TIDMULVR TIDM0NXN
RNS Number : 9716D
Unilever PLC
02 November 2020
Unification of Unilever's Corporate Structure - Court
Approval
London/Rotterdam, 2 November 2020
Unilever announces that the UK High Court has today approved the
Cross-Border Merger between Unilever PLC and Unilever NV, pursuant
to Regulation 16 of The Companies (Cross-Border Mergers)
Regulations 2007. Upon the Cross-Border Merger becoming effective,
Unilever's existing dual-parent holding company structure will be
unified and Unilever PLC will become the single parent company of
the Unilever Group ("Unification").
Subject to the terms of the order of the UK High Court, the
Cross-Border Merger and Unification are expected to become
effective on 29 November 2020, upon which NV Shareholders and NV
NYRS Holders (excluding Withdrawing Shareholders) will receive one
New PLC Share or New PLC ADS in exchange for each NV Share or NV
NYRS held. The expected timetable of principal events for the
implementation of Unification is as follows:
Principal events Expected time and/or date
Last day for dealings in, and for registration of, 27 November 2020
transfers of, the NV Shares and NV NYRSs
CBM Effective Date* 29 November 2020
Admission of the New PLC Shares 8.00 a.m. (London time) on
on the LSE's Main Market 30 November 2020
Listing of PLC Shares (including the New PLC Shares) 30 November 2020
and start of conditional dealings in the PLC Shares on
Euronext in Amsterdam
Commencement of dealings of the New PLC Shares 30 November 2020
on the LSE
Admission of New PLC ADSs to the NYSE and 8.30 a.m. (New York time) on
commencement of dealings in New PLC ADSs 30 November 2020
on the NYSE
Commencement of unconditional dealing in the PLC Shares 2 December 2020
on Euronext in Amsterdam and crediting of New PLC Shares
to the Euroclear Nederland accounts of NV Shareholders
Last day for despatch of share certificates in respect of 6 December 2020
New PLC Shares to NV Shareholders
holding shares in registered form
Last day for payment of Cash Compensation to 11 December 2020
Withdrawing Shareholders
*Pursuant to the order of the UK High Court, Unilever PLC and
Unilever NV have provided undertakings to the UK High Court that a
further announcement will be made should the Boards under the terms
of such order determine, prior to 29 November 2020, not to proceed
with Unification on the basis that it would no longer be in the
best interests of Unilever PLC, Unilever NV and their shareholders
and other stakeholders as a whole due to actual or potential
changes in tax legislation in the Netherlands.
Full details of the terms of Unification are set out in the
Circular published on 10 August 2020. Capitalised terms used but
not defined in this announcement have the meanings set out in the
Circular.
For further information, please contact:
Enquiries
Unilever PLC Unilever NV
Unilever House Weena 455
100 Victoria Embankment 3013 AL Rotterdam
London EC4Y 0DY The Netherlands
United Kingdom
Media: Media Relations team Investors: Investor Relations
team
UK +44 78 2527 3767 lucila.zambrano@unilever.com +44 20 7822
6830 investor.relations@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.bieman@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 Unilever PLC should only be made on the basis of
information that is contained in the prospectus published by
Unilever PLC on 10 August 2020 (the "Prospectus"). The Prospectus
contains detailed information about Unilever PLC and its
management, as well as financial statements and other financial
data. A copy of the Prospectus is available on the website of the
Unilever Group 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.
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END
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