
22 July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the Issuer, the Guarantors and
The Law Debenture Trust Corporation p.l.c. as trustee (the
"Trustee"):
1.
(subject to paragraph 4 of this Extraordinary
Resolution) assents to (i) the substitution of New Bond Sub as
"issuer" of the Notes and the release of the Issuer from its
obligations under the Notes and the Trust Deed, such substitution
to be effected pursuant to the NV Demerger and, to the extent not
effected pursuant to the NV Demerger, pursuant to a supplemental
trust deed executed as referred to in paragraph 2 of this
Extraordinary Resolution (the "Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 July 2017 (the "Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule I
of the Notice of Original Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger;
2.
(subject
to paragraph 4 of this Extraordinary Resolution) authorises,
directs, requests and empowers:
(a)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute a
supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b)
the
Issuer, the Guarantors and the Trustee to execute a waiver letter
to effect the waivers referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
set out in Schedule IV of the Notice of Original Meetings;
and
(c)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute and
to do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the substitution, modifications and waivers
referred to in this Extraordinary Resolution including, without
limitation, the execution of any supplemental agency agreement in
respect of the Notes, in the form or substantially in the form made
available to Noteholders for inspection;
3.
(subject
to paragraph 4 of this Extraordinary Resolution) sanctions every
abrogation, substitution, modification, waiver, compromise or
arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer and the Guarantors
whether or not such rights arise under the Conditions, the Trust
Deed or otherwise, involved in, resulting from or to be effected by
the substitution, amendments or waivers referred to in paragraph 1
of this Extraordinary Resolution and their
implementation;
4.
discharges,
holds harmless, indemnifies and exonerates the Trustee from all
liability for which it may have become or may become liable under
the Trust Deed in respect of any act or omission including, without
limitation, in connection with this Extraordinary Resolution or its
implementation, the substitution, modifications and waivers
referred to in this Extraordinary Resolution and any act or
omission taken in connection with this Extraordinary Resolution or
the implementation of the substitution, modifications and waivers
referred to herein;
5.
waives
any claim Noteholders may have against the Trustee as a result of
any liability they may suffer or incur as a result of acting upon
this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6.
approves
that the Trustee be and is hereby authorised and instructed not to
obtain any legal opinions in relation to, or to enquire into the
power and the capacity of any person to enter into the supplemental
trust deed or any other amendments to the Trust Deed or the
Conditions, of the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
7.
declares
that the implementation of this Extraordinary Resolution shall be
conditional on:
(a)
the
Consent Solicitation not having been terminated;
(b)
the
passing of this Extraordinary Resolution;
(c)
the
passing of the relevant Shareholder Resolutions; and
(d)
the
occurrence of the NV Demerger Effective Date,
provided
that the implementation of the waivers referred to in paragraph 1
of this Extraordinary Resolution shall be conditional only on the
passing of this Extraordinary Resolution; and
8.
acknowledges
that the following terms, as used in this Extraordinary Resolution,
shall have the meanings given below:
"Common
Draft Terms of Merger" means
the common draft terms of merger made by the boards of the Issuer
and PLC;
"Consent
Solicitation" means the
invitation by the Issuer to all Noteholders to consent to the
modification of the Conditions relating to the Notes as described
in the Consent Solicitation Memorandum and as the same may be
amended in accordance with its terms;
"Consent
Solicitation Memorandum" means the consent solicitation memorandum dated
26 June 2020 prepared
by the Issuer in relation to the Consent
Solicitation;
"Cross-Border
Merger" means the cross-border
merger between PLC and the Issuer carried out as a "merger by
absorption" for the purposes of the Companies (Cross-Border
Mergers) Regulations 2007 (for English law purposes) and the Dutch
Civil Code (Burgerlijk
Wetboek) (for Dutch law
purposes) pursuant to the Common Draft Terms of
Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond
Sub" means a private company
with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) to
be incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of
Commerce;
"Notice of
Adjourned Meetings" means the
notice dated 22 July 2020 convening this meeting of the
Noteholders;
"Notice of
Original Meetings" means the
notice dated 26 June 2020 convening the meeting of the Noteholders
held on 22 July 2020;
"NV
Demerger" means the Dutch legal
demerger pursuant to which New Bond Sub will be incorporated and
the Notes will become obligations of New Bond
Sub;
"NV Demerger
Effective Date" means the date
(and, where relevant, time) on which the NV Demerger becomes
effective in accordance with Dutch law, being the day after the
execution of the demerger deed in respect of the NV Demerger by a
Dutch civil law notary;
"PLC" means Unilever PLC;
"Shareholder
Resolutions" means the
resolutions of the Issuer's shareholders and PLC shareholders to
approve the Cross-Border Merger, the NV Demerger and certain other
steps relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group;
and
"Unilever
Group" means (i) prior to the
implementation of Unification, the Issuer, PLC and their respective
group companies (being those companies required to be consolidated
in accordance with Netherlands and United Kingdom legislative
requirements relating to consolidated accounts) and (ii) on and
following the implementation of Unification, PLC and its group
companies (being those companies required to be consolidated in
accordance with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €700,000,000 1.125 PER CENT. NOTES DUE
FEBRUARY 2027
"THAT this Meeting of the holders (together, the
"Noteholders") of the presently outstanding €700,000,000
1.125 per cent. Notes due February 2027 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor
thereto) guaranteed by Unilever PLC and Unilever United States,
Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated
22 July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the Issuer, the Guarantors and
The Law Debenture Trust Corporation p.l.c. as trustee (the
"Trustee"):
1.
(subject to paragraph 4 of this Extraordinary
Resolution) assents to (i) the substitution of New Bond Sub as
"issuer" of the Notes and the release of the Issuer from its
obligations under the Notes and the Trust Deed, such substitution
to be effected pursuant to the NV Demerger and, to the extent not
effected pursuant to the NV Demerger, pursuant to a supplemental
trust deed executed as referred to in paragraph 2 of this
Extraordinary Resolution (the "Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 8 February 2018 (the "Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule I
of the Notice of Original Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger;
2.
(subject
to paragraph 4 of this Extraordinary Resolution) authorises,
directs, requests and empowers:
(a)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute a
supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b)
the
Issuer, the Guarantors and the Trustee to execute a waiver letter
to effect the waivers referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
set out in Schedule IV of the Notice of Original Meetings;
and
(c)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute and
to do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the substitution, modifications and waivers
referred to in this Extraordinary Resolution including, without
limitation, the execution of any supplemental agency agreement in
respect of the Notes, in the form or substantially in the form made
available to Noteholders for inspection;
3.
(subject
to paragraph 4 of this Extraordinary Resolution) sanctions every
abrogation, substitution, modification, waiver, compromise or
arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer and the Guarantors
whether or not such rights arise under the Conditions, the Trust
Deed or otherwise, involved in, resulting from or to be effected by
the substitution, amendments or waivers referred to in paragraph 1
of this Extraordinary Resolution and their
implementation;
4.
discharges,
holds harmless, indemnifies and exonerates the Trustee from all
liability for which it may have become or may become liable under
the Trust Deed in respect of any act or omission including, without
limitation, in connection with this Extraordinary Resolution or its
implementation, the substitution, modifications and waivers
referred to in this Extraordinary Resolution and any act or
omission taken in connection with this Extraordinary Resolution or
the implementation of the substitution, modifications and waivers
referred to herein;
5.
waives
any claim Noteholders may have against the Trustee as a result of
any liability they may suffer or incur as a result of acting upon
this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6.
approves
that the Trustee be and is hereby authorised and instructed not to
obtain any legal opinions in relation to, or to enquire into the
power and the capacity of any person to enter into the supplemental
trust deed or any other amendments to the Trust Deed or the
Conditions, of the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
7.
declares
that the implementation of this Extraordinary Resolution shall be
conditional on:
(a)
the
Consent Solicitation not having been terminated;
(b)
the
passing of this Extraordinary Resolution;
(c)
the
passing of the relevant Shareholder Resolutions; and
(d)
the
occurrence of the NV Demerger Effective Date,
provided
that the implementation of the waivers referred to in paragraph 1
of this Extraordinary Resolution shall be conditional only on the
passing of this Extraordinary Resolution; and
8.
acknowledges
that the following terms, as used in this Extraordinary Resolution,
shall have the meanings given below:
"Common
Draft Terms of Merger" means
the common draft terms of merger made by the boards of the Issuer
and PLC;
"Consent
Solicitation" means the
invitation by the Issuer to all Noteholders to consent to the
modification of the Conditions relating to the Notes as described
in the Consent Solicitation Memorandum and as the same may be
amended in accordance with its terms;
"Consent
Solicitation Memorandum" means the consent solicitation memorandum dated
26 June 2020 prepared by the Issuer in relation to the Consent
Solicitation;
"Cross-Border
Merger" means the cross-border
merger between PLC and the Issuer carried out as a "merger by
absorption" for the purposes of the Companies (Cross-Border
Mergers) Regulations 2007 (for English law purposes) and the Dutch
Civil Code (Burgerlijk
Wetboek) (for Dutch law
purposes) pursuant to the Common Draft Terms of
Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond
Sub" means a private company
with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) to
be incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of
Commerce;
"Notice of
Adjourned Meetings" means the
notice dated 22 July 2020 convening this meeting of the
Noteholders;
"Notice of
Original Meetings" means the
notice dated 26 June 2020 convening the meeting of the Noteholders
held on 22 July 2020;
"NV
Demerger" means the Dutch legal
demerger pursuant to which New Bond Sub will be incorporated and
the Notes will become obligations of New Bond
Sub;
"NV Demerger
Effective Date" means the date
(and, where relevant, time) on which the NV Demerger becomes
effective in accordance with Dutch law, being the day after the
execution of the demerger deed in respect of the NV Demerger by a
Dutch civil law notary;
"PLC" means Unilever PLC;
"Shareholder
Resolutions" means the
resolutions of the Issuer's shareholders and PLC shareholders to
approve the Cross-Border Merger, the NV Demerger and certain other
steps relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group;
and
"Unilever
Group" means (i) prior to the
implementation of Unification, the Issuer, PLC and their respective
group companies (being those companies required to be consolidated
in accordance with Netherlands and United Kingdom legislative
requirements relating to consolidated accounts) and (ii) on and
following the implementation of Unification, PLC and its group
companies (being those companies required to be consolidated in
accordance with United Kingdom legislative requirements relating to
consolidated accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €650,000,000 0.500 PER CENT. BONDS DUE
JANUARY 2025
"THAT this Meeting of the holders (together, the
"Noteholders") of the presently outstanding €650,000,000
0.500 per cent. Bonds due January 2025 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor
thereto) guaranteed by Unilever PLC and Unilever United States,
Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated
4 September 2018 (the "Trust Deed") and made between, inter alia, the Issuer, the Guarantors and The Law Debenture
Trust Corporation p.l.c. as trustee (the "Trustee"):
1.
(subject to paragraph 4 of this Extraordinary
Resolution) assents to (i) the substitution of New Bond Sub as
"issuer" of the Notes and the release of the Issuer from its
obligations under the Notes and the Trust Deed, such substitution
to be effected pursuant to the NV Demerger and, to the extent not
effected pursuant to the NV Demerger, pursuant to a supplemental
trust deed executed as referred to in paragraph 2 of this
Extraordinary Resolution (the "Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in Schedule 1 to the Trust Deed
(the "Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule III
of the Notice of Original Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger;
2.
(subject
to paragraph 4 of this Extraordinary Resolution) authorises,
directs, requests and empowers:
(a)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute a
supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule III of the Notice of Original Meetings;
(b)
the
Issuer, the Guarantors and the Trustee to execute a waiver letter
to effect the waivers referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
set out in Schedule IV of the Notice of Original Meetings;
and
(c)
the
Issuer, the Guarantors, New Bond Sub and the Trustee to execute and
to do all such other deeds, instruments, acts and things as may be
necessary, desirable or expedient in their sole opinion to carry
out and to give effect to this Extraordinary Resolution and the
implementation of the substitution, modifications and waivers
referred to in this Extraordinary Resolution including, without
limitation, the execution of any supplemental agency agreement in
respect of the Notes, in the form or substantially in the form made
available to Noteholders for inspection;
3.
(subject
to paragraph 4 of this Extraordinary Resolution) sanctions every
abrogation, substitution, modification, waiver, compromise or
arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer and the Guarantors
whether or not such rights arise under the Conditions, the Trust
Deed or otherwise, involved in, resulting from or to be effected by
the substitution, amendments or waivers referred to in paragraph 1
of this Extraordinary Resolution and their
implementation;
4.
discharges,
holds harmless, indemnifies and exonerates the Trustee from all
liability for which it may have become or may become liable under
the Trust Deed in respect of any act or omission including, without
limitation, in connection with this Extraordinary Resolution or its
implementation, the substitution, modifications and waivers
referred to in this Extraordinary Resolution and any act or
omission taken in connection with this Extraordinary Resolution or
the implementation of the substitution, modifications and waivers
referred to herein;
5.
waives
any claim Noteholders may have against the Trustee as a result of
any liability they may suffer or incur as a result of acting upon
this Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6.
approves
that the Trustee be and is hereby authorised and instructed not to
obtain any legal opinions in relation to, or to enquire into the
power and the capacity of any person to enter into the supplemental
trust deed or any other amendments to the Trust Deed or the
Conditions, of the due execution and delivery thereof by any party
thereto or the validity and enforceability thereof;
7.
declares
that the implementation of this Extraordinary Resolution shall be
conditional on:
(a)
the
Consent Solicitation not having been terminated;
(b)
the
passing of this Extraordinary Resolution;
(c)
the
passing of the relevant Shareholder Resolutions; and
(d)
the
occurrence of the NV Demerger Effective Date,
provided
that the implementation of the waivers referred to in paragraph 1
of this Extraordinary Resolution shall be conditional only on the
passing of this Extraordinary Resolution; and
8.
acknowledges
that the following terms, as used in this Extraordinary Resolution,
shall have the meanings given below:
"Common
Draft Terms of Merger" means
the common draft terms of merger made by the boards of the Issuer
and PLC;
"Consent
Solicitation" means the
invitation by the Issuer to all Noteholders to consent to the
modification of the Conditions relating to the Notes as described
in the Consent Solicitation Memorandum and as the same may be
amended in accordance with its terms;
"Consent
Solicitation Memorandum" means the consent solicitation memorandum dated
26 June 2020 prepared
by the Issuer in relation to the Consent
Solicitation;
"Cross-Border
Merger" means the cross-border
merger between PLC and the Issuer carried out as a "merger by
absorption" for the purposes of the Companies (Cross-Border
Mergers) Regulations 2007 (for English law purposes) and the Dutch
Civil Code (Burgerlijk
Wetboek) (for Dutch law
purposes) pursuant to the Common Draft Terms of
Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond
Sub" means a private company
with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) to
be incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of
Commerce;
"Notice of
Adjourned Meetings" means the
notice dated 22 July 2020 convening this meeting of the
Noteholders;
"Notice of
Original Meetings" means the
notice dated 26 June 2020 convening the meeting of the Noteholders
held on 22 July 2020;
"NV
Demerger" means the Dutch legal
demerger pursuant to which New Bond Sub will be incorporated and
the Notes will become obligations of New Bond
Sub;
"NV Demerger
Effective Date" means the date
(and, where relevant, time) on which the NV Demerger becomes
effective in accordance with Dutch law, being the day after the
execution of the demerger deed in respect of the NV Demerger by a
Dutch civil law notary;
"PLC" means Unilever PLC;
"Shareholder
Resolutions" means the
resolutions of the Issuer's shareholders and PLC shareholders to
approve the Cross-Border Merger, the NV Demerger and certain other
steps relating to Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group;
and
"Unilever
Group" means (i) prior to the
implementation of Unification, the Issuer, PLC and their respective
group companies (being those companies required to be consolidated
in accordance with Netherlands and United Kingdom legislative
requirements relating to consolidated accounts) and (ii) on and
following the implementation of Unification, PLC and its group
companies (being those companies required to be consolidated in
accordance with United Kingdom legislative requirements relating to
consolidated accounts)."
Background
The Issuer has convened the Adjourned Meetings for the purpose of
enabling the holders of Notes of each Series to consider and
resolve, if they think fit, to pass the Extraordinary Resolution
proposed in relation to the Notes of the relevant
Series.
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.
Prior to the implementation of Unification, New Bond Sub will be
incorporated pursuant to the NV Demerger, which will become
effective shortly before the Cross-Border Merger becomes effective.
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 and will have no subsidiaries of its own. As part of the
NV Demerger, the NV Notes will become obligations of New Bond
Sub.
In conjunction with Unification, Unilever intends to seek approval
from the relevant Noteholders of the proposed amendments set out in
this Notice of Adjourned Meetings (the "Proposed Amendments").
Unilever is seeking approval by the Noteholders of (i) the
substitution of New Bond Sub in place of NV as issuer of the Notes,
with the existing guarantees from PLC and UNUS remaining in force,
(ii) such other consequential amendments to the relevant Conditions
as set out in this Notice of Adjourned Meetings and in the Notice of Original
Meetings in order to facilitate such substitution, and (iii) the
waiver of any event of 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 or the Issuer Substitution.
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 the Notice of Original Meetings, subject
to satisfaction of the conditions listed in paragraph 7 of the
relevant Extraordinary Resolution set out above, which include the
occurrence of the NV Demerger Effective Date.
The implementation of the waivers referred to paragraph 1 of the
relevant Extraordinary Resolution set out above is subject only to
the passing of the relevant Extraordinary Resolution set out above.
The form of the waiver letter pursuant to which such waivers will
be implemented is set out in Schedule IV to the Notice of Original
Meetings.
Following Unification, the Unilever Group will produce a set of
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 new debt issued pursuant to Unilever's European
debt issuance programme 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 issuer in respect of notes
currently outstanding from Unilever's SEC-registered
shelf.
Consent Solicitations
The Issuer has invited eligible holders of the Notes of each Series
(each such invitation a "Consent
Solicitation") to consent to
the approval, by Extraordinary Resolution at the relevant Adjourned
Meeting, of the modification of the Conditions relating to the
relevant Series and certain other matters as described in paragraph
1 of the relevant Extraordinary Resolution as set out above, all as
further described in the Consent Solicitation Memorandum (as
defined in paragraph 8 of the Extraordinary Resolutions set out
above).
Noteholders may obtain a copy of the Consent Solicitation
Memorandum from the Tabulation Agent, the contact details for which
are set out below. In order to receive a copy of the Consent
Solicitation Memorandum, a Noteholder will be required to provide
confirmation as to his or her status as a Noteholder.
General
Copies of (i) the relevant Trust Deed (as amended, restated and/or
supplemented as at the issue date of each Series of Notes); and
(ii) the current draft of the supplemental trust deeds,
supplemental agency agreements and the waiver letter as referred to
in each Extraordinary Resolution set out above are also available
for inspection by Noteholders (a) on and from the date of this
Notice of Adjourned Meetings up to and including the date of the
Adjourned Meetings, at the specified offices of the Tabulation
Agent during normal business hours on any week day (Saturdays,
Sundays and public holidays excepted) up to and including the date
of the Adjourned Meetings and (b) at the Adjourned Meetings
and via videoconference for 15 minutes before the
Adjourned Meetings. Any revised version of the relevant draft
supplemental trust deed, the relevant supplemental agency agreement
and the waiver letter will be made available as described above and
marked to indicate changes to the draft made available on the date
of this Notice of Adjourned Meetings, and will supersede the
previous draft of the relevant document and Noteholders will be
deemed to have notice of any such changes.
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Extraordinary Resolutions at the Adjourned Meetings,
which are set out in "Voting and Quorum" below. Having regard to
such requirements, Noteholders are strongly urged either to attend
via videoconference the relevant Adjourned Meeting or to take steps
to be represented at the relevant Adjourned Meeting (including by
way of submitting Consent Instructions) as soon as
possible.
Interpretation
As used in this Notice of Adjourned
Meetings:
"2016 Trust
Deed" means the trust deed
dated 22 July 1994 as supplemented by the Twenty First Supplemental
Trust Deed dated 22 April 2016 made
between, inter alia, NV, PLC and the Trustee;
"2025 Bonds
Trust Deed" means the trust
deed dated 4 September 2018 made between, inter alia, NV, PLC and the Trustee;
"Applicable
Trust Deed" means the 2016
Trust Deed or the 2025 Bonds Trust Deed (as the case may
be);
"DIP
Notes" means the Series of
Notes issued pursuant to the Programme by NV, as listed on the
table on the front page of this Notice of Adjourned Meetings under
the heading DIP Notes;
"Programme" means the U.S.$15,000,000,000 Debt Issuance
Programme of NV and PLC;
"Standalone
Notes" means the Series of
Notes issued on a standalone basis by NV, as listed in the table on
the front page of this Notice of Adjourned Meetings under the
heading Standalone Notes; and
"Trustee" means The Law Debenture Trust Corporation
p.l.c.
Voting and Quorum
Noteholders who have previously submitted and have not revoked (in
the limited circumstances in which revocation is permitted) a valid
Consent Instruction in respect of the relevant Extraordinary
Resolution by 9:30 a.m. (London time) on 20 July
2020 (the
"Expiration
Deadline"),
by which they will have given instructions for the appointment of
one or more representatives of the Tabulation Agent by the relevant
Paying Agent as their proxy to vote in favour of or against (as
specified in the relevant Consent Instruction) the relevant
Extraordinary Resolution at the relevant Adjourned Meeting, or
abstain from voting (as the case may be), need take no further
action to be represented at the relevant Adjourned
Meeting.
Noteholders who have not submitted or have submitted and
subsequently revoked (in the limited circumstances in which such
revocation is permitted) a Consent Instruction in respect of the
relevant Extraordinary Resolution should take note of the
provisions set out below detailing how such Noteholders can attend
(via videoconference) or take steps to be represented at the
relevant Adjourned Meeting.
1.
Subject as set out below, the provisions governing
the convening and holding of each Adjourned Meeting are set out, in
the case of the DIP Notes, in The Eighth Schedule to the Applicable
Trust Deed and, in the case of the Standalone Notes, in Schedule 3
to the Applicable Trust Deed, copies of which are available from
the date of this Notice of Adjourned Meetings to the conclusion of
the Adjourned Meetings as referred to above. For the purposes of
the Adjourned Meetings, a "Noteholder" means a Direct Participant (as defined
below).
2.
All of the Notes are represented by global Notes
held by a common safekeeper for Euroclear and/or Clearstream,
Luxembourg. For the purposes of this Notice of Adjourned Meetings,
a "Direct
Participant" means each person
who is for the time being shown in the records of Euroclear and/or
Clearstream, Luxembourg as the holder of a particular principal
amount of the Notes.
A
Direct Participant or beneficial owner of Notes wishing to attend
(via videoconference) the relevant Adjourned Meeting in person must
produce at the relevant Adjourned Meeting a valid voting
certificate or certificates issued by a Paying Agent relating to
the Notes in respect of which it wishes to vote. The Adjourned
Meetings will be held via videoconference. Noteholders wishing to
attend the videoconference in respect of the relevant Adjourned
Meeting may obtain dial-in details for the relevant Adjourned
Meeting from the Tabulation Agent using the notice details set out
below, upon the Tabulation Agent being satisfied that any
Noteholder requesting the same has provided evidence of their
holdings of the relevant Series of Notes.
A Direct Participant or beneficial owner of Notes
not wishing to attend and vote at the relevant Adjourned Meeting in
person may, to the extent that it has not already done so, either
deliver its valid voting certificate(s) to the person whom it
wishes to attend (via videoconference) on its behalf or the Direct
Participant may (or the beneficial owner of the Notes may arrange
for the relevant Direct Participant on its behalf to) give a voting
instruction (by giving voting and blocking instructions to
Euroclear or Clearstream, Luxembourg (a "Euroclear/Clearstream
Instruction") in accordance
with the procedures of Euroclear or Clearstream, Luxembourg)
requiring a Paying Agent to include the votes attributable to its
Notes in a block voting instruction issued by the Paying Agent for
the relevant Adjourned Meeting, in which case the Paying Agent
shall appoint a proxy to attend (via videoconference) and vote at
such Adjourned Meeting in accordance with such Direct Participant's
instructions.
A
Direct Participant must request the relevant clearing system to
block the relevant Notes in its account and to hold the same to the
order or under the control of the relevant Paying Agent not later
than 48 hours before the time appointed for holding the relevant
Adjourned Meeting in order to obtain voting certificates or give
voting instructions in respect of such Adjourned Meeting. In the
case of Euroclear/Clearstream Instructions, such blocking
instructions are part of the electronic instructions that must be
given. Notes so blocked will not be released until the earlier
of:
(i)
the
conclusion of the relevant Adjourned Meeting; and
(A)
in
respect of voting certificate(s), the surrender to the relevant
Paying Agent of such voting certificate(s) and notification by the
relevant Paying Agent to the relevant clearing system of such
surrender or the compliance in such any other manner with the rules
of the relevant clearing system relating to such surrender;
or
(B)
in
respect of voting instructions, not less than 48 hours before the
time for which the relevant Adjourned Meeting is
convened, the notification in writing of any revocation of a Direct
Participant's previous instructions to the relevant Paying Agent
and the same then being notified in writing by the relevant Paying
Agent to the Issuer at least 24 hours before the time appointed for
holding the relevant Adjourned Meeting and
such Notes ceasing in accordance with the procedures of the
relevant clearing system and with the agreement of the relevant
Paying Agent to be held to its order or under its
control.
Noteholders
should note that voting instructions (unless validly revoked) given
and voting certificates obtained prior to the date of this Notice
of Adjourned Meetings in respect of an Adjourned Meeting shall
remain valid for the relevant Adjourned Meeting.
3.
The quorum
required at the Adjourned Meetings is shown in the table
below.
|
DIP Notes
|
Two or
more persons present and holding or representing in
aggregate any principal amount of the relevant Series
of DIP Notes for the time being outstanding
|
|
Standalone Notes
|
Two or more
Noteholders or agents (each as defined in the Applicable Trust
Deed) present in person representing 33 per cent. in principal
amount of the relevant Series for the time being outstanding
|
4.
If
a quorum is not present (i) in respect of the DIP Notes, within 30
minutes and (ii) in respect of the Standalone Notes, within 15
minutes, after the time appointed for the relevant Adjourned
Meeting, such Adjourned Meeting shall be dissolved. Every question
submitted to an Adjourned Meeting shall be decided in the first
instance by a show of hands.
Unless
a poll is (before or at the time that the result on a show of hands
is declared) demanded by the Chairman, the Issuer, any Guarantor or
any Noteholder present or proxy or representative holding not less
than (i) in respect of the DIP Notes, one-fiftieth of the principal
amount of the Notes of the relevant Series for the time being
outstanding, and (ii) in respect of the Standalone Notes, two per
cent. of the relevant Series of Standalone Notes, a declaration by
the Chairman that a resolution has been carried or carried by a
particular majority or lost or not carried by a particular majority
shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against
the relevant Extraordinary Resolution.
At
each Adjourned Meeting (a) on a show of hands every person who is
present in person and produces a voting certificate or is a proxy
or representative shall have one vote and (b) on a poll every
person who is so present shall have (x) in the case of DIP Notes,
one vote in respect of each EUR/GBP 1 (as applicable) in principal
amount of the outstanding Notes of the relevant Series so
represented by the voting certificate or in respect of which that
person is a proxy or representative or (y) in the case of the
Standalone Notes, one vote in respect of each EUR 1,000 in
principal amount of the outstanding Notes of the relevant Series so
represented by the voting certificate or in respect of which that
person is a proxy or representative.
5.
To
be passed at the relevant Adjourned Meeting, an Extraordinary
Resolution requires a majority in favour consisting of not less
than three-fourths of the votes cast. If passed, an Extraordinary
Resolution will be binding on all Noteholders of the relevant
Series, whether or not present at the relevant Adjourned Meeting
and whether or not voting.
This Notice of Adjourned Meetings is given by Unilever
N.V..
Noteholders should contact the following for further
information:
The Solicitation Agents
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545
8011
Attention:
Liability Management Group
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 20 7992
6237
Attention:
Liability Management Group
email: LM_EMEA@hsbc.com
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +44 20
7158 1121
Attention:
Liability Management Group
email: ol-liabilitymanagement-eu@ubs.com
Tabulation Agent
Lucid Issuer Services Limited (Attention: Paul Kamminga, Telephone:
+44 20 7704 0880, Email: unilever@lucid-is.com)
Dated: 22 July 2020
DISCLAIMER This Notice of
Adjourned Meetings must be read in conjunction with the Consent
Solicitation Memorandum. This Notice of Adjourned Meetings 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
Adjourned 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 Issuer, 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
Issuer, 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 Notice of Adjourned Meetings 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 Notice of Adjourned Meetings. 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 Notice of Adjourned Meetings 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 Notice of Adjourned Meetings 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 Notice of
Adjourned Meetings in certain jurisdictions may be restricted by
law and therefore persons in such jurisdictions into which this
Notice of Adjourned Meetings 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 Notice of Adjourned Meetings 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.
[1]
Notes of any Series which are held by or on behalf of the 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.
[2]
The Applicable Time will be as set out in this column or as soon as
possible thereafter as the immediately preceding Adjourned Meeting
of Noteholders shall have been concluded.