TIDMULVR TIDM0NXN
RNS Number : 5713V
Unilever PLC
10 August 2020
Unification of Unilever's Corporate Structure - Publication of
Shareholder Documentation and Change of Dividend Date
London/Rotterdam, 10 August 2020
On 11 June 2020, Unilever announced plans to unify its Group
legal structure under a single parent company, Unilever PLC
("Unification"). Unilever has today published a circular to
shareholders of Unilever NV and Unilever PLC (the "Circular") and
expects to publish a prospectus for Unilever PLC (the "Prospectus")
during the course of today.
The Circular contains further information on Unification, the
common draft terms of merger and, among other things, the notices
of meeting for an extraordinary general meeting of Unilever NV and
shareholder meetings of Unilever PLC.
The Prospectus will be published upon receipt of approval from
the UK Financial Conduct Authority ("FCA") and will relate to the
proposed listing of new Unilever PLC Shares on the premium listing
segment of the Official List and to trading on the main market of
the London Stock Exchange and the admission of the Unilever PLC
shares to listing and trading on Euronext in Amsterdam.
Shareholders of Unilever NV and Unilever PLC are encouraged to
read the Circular and Prospectus in full.
Proposed timetable
The Unilever NV extraordinary general meeting will take place in
Rotterdam on 21 September 2020. The Unilever PLC shareholder
meetings will take place in London on 12 October 2020. Further
information on these meetings is set out in the Circular.
Unification is expected to complete over the weekend of 21 and
22 November 2020, meaning that the expected last day of trading in
Unilever NV shares (including Unilever NV shares in New York
registry form) would be 20 November 2020.
In a change to the previously-published dates for the
announcement and payment of dividends in 2020, Unilever PLC and
Unilever NV now plan to announce the dividend on ordinary shares
for Unilever N.V., Unilever PLC, NV New York Registry Shares and
PLC ADRs in respect of Q3 2020 on 22 October 2020 and pay this
dividend on 20 November 2020. The record date will be brought
forward from 6 November 2020 to 30 October 2020, and hence the
ex-dividend date will be brought forward from 5 November to 29
October 2020.
Availability of documentation
The Circular is available and on publication the Prospectus will
be available, subject to applicable securities laws, on the
Unilever website (www.unilever.com/unification/documents). A copy
of the relevant documents will also be submitted to the National
Storage Mechanism and will be available in due course at
www.morningstar.co.uk/uk/NSM. A request will be made for the FCA to
notify its approval of the Prospectus to the competent authority in
the Netherlands, the Dutch Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten, the AFM) in order for the
Prospectus to be passported to the Netherlands.
Enquiries Unilever NV
Unilever PLC Weena 455
Unilever House 3013 AL Rotterdam
100 Victoria Embankment The Netherlands
London EC4Y 0DY
United Kingdom
Media: Media Relations team
UK +44 78 2527 3767 lucila.zambrano@unilever.com
+44 77 7999 9683 JSibun@tulchangroup.com
NL +31 10 217 4844 els-de.bruin@unilever.com
+31 62 375 8385 marlous-den.brieman@unilever.com
Investors: Investor Relations team
+44 20 7822 6830 investor.relations@unilever.com
SAFE HARBOUR
This announcement may contain forward-looking statements,
including 'forward-looking statements' within the meaning of the
United States Private Securities Litigation Reform Act of 1995.
Words such as 'will', 'aim', 'expects', 'anticipates', 'intends',
'looks', 'believes', 'vision', or the negative of these terms and
other similar expressions of future performance or results, and
their negatives, are intended to identify such forward-looking
statements. These forward-looking statements are based upon current
expectations and assumptions regarding anticipated developments and
other factors affecting the Unilever Group (the "Group" or
"Unilever"). They are not historical facts, nor are they guarantees
of future performance. Because these forward-looking statements
involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those
expressed or implied by these forward-looking statements. Among
other risks and uncertainties, the material or principal factors
which could cause actual results to differ materially are:
Unilever's global brands not meeting consumer preferences;
Unilever's ability to innovate and remain competitive; Unilever's
investment choices in its portfolio management; the effect of
climate change on Unilever's business; Unilever's ability to find
sustainable solutions to its plastic packaging; significant changes
or deterioration in customer relationships; the recruitment and
retention of talented employees; disruptions in our supply chain
and distribution; increases or volatility in the cost of raw
materials and commodities; the production of safe and high quality
products; secure and reliable IT infrastructure; execution of
acquisitions, divestitures and business transformation projects;
economic, social and political risks and natural disasters;
financial risks; failure to meet high and ethical standards; and
managing regulatory, tax and legal matters. A number of these risks
have increased as a result of the current COVID-19 pandemic. These
forward-looking statements speak only as of the date of this
document. Except as required by any applicable law or regulation,
the Group expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Group's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the
Group are described in the Group's filings with the London Stock
Exchange, Euronext Amsterdam and the US Securities and Exchange
Commission (the "SEC"), including in the Annual Report on Form 20-F
2019 and the Unilever Annual Report and Accounts 2019.
IMPORTANT INFORMATION
This communication is for informational purposes only and does
not constitute or form part of an offer to sell or the solicitation
of an offer to buy or subscribe to any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This communication is not an offer of securities for sale into the
United States. No offering of securities shall be made in the
United States except pursuant to registration under the US
Securities Act of 1933 (the "Securities Act"), or an exemption
therefrom. In connection with Unification, Unilever PLC expects to
issue ordinary shares (including ordinary shares represented by
American Depositary Shares) to security holders of Unilever N.V. in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 3(a)(10) thereof.
Unification has not been and will not be approved or disapproved by
the SEC, nor has the SEC or any US state securities commission
passed upon the merits or fairness of Unification. Any
representation to the contrary is a criminal offence in the United
States.
The release, publication or distribution of this communication
in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this communication is
released, published or distributed should inform themselves about
and observe such restrictions.
This communication does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to
purchase. It is not an advertisement and not a prospectus for the
purposes of Regulation (EU) No. 2017/1129, as amended. Any purchase
of securities of PLC should only be made on the basis of
information that will be contained in the Prospectus. The
Prospectus will contain detailed information about the Company and
its management, as well as financial statements and other financial
data. Once published, a copy of the Prospectus will be available on
the website of the Company at www.unilever.com/unification
/documents . It may be unlawful to distribute these materials in
certain jurisdictions. References to information and/or documents
that are available on the Unilever Group's website are included in
this announcement as an aid to their location. Such information or
the contents of any such documents are not incorporated by
reference in, and do not form part of, this announcement.
Citigroup Global Markets Limited ("Citi") is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom. Deutsche Bank AG ("Deutsche Bank") is authorised
under German Banking Law (competent authority: European Central
Bank) and, in the United Kingdom, by the Prudential Regulation
Authority. It is subject to supervision by the European Central
Bank and by BaFin, Germany's Federal Financial Supervisory
Authority, and is subject to limited regulation in the United
Kingdom by the Prudential Regulation Authority and Financial
Conduct Authority. Details about the extent of its authorisation
and regulation by the Prudential Regulation Authority, and
regulation by the Financial Conduct Authority are available on
request or from www.db.com/en/content/eu_disclosures.html. UBS AG
London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by
the Prudential Regulation Authority and subject to regulation by
the Financial Conduct Authority and
limited regulation by the Prudential Regulation Authority in the
United Kingdom.
UBS, Deutsche Bank and Citi are acting exclusively for Unilever
and no one else in connection with the matters referred to in this
announcement. In connection with such matters, UBS, Deutsche Bank,
Citi, each of their affiliates, subsidiaries or branches and each
of them or their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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