TIDMULVR TIDM0NXN
RNS Number : 7980S
Unilever PLC
13 July 2020
Unilever - extension of Early Instruction Deadline
London/Rotterdam, 13 July 2020
Further to the announcement by Unilever N.V. ("NV") and Unilever
PLC ("PLC") (each, an "Issuer" and together, the "Issuers") on 26
June 2020 of Consent Solicitations in respect of the outstanding
securities listed in the table below (each a "Series" and together,
the "Notes"), the Issuers hereby announce the preliminary results
as at the Early Instruction Deadline and the extension of the Early
Instruction Deadline. Capitalised terms used in this notice and not
otherwise defined shall have the meanings given to them in the
Consent Solicitation Memorandum prepared by the Issuers dated 26
June 2020 (the "Consent Solicitation Memorandum").
Preliminary results as at the Early Instruction Deadline
The Early Instruction Deadline was 4.00 p.m. (London Time) on 10
July 2020. As at the Early Instruction Deadline, the Tabulation
Agent had received Consent Instructions in favour of the
Extraordinary Resolution from Noteholders representing over 99.9
per cent. of the total Consent Instructions received for all
Series. However some of the Meetings in respect of the
Euro-denominated Series subject to the Consent Solicitations are
not currently expected to be quorate.
Extension of Early Instruction Deadline
The Early Instruction Deadline shall be extended to the
Expiration Deadline, which is 9:30 a.m. (London time) on 20 July
2020. The Early Consent Fee of 0.05 per cent. of the principal
amount of the Notes that are the subject of a Consent Instruction
will therefore be extended to all Noteholders submitting a valid
Consent Instruction in favour of the relevant Extraordinary
Resolution which is received by the Tabulation Agent by the
Expiration Deadline. For the avoidance of doubt, Noteholders who
have already submitted Consent Instructions do not need to resubmit
their Consent Instructions.
Payment of the Early Consent Fee remains subject to the
satisfaction of the Fee Conditions.
All references to the Early Instruction Deadline in the Consent
Solicitation Memorandum shall be deemed to be replaced with the
Early Instruction Deadline as extended pursuant to this
announcement. For the avoidance of doubt, all other terms of the
Consent Solicitations shall remain unchanged.
Principal
Issuer Guarantor ISIN Description amount outstanding(1)
-------- ----------- ----------- -------------- ----------------------------------
DIP Notes
-------------------------------------------------------------------------------------------------------
EUR500,000,000 0.000 per cent.
NV PLC, UNUS XS1654191623 Notes due July 2021 EUR500,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR750,000,000 0.500 per cent.
NV PLC, UNUS XS1178970106 Notes due February 2022 EUR750,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR600,000,000 0.375 per cent.
NV PLC, UNUS XS1566100977 Notes due February 2023 EUR600,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR500,000,000 1.000 per cent.
NV PLC, UNUS XS1241577490 Notes due June 2023 EUR500,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR500,000,000 0.500 per cent.
NV PLC, UNUS XS1769090728 Notes due August 2023 EUR500,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR500,000,000 0.500 per cent.
NV PLC, UNUS XS1403014936 Notes due April 2024 EUR500,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR1,000,000,000 1.250 per
NV PLC, UNUS XS2147133495 cent. Notes due March 2025 EUR1,000,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR650,000,000 0.875 per cent.
NV PLC, UNUS XS1654192191 Notes due July 2025 EUR650,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR700,000,000 1.125 per cent.
NV PLC, UNUS XS1769090991 Notes due February 2027 EUR700,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR600,000,000 1.000 per cent.
NV PLC, UNUS XS1566101603 Notes due February 2027 EUR600,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR700,000,000 1.125 per cent.
NV PLC, UNUS XS1403015156 Notes due April 2028 EUR700,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR750,000,000 1.375 per cent.
NV PLC, UNUS XS1654192274 Notes due July 2029 EUR750,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR1,000,000,000 1.750 per
NV PLC, UNUS XS2147133578 cent. Notes due March 2030 EUR1,000,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR800,000,000 1.625 per cent.
NV PLC, UNUS XS1769091296 Notes due February 2033 EUR800,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
PLC NV, UNUS XS1560644830 GBP350,000,000 1.125 per cent. GBP350,000,000
Notes due February 2022
--------------------- ----------- -------------- -------------------------------- -----------------
PLC NV, UNUS XS1684780031 GBP250,000,000 1.375 per cent. GBP250,000,000
Notes due September 2024
--------------------- ----------- -------------- -------------------------------- -----------------
PLC NV, UNUS XS2008921277 GBP500,000,000 1.500 per cent. GBP500,000,000
Notes due July 2026
--------------------- ----------- -------------- -------------------------------- -----------------
PLC NV, UNUS XS1684780205 GBP250,000,000 1.875 per cent. GBP250,000,000
Notes due September 2029
--------------------- ----------- -------------- -------------------------------- -----------------
EUR650,000,000 1.500 per cent.
PLC NV, UNUS XS2008925344 Notes due June 2039 EUR650,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
Standalone Notes
-------------------------------------------------------------------------------------------------------
EUR650,000,000 0.500 per cent.
NV PLC, UNUS XS1873208950 Bonds due January 2025 EUR650,000,000
--------------------- ----------- -------------- -------------------------------- -----------------
EUR650,000,000 1.375 per cent.
NV PLC, UNUS XS1873209172 Bonds due September 2030 EUR650,000,000
(1) Notes of any Series which are held by or on behalf of the
relevant 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.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold their Notes
when such intermediary would need to receive instructions from a
Noteholder in order for such Noteholder to participate in, or (in
the limited circumstances in which revocation is permitted) to
validly revoke their instruction to participate in, the relevant
Consent Solicitation(s) and/or the relevant Meeting(s) by the
deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission and (where
permitted) revocation of Consent Instructions will be earlier than
the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the
Consent Solicitations is set out in the Consent Solicitation
Memorandum. A copy of the Consent Solicitation Memorandum is
available to eligible persons upon request from the Tabulation
Agent.
Before making a decision with respect to the Consent
Solicitations, Noteholders should carefully consider all of the
information in the Consent Solicitation Memorandum and, in
particular, the risk factors described in the section entitled
"Certain Considerations relating to the Consent Solicitations"
Further details about the transaction can be obtained from:
The Solicitation Agents
Deutsche Bank AG, London HSBC Bank plc UBS AG London Branch
Branch 8 Canada Square 5 Broadgate
Winchester House London E14 5HQ London EC2M 2QS
1 Great Winchester United Kingdom United Kingdom
Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 Telephone: +44 20 7992 Telephone: +44 20
8011 6237 7158 1121
Attention: Liability Attention: Liability Attention: Liability
Management Group Management Group Management Group
email: LM_EMEA@hsbc.com email: ol-liabilitymanagement-eu@ubs.com
Copies of the Consent Solicitation Memorandum can be obtained
from, and requests for information in relation to the procedures
for participating in the Consent Solicitations, and the submission
of a Consent Instruction should be directed to:
Tabulation Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London
WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Fax: +44 20 7067 9098
Attention: Paul Kamminga
email: unilever@lucid-is.com
DISCLAIMER This announcement must be read in conjunction with
the Consent Solicitation Memorandum. This announcement 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
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 Issuers, 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
Issuers, 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 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 announcement. 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 announcement 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 announcement 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 announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement 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 announcement 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.
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
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