TIDMULVR TIDM0NXN
RNS Number : 7960T
Unilever PLC
22 July 2020
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT
FINANCIAL, TAX OR LEGAL ADVISER.
UNILEVER N.V.
(incorporated with limited liability in The Netherlands and
having its corporate seat in Rotterdam, The Netherlands)
(the " Issuer " )
NOTICE OF SEPARATE ADJOURNED MEETINGS
of the holders of the following Notes:
Principal Applicable Applicable
Issuer Guarantor ISIN Description amount outstanding[1] Trust Deed Time[2]
------- ---------- ------------- -------------------- ----------------------- ------------ -----------
DIP Notes
------------------------------------------------------------------------------------------------------------
NV PLC, UNUS XS1566100977 EUR600,000,000 EUR600,000,000 2016 Trust 9:30 a.m.
0.375 per cent. Deed
Notes due February
2023
------- ---------- ------------- -------------------- ----------------------- ------------ -----------
NV PLC, UNUS XS1769090728 EUR500,000,000 EUR500,000,000 2016 Trust 9:35 a.m.
0.500 per cent. Deed
Notes due August
2023
------- ---------- ------------- -------------------- ----------------------- ------------ -----------
NV PLC, UNUS XS1403014936 EUR500,000,000 EUR500,000,000 2016 Trust 9:40 a.m.
0.500 per cent. Deed
Notes due April
2024
------- ---------- ------------- -------------------- ----------------------- ------------ -----------
NV PLC, UNUS XS1654192191 EUR650,000,000 EUR650,000,000 2016 Trust 9:45 a.m.
0.875 per cent. Deed
Notes due July
2025
------- ---------- ------------- -------------------- ----------------------- ------------ -----------
NV PLC, UNUS XS1769090991 EUR700,000,000 EUR700,000,000 2016 Trust 9:50 a.m.
1.125 per cent. Deed
Notes due February
2027
------- ---------- ------------- -------------------- ----------------------- ------------ -----------
Standalone Notes
------------------------------------------------------------------------------------------------------------
NV PLC, UNUS XS1873208950 EUR650,000,000 EUR650,000,000 2025 Bonds 9:55 a.m.
0.500 per cent. Trust Deed
Bonds due January
2025
------- ---------- ------------- -------------------- ----------------------- ------------ -----------
(each a "Series" and together the "Notes").
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of, in
the case of the DIP Notes, The Eighth Schedule or, in the case of
the Standalone Notes, Schedule 3, in each case of the Applicable
Trust Deed in respect of each Series (as set out in the table
above), separate adjourned meetings (each an "Adjourned Meeting"
and together the "Adjourned Meetings") of the holders of each
Series (the "Noteholders") convened by Unilever N.V. ("NV") as
Issuer will be held via videoconference on 11 August 2020 at the
Applicable Time in respect of each Series (as set out in the table
above) for the purpose of considering and, if thought fit, passing
the applicable resolution set out below, which will be proposed as
an Extraordinary Resolution at the relevant Adjourned Meeting in
accordance with the provisions for the meetings of Noteholders set
out, in the case of the DIP Notes, in The Eighth Schedule or, in
the case of the Standalone Notes, in Schedule 3, in each case of
the Applicable Trust Deed. The original Meetings in respect of each
Series of Notes listed in the table above convened by NV were
adjourned for want of quorum and NV has convened the Adjourned
Meetings for the purpose of considering and, if thought fit,
passing the applicable resolution set out below.
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice of Adjourned Meetings shall have the
meaning given in the Applicable Trust Deed, the terms and
conditions of the Notes of the relevant Series (the "Conditions"),
the notice dated 26 June 2020 convening the meetings of Noteholders
held on 22 July 2020 (the "Notice of Original Meetings") or the
relevant Extraordinary Resolution, as applicable.
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR600,000,000 0.375 PER CENT. NOTES DUE
FEBRUARY 2023
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR600,000,000 0.375 per cent. Notes
due February 2023 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 10 February 2017 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Original
Meetings and (iii) the waiver of any Default that has arisen or
would otherwise arise in respect of the Notes as a result of or in
connection with any or all of the NV Demerger, the Unification, the
Issuer Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Original Meetings;
and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Adjourned Meetings" means the notice dated 22 July
2020 convening this meeting of the Noteholders;
"Notice of Original Meetings" means the notice dated 26 June
2020 convening the meeting of the Noteholders held on 22 July
2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR500,000,000 0.500 PER CENT. NOTES DUE
AUGUST 2023
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR500,000,000 0.500 per cent. Notes
due August 2023 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 8 February 2018 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Original
Meetings and (iii) the waiver of any Default that has arisen or
would otherwise arise in respect of the Notes as a result of or in
connection with any or all of the NV Demerger, the Unification, the
Issuer Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Original Meetings;
and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Adjourned Meetings" means the notice dated 22 July
2020 convening this meeting of the Noteholders;
"Notice of Original Meetings" means the notice dated 26 June
2020 convening the meeting of the Noteholders held on 22 July
2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR500,000,000 0.500 PER CENT. NOTES DUE APRIL
2024
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR500,000,000 0.500 per cent. Notes
due April 2024 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 April 2016 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Original
Meetings and (iii) the waiver of any Default that has arisen or
would otherwise arise in respect of the Notes as a result of or in
connection with any or all of the NV Demerger, the Unification, the
Issuer Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Original Meetings;
and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Adjourned Meetings" means the notice dated 22 July
2020 convening this meeting of the Noteholders;
"Notice of Original Meetings" means the notice dated 26 June
2020 convening the meeting of the Noteholders held on 22 July
2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR650,000,000 0.875 PER CENT. NOTES DUE JULY
2025
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR650,000,000 0.875 per cent. Notes
due July 2025 (the "Notes") of Unilever N.V. (the "Issuer", which
expression includes any successor thereto) guaranteed by Unilever
PLC and Unilever United States, Inc. (together, the "Guarantors"),
issued with the benefit of a trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 (the "Trust Deed") and made between the Issuer, the
Guarantors and The Law Debenture Trust Corporation p.l.c. as
trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 27 July 2017 (the "Conditions") and (b) the Trust Deed,
to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Original
Meetings and (iii) the waiver of any Default that has arisen or
would otherwise arise in respect of the Notes as a result of or in
connection with any or all of the NV Demerger, the Unification, the
Issuer Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Original Meetings;
and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Adjourned Meetings" means the notice dated 22 July
2020 convening this meeting of the Noteholders;
"Notice of Original Meetings" means the notice dated 26 June
2020 convening the meeting of the Noteholders held on 22 July
2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR700,000,000 1.125 PER CENT. NOTES DUE
FEBRUARY 2027
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR700,000,000 1.125 per cent. Notes
due February 2027 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 22
July 1994 as supplemented by the Twenty First Supplemental Trust
Deed dated 22 April 2016 (the "Trust Deed") and made between the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in The Fourth Schedule to the
Trust Deed and as completed by the Final Terms applicable to the
Notes dated 8 February 2018 (the "Conditions") and (b) the Trust
Deed, to include certain amendments in relation to the Issuer
Substitution and Unification as described in the form of
supplemental trust deed in Schedule I of the Notice of Original
Meetings and (iii) the waiver of any Default that has arisen or
would otherwise arise in respect of the Notes as a result of or in
connection with any or all of the NV Demerger, the Unification, the
Issuer Substitution or the Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule I of the Notice of Original Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Original Meetings;
and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Adjourned Meetings" means the notice dated 22 July
2020 convening this meeting of the Noteholders;
"Notice of Original Meetings" means the notice dated 26 June
2020 convening the meeting of the Noteholders held on 22 July
2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE EUR650,000,000 0.500 PER CENT. BONDS DUE
JANUARY 2025
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding EUR650,000,000 0.500 per cent. Bonds
due January 2025 (the "Notes") of Unilever N.V. (the "Issuer",
which expression includes any successor thereto) guaranteed by
Unilever PLC and Unilever United States, Inc. (together, the
"Guarantors"), issued with the benefit of a trust deed dated 4
September 2018 (the "Trust Deed") and made between, inter alia, the
Issuer, the Guarantors and The Law Debenture Trust Corporation
p.l.c. as trustee (the "Trustee"):
1. (subject to paragraph 4 of this Extraordinary Resolution)
assents to (i) the substitution of New Bond Sub as "issuer" of the
Notes and the release of the Issuer from its obligations under the
Notes and the Trust Deed, such substitution to be effected pursuant
to the NV Demerger and, to the extent not effected pursuant to the
NV Demerger, pursuant to a supplemental trust deed executed as
referred to in paragraph 2 of this Extraordinary Resolution (the
"Issuer Substitution"), (ii) the modification of (a) the terms and
conditions of the Notes, as set out in Schedule 1 to the Trust Deed
(the "Conditions") and (b) the Trust Deed, to include certain
amendments in relation to the Issuer Substitution and Unification
as described in the form of supplemental trust deed in Schedule III
of the Notice of Original Meetings and (iii) the waiver of any
Default that has arisen or would otherwise arise in respect of the
Notes as a result of or in connection with any or all of the NV
Demerger, the Unification, the Issuer Substitution or the
Cross-Border Merger;
2. (subject to paragraph 4 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute a supplemental trust deed to effect the substitution and
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form set out in
Schedule III of the Notice of Original Meetings;
(b) the Issuer, the Guarantors and the Trustee to execute a
waiver letter to effect the waivers referred to in paragraph 1 of
this Extraordinary Resolution, in the form or substantially in the
form set out in Schedule IV of the Notice of Original Meetings;
and
(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to
execute and to do all such other deeds, instruments, acts and
things as may be necessary, desirable or expedient in their sole
opinion to carry out and to give effect to this Extraordinary
Resolution and the implementation of the substitution,
modifications and waivers referred to in this Extraordinary
Resolution including, without limitation, the execution of any
supplemental agency agreement in respect of the Notes, in the form
or substantially in the form made available to Noteholders for
inspection;
3. (subject to paragraph 4 of this Extraordinary Resolution)
sanctions every abrogation, substitution, modification, waiver,
compromise or arrangement in respect of the rights of the
Noteholders appertaining to the Notes against the Issuer and the
Guarantors whether or not such rights arise under the Conditions,
the Trust Deed or otherwise, involved in, resulting from or to be
effected by the substitution, amendments or waivers referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
4. discharges, holds harmless, indemnifies and exonerates the
Trustee from all liability for which it may have become or may
become liable under the Trust Deed in respect of any act or
omission including, without limitation, in connection with this
Extraordinary Resolution or its implementation, the substitution,
modifications and waivers referred to in this Extraordinary
Resolution and any act or omission taken in connection with this
Extraordinary Resolution or the implementation of the substitution,
modifications and waivers referred to herein;
5. waives any claim Noteholders may have against the Trustee as
a result of any liability they may suffer or incur as a result of
acting upon this Extraordinary Resolution (including but not
limited to circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding);
6. approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to
enquire into the power and the capacity of any person to enter into
the supplemental trust deed or any other amendments to the Trust
Deed or the Conditions, of the due execution and delivery thereof
by any party thereto or the validity and enforceability
thereof;
7. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the Consent Solicitation not having been terminated;
(b) the passing of this Extraordinary Resolution;
(c) the passing of the relevant Shareholder Resolutions; and
(d) the occurrence of the NV Demerger Effective Date,
provided that the implementation of the waivers referred to in
paragraph 1 of this Extraordinary Resolution shall be conditional
only on the passing of this Extraordinary Resolution; and
8. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Common Draft Terms of Merger" means the common draft terms of
merger made by the boards of the Issuer and PLC;
"Consent Solicitation" means the invitation by the Issuer to all
Noteholders to consent to the modification of the Conditions
relating to the Notes as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 26 June 2020 prepared by the Issuer in relation to
the Consent Solicitation;
"Cross-Border Merger" means the cross-border merger between PLC
and the Issuer carried out as a "merger by absorption" for the
purposes of the Companies (Cross-Border Mergers) Regulations 2007
(for English law purposes) and the Dutch Civil Code (Burgerlijk
Wetboek) (for Dutch law purposes) pursuant to the Common Draft
Terms of Merger;
"Default" has the meaning given to such term in the
Conditions;
"New Bond Sub" means a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be
incorporated under the laws of The Netherlands and to have its
corporate seat in The Netherlands and to be registered with the
Dutch Trade Register of the Chamber of Commerce;
"Notice of Adjourned Meetings" means the notice dated 22 July
2020 convening this meeting of the Noteholders;
"Notice of Original Meetings" means the notice dated 26 June
2020 convening the meeting of the Noteholders held on 22 July
2020;
"NV Demerger" means the Dutch legal demerger pursuant to which
New Bond Sub will be incorporated and the Notes will become
obligations of New Bond Sub;
"NV Demerger Effective Date" means the date (and, where
relevant, time) on which the NV Demerger becomes effective in
accordance with Dutch law, being the day after the execution of the
demerger deed in respect of the NV Demerger by a Dutch civil law
notary;
"PLC" means Unilever PLC;
"Shareholder Resolutions" means the resolutions of the Issuer's
shareholders and PLC shareholders to approve the Cross-Border
Merger, the NV Demerger and certain other steps relating to
Unification;
"Unification" means the Cross-Border Merger and the other
implementation steps related thereto pursuant to which PLC will
become the sole parent company of the Unilever Group; and
"Unilever Group" means (i) prior to the implementation of
Unification, the Issuer, PLC and their respective group companies
(being those companies required to be consolidated in accordance
with Netherlands and United Kingdom legislative requirements
relating to consolidated accounts) and (ii) on and following the
implementation of Unification, PLC and its group companies (being
those companies required to be consolidated in accordance with
United Kingdom legislative requirements relating to consolidated
accounts)."
Background
The Issuer has convened the Adjourned Meetings for the purpose
of enabling the holders of Notes of each Series to consider and
resolve, if they think fit, to pass the Extraordinary Resolution
proposed in relation to the Notes of the relevant Series.
On 11 June 2020, Unilever announced plans to unify its Group
legal structure under a single parent company, PLC, creating a
simpler company, with greater strategic flexibility, that is better
positioned for future success.
It is proposed that Unification will be implemented through the
Cross-Border Merger, as a result of which PLC will become the
single parent company of the Unilever Group.
Prior to the implementation of Unification, New Bond Sub will be
incorporated pursuant to the NV Demerger, which will become
effective shortly before the Cross-Border Merger becomes effective.
New Bond Sub will be a finance company established for the purpose
of raising debt for the Unilever Group and will conduct no business
operations and will have no subsidiaries of its own. As part of the
NV Demerger, the NV Notes will become obligations of New Bond
Sub.
In conjunction with Unification, Unilever intends to seek
approval from the relevant Noteholders of the proposed amendments
set out in this Notice of Adjourned Meetings (the "Proposed
Amendments"). Unilever is seeking approval by the Noteholders of
(i) the substitution of New Bond Sub in place of NV as issuer of
the Notes, with the existing guarantees from PLC and UNUS remaining
in force, (ii) such other consequential amendments to the relevant
Conditions as set out in this Notice of Adjourned Meetings and in
the Notice of Original Meetings in order to facilitate such
substitution, and (iii) the waiver of any event of default that has
arisen or would otherwise arise in respect of the relevant Notes as
a result of or in connection with any or all of the NV Demerger,
the Unification, the Cross-Border Merger or the Issuer
Substitution.
The Issuer Substitution will be effected pursuant to the NV
Demerger and, to the extent not effected pursuant to the NV
Demerger, pursuant to the applicable Supplemental Trust Deed. The
other Proposed Amendments will be implemented pursuant to
Supplemental Trust Deeds, the forms of which are set out in
Schedules I, II and III to the Notice of Original Meetings, subject
to satisfaction of the conditions listed in paragraph 7 of the
relevant Extraordinary Resolution set out above, which include the
occurrence of the NV Demerger Effective Date.
The implementation of the waivers referred to paragraph 1 of the
relevant Extraordinary Resolution set out above is subject only to
the passing of the relevant Extraordinary Resolution set out above.
The form of the waiver letter pursuant to which such waivers will
be implemented is set out in Schedule IV to the Notice of Original
Meetings.
Following Unification, the Unilever Group will produce a set of
consolidated accounts for PLC and its subsidiaries (the
"Consolidated Accounts"). Each of PLC and New Bond Sub will produce
standalone entity financial statements (the "Entity Accounts"),
which are not consolidated accounts. The Entity Accounts together
with the Consolidated Accounts are referred to as the
"Accounts".
It is intended that new debt issued pursuant to Unilever's
European debt issuance programme will have (i) New Bond Sub or PLC
as issuer and (ii) the benefit of guarantees by PLC and UNUS (in
the case of new debt issued by New Bond Sub) or by UNUS only (in
the case of new debt issued by PLC). For the avoidance of doubt,
Unilever Capital Corporation will remain issuer in respect of notes
currently outstanding from Unilever's SEC-registered shelf.
Consent Solicitations
The Issuer has invited eligible holders of the Notes of each
Series (each such invitation a "Consent Solicitation") to consent
to the approval, by Extraordinary Resolution at the relevant
Adjourned Meeting, of the modification of the Conditions relating
to the relevant Series and certain other matters as described in
paragraph 1 of the relevant Extraordinary Resolution as set out
above, all as further described in the Consent Solicitation
Memorandum (as defined in paragraph 8 of the Extraordinary
Resolutions set out above).
Noteholders may obtain a copy of the Consent Solicitation
Memorandum from the Tabulation Agent, the contact details for which
are set out below. In order to receive a copy of the Consent
Solicitation Memorandum, a Noteholder will be required to provide
confirmation as to his or her status as a Noteholder.
General
Copies of (i) the relevant Trust Deed (as amended, restated
and/or supplemented as at the issue date of each Series of Notes);
and (ii) the current draft of the supplemental trust deeds,
supplemental agency agreements and the waiver letter as referred to
in each Extraordinary Resolution set out above are also available
for inspection by Noteholders (a) on and from the date of this
Notice of Adjourned Meetings up to and including the date of the
Adjourned Meetings, at the specified offices of the Tabulation
Agent during normal business hours on any week day (Saturdays,
Sundays and public holidays excepted) up to and including the date
of the Adjourned Meetings and (b) at the Adjourned Meetings and via
videoconference for 15 minutes before the Adjourned Meetings. Any
revised version of the relevant draft supplemental trust deed, the
relevant supplemental agency agreement and the waiver letter will
be made available as described above and marked to indicate changes
to the draft made available on the date of this Notice of Adjourned
Meetings, and will supersede the previous draft of the relevant
document and Noteholders will be deemed to have notice of any such
changes.
The attention of Noteholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Extraordinary Resolutions at the Adjourned Meetings,
which are set out in "Voting and Quorum" below. Having regard to
such requirements, Noteholders are strongly urged either to attend
via videoconference the relevant Adjourned Meeting or to take steps
to be represented at the relevant Adjourned Meeting (including by
way of submitting Consent Instructions) as soon as possible.
Interpretation
As used in this Notice of Adjourned Meetings:
"2016 Trust Deed" means the trust deed dated 22 July 1994 as
supplemented by the Twenty First Supplemental Trust Deed dated 22
April 2016 made between, inter alia, NV, PLC and the Trustee;
"2025 Bonds Trust Deed" means the trust deed dated 4 September
2018 made between, inter alia, NV, PLC and the Trustee;
"Applicable Trust Deed" means the 2016 Trust Deed or the 2025
Bonds Trust Deed (as the case may be);
"DIP Notes" means the Series of Notes issued pursuant to the
Programme by NV, as listed on the table on the front page of this
Notice of Adjourned Meetings under the heading DIP Notes;
"Programme" means the U.S.$15,000,000,000 Debt Issuance
Programme of NV and PLC;
"Standalone Notes" means the Series of Notes issued on a
standalone basis by NV, as listed in the table on the front page of
this Notice of Adjourned Meetings under the heading Standalone
Notes; and
"Trustee" means The Law Debenture Trust Corporation p.l.c.
Voting and Quorum
Noteholders who have previously submitted and have not revoked
(in the limited circumstances in which revocation is permitted) a
valid Consent Instruction in respect of the relevant Extraordinary
Resolution by 9:30 a.m. (London time) on 20 July 2020 (the
"Expiration Deadline"), by which they will have given instructions
for the appointment of one or more representatives of the
Tabulation Agent by the relevant Paying Agent as their proxy to
vote in favour of or against (as specified in the relevant Consent
Instruction) the relevant Extraordinary Resolution at the relevant
Adjourned Meeting, or abstain from voting (as the case may be),
need take no further action to be represented at the relevant
Adjourned Meeting.
Noteholders who have not submitted or have submitted and
subsequently revoked (in the limited circumstances in which such
revocation is permitted) a Consent Instruction in respect of the
relevant Extraordinary Resolution should take note of the
provisions set out below detailing how such Noteholders can attend
(via videoconference) or take steps to be represented at the
relevant Adjourned Meeting.
1. Subject as set out below, the provisions governing the
convening and holding of each Adjourned Meeting are set out, in the
case of the DIP Notes, in The Eighth Schedule to the Applicable
Trust Deed and, in the case of the Standalone Notes, in Schedule 3
to the Applicable Trust Deed, copies of which are available from
the date of this Notice of Adjourned Meetings to the conclusion of
the Adjourned Meetings as referred to above. For the purposes of
the Adjourned Meetings, a "Noteholder" means a Direct Participant
(as defined below).
2. All of the Notes are represented by global Notes held by a
common safekeeper for Euroclear and/or Clearstream, Luxembourg. For
the purposes of this Notice of Adjourned Meetings, a "Direct
Participant" means each person who is for the time being shown in
the records of Euroclear and/or Clearstream, Luxembourg as the
holder of a particular principal amount of the Notes.
A Direct Participant or beneficial owner of Notes wishing to
attend (via videoconference) the relevant Adjourned Meeting in
person must produce at the relevant Adjourned Meeting a valid
voting certificate or certificates issued by a Paying Agent
relating to the Notes in respect of which it wishes to vote. The
Adjourned Meetings will be held via videoconference. Noteholders
wishing to attend the videoconference in respect of the relevant
Adjourned Meeting may obtain dial-in details for the relevant
Adjourned Meeting from the Tabulation Agent using the notice
details set out below, upon the Tabulation Agent being satisfied
that any Noteholder requesting the same has provided evidence of
their holdings of the relevant Series of Notes.
A Direct Participant or beneficial owner of Notes not wishing to
attend and vote at the relevant Adjourned Meeting in person may, to
the extent that it has not already done so, either deliver its
valid voting certificate(s) to the person whom it wishes to attend
(via videoconference) on its behalf or the Direct Participant may
(or the beneficial owner of the Notes may arrange for the relevant
Direct Participant on its behalf to) give a voting instruction (by
giving voting and blocking instructions to Euroclear or
Clearstream, Luxembourg (a "Euroclear/Clearstream Instruction") in
accordance with the procedures of Euroclear or Clearstream,
Luxembourg) requiring a Paying Agent to include the votes
attributable to its Notes in a block voting instruction issued by
the Paying Agent for the relevant Adjourned Meeting, in which case
the Paying Agent shall appoint a proxy to attend (via
videoconference) and vote at such Adjourned Meeting in accordance
with such Direct Participant's instructions.
A Direct Participant must request the relevant clearing system
to block the relevant Notes in its account and to hold the same to
the order or under the control of the relevant Paying Agent not
later than 48 hours before the time appointed for holding the
relevant Adjourned Meeting in order to obtain voting certificates
or give voting instructions in respect of such Adjourned Meeting.
In the case of Euroclear/Clearstream Instructions, such blocking
instructions are part of the electronic instructions that must be
given. Notes so blocked will not be released until the earlier
of:
(i) the conclusion of the relevant Adjourned Meeting; and
(ii)
(A) in respect of voting certificate(s), the surrender to the
relevant Paying Agent of such voting certificate(s) and
notification by the relevant Paying Agent to the relevant clearing
system of such surrender or the compliance in such any other manner
with the rules of the relevant clearing system relating to such
surrender; or
(B) in respect of voting instructions, not less than 48 hours
before the time for which the relevant Adjourned Meeting is
convened, the notification in writing of any revocation of a Direct
Participant's previous instructions to the relevant Paying Agent
and the same then being notified in writing by the relevant Paying
Agent to the Issuer at least 24 hours before the time appointed for
holding the relevant Adjourned Meeting and such Notes ceasing in
accordance with the procedures of the relevant clearing system and
with the agreement of the relevant Paying Agent to be held to its
order or under its control.
Noteholders should note that voting instructions (unless validly
revoked) given and voting certificates obtained prior to the date
of this Notice of Adjourned Meetings in respect of an Adjourned
Meeting shall remain valid for the relevant Adjourned Meeting.
3. The quorum required at the Adjourned Meetings is shown in the table below.
DIP Notes Two or more persons present and holding
or representing in aggregate any principal
amount of the relevant Series of DIP Notes
for the time being outstanding
Standalone Notes Two or more Noteholders or agents (each
as defined in the Applicable Trust Deed)
present in person representing 33 per cent.
in principal amount of the relevant Series
for the time being outstanding
---------------------------------------------------
4. If a quorum is not present (i) in respect of the DIP Notes,
within 30 minutes and (ii) in respect of the Standalone Notes,
within 15 minutes, after the time appointed for the relevant
Adjourned Meeting, such Adjourned Meeting shall be dissolved. Every
question submitted to an Adjourned Meeting shall be decided in the
first instance by a show of hands.
Unless a poll is (before or at the time that the result on a
show of hands is declared) demanded by the Chairman, the Issuer,
any Guarantor or any Noteholder present or proxy or representative
holding not less than (i) in respect of the DIP Notes, one-fiftieth
of the principal amount of the Notes of the relevant Series for the
time being outstanding, and (ii) in respect of the Standalone
Notes, two per cent. of the relevant Series of Standalone Notes, a
declaration by the Chairman that a resolution has been carried or
carried by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in
favour of or against the relevant Extraordinary Resolution.
At each Adjourned Meeting (a) on a show of hands every person
who is present in person and produces a voting certificate or is a
proxy or representative shall have one vote and (b) on a poll every
person who is so present shall have (x) in the case of DIP Notes,
one vote in respect of each EUR/GBP 1 (as applicable) in principal
amount of the outstanding Notes of the relevant Series so
represented by the voting certificate or in respect of which that
person is a proxy or representative or (y) in the case of the
Standalone Notes, one vote in respect of each EUR 1,000 in
principal amount of the outstanding Notes of the relevant Series so
represented by the voting certificate or in respect of which that
person is a proxy or representative.
5. To be passed at the relevant Adjourned Meeting, an
Extraordinary Resolution requires a majority in favour consisting
of not less than three-fourths of the votes cast. If passed, an
Extraordinary Resolution will be binding on all Noteholders of the
relevant Series, whether or not present at the relevant Adjourned
Meeting and whether or not voting.
This Notice of Adjourned Meetings is given by Unilever N.V..
Noteholders should contact the following for further
information:
The Solicitation Agents
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 20 7992 6237
Attention: Liability Management Group
email: LM_EMEA@hsbc.com
UBS AG London Branch
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +44 20 7158 1121
Attention: Liability Management Group
email: ol-liabilitymanagement-eu@ubs.com
Tabulation Agent
Lucid Issuer Services Limited (Attention: Paul Kamminga,
Telephone: +44 20 7704 0880, Email: unilever@lucid-is.com)
Dated: 22 July 2020
DISCLAIMER This Notice of Adjourned Meetings must be read in
conjunction with the Consent Solicitation Memorandum. This Notice
of Adjourned Meetings and the Consent Solicitation Memorandum
contain important information which should be read carefully before
any decision is made with respect to the relevant Proposed
Amendments. If any Noteholder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
relevant Proposed Amendments or the relevant Extraordinary
Resolution to be proposed at the relevant Adjourned Meeting, it is
recommended to seek its own financial and legal advice, including
as to any tax and legal consequences, from its broker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to participate in the relevant Consent Solicitation.
None of the Solicitation Agents, the Tabulation Agent, the
Trustee the Issuer, nor any director, officer, employee, agent or
affiliate of any such person, is acting for any Noteholder, or will
be responsible to any Noteholder for providing any protections
which would be afforded to its clients or for providing advice in
relation to the relevant Consent Solicitation, and accordingly none
of the Solicitation Agents, the Tabulation Agent, the Trustee, the
Issuer, nor any director, officer, employee, agent or affiliate of,
any such person makes any recommendation whether Noteholders should
participate in the relevant Consent Solicitation.
Safe Harbour
This Notice of Adjourned Meetings 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 Notice of Adjourned Meetings. 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 Notice of Adjourned Meetings 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 Notice of Adjourned Meetings 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 Notice of
Adjourned Meetings in certain jurisdictions may be restricted by
law and therefore persons in such jurisdictions into which this
Notice of Adjourned Meetings is released, published or distributed
should inform themselves about and observe such restrictions.
No solicitation will be made in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
laws of such jurisdiction.
This Notice of Adjourned Meetings 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) 2017/1129.
[1] Notes of any Series which are held by or on behalf of the
Issuer, the Guarantors or any Group Company (as defined in the
Applicable Trust Deed), in each case as beneficial owner, are
deemed not to be outstanding.
[2] The Applicable Time will be as set out in this column or as
soon as possible thereafter as the immediately preceding Adjourned
Meeting of Noteholders shall have been concluded.
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
NOGEADXAADXEEFA
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July 22, 2020 09:42 ET (13:42 GMT)
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