TIDMULVR
RNS Number : 8358G
Unilever PLC
30 November 2020
Completion of Unilever's Unification
30 November 2020
Unilever is pleased to announce the completion of the
unification of its Group legal structure under a single parent
company, Unilever PLC.
From today, and for the first time in its history, Unilever now
trades with one market capitalisation, one class of shares and one
global pool of liquidity, whilst also maintaining the Group's
listings on the Amsterdam, London and New York stock exchanges.
Nils Andersen, Chairman of Unilever, said: "This is an important
day for Unilever and we would like to thank our shareholders for
their strong support of our Unification proposals, which give us
greater flexibility for strategic portfolio change, remove
complexity and further improve governance."
There will be no change to the operations, locations, activities
or staffing levels in either The Netherlands or the United Kingdom
as a result of Unification. The headquarters of Unilever's Foods
& Refreshment Division will continue to be based in Rotterdam
and the Home Care and Beauty & Personal Care Divisions will
continue to be headquartered in the United Kingdom.
Further information for shareholders
Dealings in new Unilever PLC shares commence today on the London
Stock Exchange, Euronext Amsterdam and the New York Stock
Exchange.
New Unilever PLC shares will be admitted to the Premium Listing
segment of the Official List of the UK Financial Conduct Authority
("FCA") and to trading on the London Stock Exchange's Main Market
for listed securities with the ticker "ULVR" this morning. Unilever
PLC shares will also be admitted to listing and to trading on
Euronext in Amsterdam, a regulated market of Euronext Amsterdam
N.V., under the ticker "UNA" this morning. It is expected that
Unilever PLC ADSs will be admitted to trading on the New York Stock
Exchange this afternoon.
Following the issue and allotment of 1,460,713,122 new Unilever
PLC shares pursuant to Unification, which represent 55.56% of the
total number of PLC shares, Unilever PLC's total issued ordinary
share capital consists today of 2,629,243,772 ordinary shares of 3
1/9 pence each.
As part of Unification, Unilever NV ceased to exist yesterday,
29 November 2020, as a result of which there have been no dealings,
and will be no further dealings, in any Unilever NV securities
(including in Unilever NV shares on Euronext in Amsterdam) since
that date.
Unilever PLC holds no ordinary shares in treasury. As at today's
date, 1,383,237 Unilever PLC shares (including Unilever PLC shares
represented by Unilever PLC ADSs) are held by companies in the
Unilever Group. The voting rights attaching to those shares are not
exercisable. Therefore, the total number of shares with exercisable
voting rights in Unilever PLC is 2,627,860,535. This figure may be
used by shareholders as the denominator for the calculations by
which they will determine whether they are required to notify their
interest, or a change to their interest, in Unilever PLC under the
FCA's Disclosure Guidance and Transparency Rules. As at today's
date, shareholders of Unilever PLC do not have similar notification
obligations under applicable Dutch law.
Enquiries
Unilever PLC
Unilever House
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
Media: Media Relations team Investors: Investor Relations
UK team
+44 78 2527 3767 +44 20 7822 6830
lucila.zambrano@unilever.com 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 has issued
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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