TIDMULVR TIDM0NXM
RNS Number : 6794U
Unilever PLC
26 October 2017
UNILEVER PLC DECLARES OFFER FOR ALL PREFERENCE SHARES
IN UNILEVER N.V. UNCONDITIONAL
-- OFFER IS DECLARED UNCONDITIONAL
-- 99% OF THE Issued and outstanding 6% and 7% Preference shares
have been TERED FOR ACCEPTANCE
-- SETTLEMENT WILL TAKE PLACE ON 2 NOVEMBER 2017
-- POST-ACCEPTANCE PERIOD COMMENCES ON 27 OCTOBER 2017 ANDS ON 2 NOVEMBER 2017
-- STATUTORY BUY-OUT PROCEEDINGS WILL BE INITIATED FOLLOWING
SETTLEMENT OF THE POST-acceptance period
London/Rotterdam, 26 October 2017 - Unilever Corporate Holdings
Nederland B.V. (the "Offeror"), a wholly-owned subsidiary of
Unilever PLC, Unilever PLC and Unilever N.V. are pleased to
announce that the Offeror declares its recommended, partial, cash
offer for (depositary receipts of) all 6% and 7% cumulative
preference (sub)shares (together the "Preference Shares") in the
capital of Unilever N.V. (the "Offer") unconditional (gestand
doen). Remaining Preference Shares can be tendered in the
post-acceptance period that commences on 27 October 2017 at 09:00
hours CET and ends on 2 November 2017 at 17:40 hours CET (the
"Post-Acceptance Period"). Upon completion of the Offer, the
Offeror will initiate statutory buy-out proceedings to acquire the
remaining Preference Shares.
Acceptance
At 17:40 hours CET on 25 October 2017, approximately 76% of the
issued 6% cumulative preference shares and approximately 73% of the
issued 7% cumulative preference shares have been tendered for
acceptance pursuant to the Offer. Taking into consideration the
Preference Shares held in treasury by Unilever N.V., this means
that approximately 99% of the issued and outstanding 6% cumulative
preference shares and approximately 99% of the issued and
outstanding 7% cumulative preference shares have been tendered.
The table below shows the numbers tendered per type of
Preference Share during the acceptance period at the relevant offer
price (the "Offer Price"), amounting to an aggregate value of
approximately EUR 446 million.
Type of Preference Share Offer Price Tendered Preference
(cum dividend) Shares
(EUR) (total number)
----------------------------------------------- --------------- -------------------
6% Preference Subshares 307.80 1,224,227
----------------------------------------------- --------------- -------------------
7% Preference 7% Preference (whole)
Shares Shares 3,262 33
-------------- ------------------------------- --------------- -------------------
7% Preference Depositary
Subshares Receipts 326.20 22,547
-------------- ------------------------------ --------------- -------------------
7% preference
subshares
for which
no depositary
receipts
are issued 188,780
--------------------------------------------- --------------- -------------------
Settlement
With reference to the offer memorandum published by the Offeror
and Unilever PLC on 11 October 2017 (the "Offer Memorandum"),
shareholders who have accepted the Offer shall receive the relevant
Offer Price for each Preference Share validly tendered and
transferred (geleverd), under the terms and subject to the
conditions set out in the Offer Memorandum. Settlement of the Offer
will take place on 2 November 2017. The Offeror cannot guarantee
that the shareholders will receive the payment on the same
date.
Post-Acceptance Period
With a view to obtaining 100% of the Preference Shares, the
Offeror grants those shareholders who have not yet tendered their
Preference Shares, the opportunity to tender their Preference
Shares in the Post-Acceptance Period (na-aanmeldingstermijn). Such
shareholders may tender their Preference Shares in the same manner
and subject to the same terms, conditions and restrictions as
described in the Offer Memorandum.
Shareholders who tender their Preference Shares during the
Post-Acceptance Period will not have the right to withdraw such
shares.
Preference Shares validly tendered during the Post-Acceptance
Period will be accepted immediately. The Offeror shall pay for the
Preference Shares that are validly tendered and transferred
(geleverd) within five (5) business days of the last day of the
Post-Acceptance Period. The Offeror cannot guarantee that
shareholders will receive the payment within such period.
Statutory buy-out proceedings
In order to acquire any Preference Share not owned by the
Offeror, the Offeror will commence statutory buy-out proceedings
(uitkoopprocedure) following settlement of the Post-Acceptance
Period. The Offeror will request the Enterprise Chamber of the
Amsterdam Court of Appeal to set the buy-out price at the Offer
Price.
Further information
This announcement contains selected, condensed information
regarding the Offer and does not replace the Offer Memorandum
and/or the position statement of Unilever N.V. dated 11 October
2017 (the "Position Statement"). Shareholders are advised to review
the Offer Memorandum and Position Statement in detail and to seek
independent advice where appropriate to reach a balanced judgment
in respect of the Offer.
The Offer Memorandum and Position Statement are available for
downloading on the website of Unilever
(www.unilever.com/investor-relations/unilever-shares/about-shares/).
Copies thereof are also available free of charge via Unilever N.V.,
the Exchange Agent and the Administrative Tender Agent:
Exchange Agent Administrative Tender Agent Unilever N.V.
ABN AMRO Bank N.V. SGG Financial Services B.V. Weena 455
Corporate Broking (HQ7050) Hoogoorddreef 15 3013 AL Rotterdam
Gustav Mahlerlaan 10 1101 BA Amsterdam The Netherlands
1082 PP Amsterdam The Netherlands
The Netherlands
corporate.broking@nl.abnamro.com registerunilever@sgggroup.com shareholder.services@unilever.com
+31 (0)20 344 2000 +31 (0)20 5222 555 +44 (0)20 7822 5500
---------------------------------- ------------------------------- -----------------------------------
Notice to U.S. holders of Preference Shares
The Offer is being made in reliance on the exemption from
certain requirements of Rule 13e-4 under the U.S. Securities
Exchange Act of 1934 provided by Rule 13e-4(h)(8) thereunder, and
otherwise in accordance with the requirements of U.S. and Dutch
law. Accordingly, the Offer is subject to Dutch disclosure and
other procedural requirements, including, with respect to the offer
timetable, extensions of the acceptance period and timing of
payments that are different from those applicable under U.S. tender
offer procedures and laws. U.S. investors are therefore advised to
review the Offer Memorandum and the Position Statement in detail
and to seek independent advice where appropriate. The Offer
Memorandum and the Position Statement were furnished to the U.S.
Securities and Exchange Commission on Form CB on 11 October
2017.
Unilever contacts
For more information, please contact:
Louise Phillips Fleur van Bruggen
Senior Global Media Relations Communications Director
Manager Unilever Benelux
+44 7825 049 151 +31 (0)6 1500 8293
Louise.Phillips@unilever.com Fleur-van.Bruggen@unilever.com
****
This is a joint press release by Unilever Corporate Holdings
Nederland B.V., Unilever PLC and Unilever N.V. pursuant to the
provisions of Section 16 Paragraph 1 and Section 17 Paragraph 1 of
the Decree in connection with the recommended public offer by
Unilever Corporate Holdings Nederland B.V. for all Preference
Shares in the capital of Unilever N.V. This announcement does not
constitute an offer, or any solicitation of any offer, to buy or
subscribe for any securities in Unilever N.V. Any offer will be
made only by means of an offer memorandum specifically published
for this purpose on the terms and conditions set forth therein, and
subject to the applicable rules and regulations in the Netherlands.
This announcement is not for release, publication or distribution,
in whole or in part, in or into, directly or indirectly, any
jurisdiction in which such release, publication or distribution
would be unlawful.
The distribution of this press release may in some countries be
restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe
these restrictions. To the fullest extent permitted by applicable
law, Unilever disclaims any responsibility or liability for the
violation of any such restrictions by any person. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of that jurisdiction. Neither Unilever, nor any of
their advisors assumes any responsibility for any violation by any
person of any of these restrictions. Any holder of Preference
Shares in Unilever N.V. who is in any doubt as to his position
should consult an appropriate professional advisor without
delay.
Cautionary Statement regarding Forward-Looking Statements
This announcement may contain forward-looking statements. Words
such as 'will', 'intends', or the negative of these terms and other
similar expressions and their negatives, are intended to identify
such forward-looking statements. These forward-looking statements
are based upon current expectations and assumptions. They are not
historical facts, nor are they guarantees of future
performance.
These forward-looking statements speak only as of the date of
this announcement. Except as required by any applicable law or
regulation, the Unilever 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 Unilever 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 Unilever Group are described in
Unilever the Group's filings with the London Stock Exchange,
Euronext Amsterdam and the US Securities and Exchange Commission,
including in the Annual Report on Form 20-F 2016 and the Unilever
Annual Report and Accounts 2016.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFEASEKALFXFEF
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October 26, 2017 02:15 ET (06:15 GMT)
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