Unilever PLC Unification of Corporate Structure -- Update (3804D)
October 27 2020 - 11:15AM
UK Regulatory
TIDMULVR TIDM0NXN
RNS Number : 3804D
Unilever PLC
27 October 2020
Unification of Unilever's Corporate Structure - Update
London/Rotterdam, 27 October 2020
Unilever announces that, following Board meetings held earlier
today, the Boards intend to proceed with their Unification
proposals and to request that the UK High Court approves the
Cross-Border Merger at the hearing scheduled to take place on 2
November 2020, with a view to completion of Unification on 29
November 2020.
The Boards consider that Unification is in the best interests of
Unilever, its shareholders and other stakeholders taken as a whole
and will bring significant benefits by:
-- increasing Unilever's strategic flexibility for portfolio evolution; and
-- removing complexity and further strengthening Unilever's corporate governance.
The Boards are of the view that unification under Unilever PLC
is the best practical option to achieve these objectives and will
better position Unilever for future success.
In deciding whether to proceed, the Boards have considered many
factors, including the GroenLinks initiative bill, tabled on 9
October 2020, and the related legal advice. It is unclear when, or
indeed if at all, the bill will be enacted, or in what form. The
Boards have received legal advice that an exit tax assessment
issued to either Unilever NV or Unilever PLC based on the current
bill should be annulled on the grounds that it infringes the Dutch
UK Tax Treaty, other Dutch tax treaties with states in which
shareholders reside, primary and secondary EU law and the First
Protocol to the European Convention on Human Rights.
The Court hearing to approve the Cross-Border Merger is
scheduled to take place on 2 November 2020, and the time of the
hearing will be announced by the Court the business day before the
hearing. The Directors intend to request the Court to order that
the Cross-Border Merger becomes effective on 29 November 2020, with
any such condition as the Court may permit to protect the interests
of the company, its shareholders and other stakeholders as a whole
prior to such date. Shareholders of both PLC and NV have the
opportunity to attend and to be heard at this hearing, which is
expected to be held by electronic means. If a shareholder wishes to
attend or make representations at the Court hearing they can
register their interest in advance via
shareholder.services@unilever.com, and Unilever will provide
further details once this information is made available by the
Court. Alternatively, shareholders can contact the Court's listing
office via chanceryjudgeslisting@justice.gov.uk.
Media: Media Relations team Investors: Investor Relations
team
UK +44 78 2527 3767 +44 20 7822 6830
lucila.zambrano@unilever.com investor.relations@unilever.com
NL +44 77 7999 JSibun@tulchangroup.com
9683 els-de.bruin@unilever.com
+31 10 217 marlous-den.bieman@unilever.com
4844
+31 62 375
8385
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',
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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 contains inside information. This is a public
announcement pursuant to Article 17 paragraph 1 of the European
Market Abuse Regulation (596/2014).
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.
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Unilever PLC on 10 August 2020 (the " Prospectus "). The Prospectus
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