TIDMULVR TIDM0NXM
RNS Number : 2840T
Unilever PLC
11 October 2017
UNILEVER PLC LAUNCHES OFFER FOR ALL PREFERENCE SHARES
IN UNILEVER N.V.
-- PUBLICATION OF OFFER MEMORANDUM AND POSITION STATEMENT
-- ACCEPTANCE PERIOD COMMENCES ON 12 OCTOBER 2017 ANDS ON 25 OCTOBER 2017
-- STATUTORY BUY-OUT PROCEEDINGS TO BE INITIATED FOLLOWING COMPLETION OF OFFER
London/Rotterdam, 11 October 2017 - Following the initial
announcement by Unilever on 9 August 2017, Unilever Corporate
Holdings Nederland B.V. (the "Offeror"), a wholly-owned subsidiary
of Unilever PLC, today launches a recommended, unconditional and
irrevocable partial cash offer for (depositary receipts of) all 6%
and 7% cumulative preference (sub)shares (together the "Preference
Shares") in the capital of Unilever N.V. (the "Offer"). The
acceptance period for holders of Preference Shares to tender their
Preference Shares commences on 12 October 2017 at 9:00 hours CET
and ends on 25 October 2017 at 17:40 hours CET (the "Acceptance
Period"). Upon completion of the Offer, the Offeror will initiate
statutory buy-out proceedings in order to acquire the remaining
Preference Shares.
Further details of the Offer
The Offeror is making the Offer subject to the terms and
conditions and restrictions set forth in the offer memorandum
published today (the "Offer Memorandum"). Holders of Preference
Shares who tender their Preference Shares will be paid in
consideration for each Preference Share validly tendered and
transferred under the Offer the amount set out in the table
below:
Type of Preference Share ISIN code Nominal Offer
value price
(EUR) (EUR)
------------------------------------------------------ ------------- ------- ------
6% cumulative preference subshares NL0000388742 42.86 307.80
------------------------------------------------------ ------------- ------- ------
7% cumulative
preference 7% cumulative preference
shares (whole) shares NL0000388726 428.57 3,262
-------------- -------------------------------------- ------------- ------- ------
7% cumulative depositary receipts
preference for 7% cumulative
subshares preference subshares NL0000388684 42.86 326.20
-------------- ---------------------- ---------------------------- ------- ------
7% cumulative N/A
preference
subshares for
which no
depositary receipts
are issued
---------------------- ------------------------------------------- ------- ------
The offer price will be paid in cash, without interest and
withholding of taxes, and is cum dividend.
The offer price represents a premium of 264% to the closing
price per 6% cumulative preference subshare and a premium of 288%
to the closing price per 7% cumulative preference subshare on 8
August 2017, being the day prior to the initial announcement of the
Offer on 9 August 2017.
Background and rationale of the Offer
As announced on 9 August 2017, the Offer represents an important
step towards simplification of Unilever's capital structure and
improving corporate governance by strengthening the link between
economic interest and voting rights for shareholders.
NN Investment Partners B.V. and ASR Nederland N.V. have each
irrevocably committed to tender all Preference Shares held by them
under the Offer. Consequently, upon completion of the Offer, the
interests held by the Offeror will represent at least 97% of the
outstanding Preference Shares.
Upon completion of the Offer, the Offeror will initiate
statutory buy-out proceedings in order to acquire any remaining
Preference Shares and terminate the listing of the Preference
Shares on Euronext Amsterdam.
Unanimous recommendation of the board of Unilever N.V.
The board of Unilever N.V. fully supports the Offer and
unanimously recommends the Offer to the holders of the Preference
Shares for acceptance, as set out in the separate position
statement which is available as of today and contains the
information required by the Dutch offer rules in connection with
the Offer (the "Position Statement").
Cancellation of treasury Preference Shares
Consistent with the rationale of the Offer, Unilever N.V.
intends to cancel all Preference Shares currently held by it in
treasury, except for ten 6% cumulative preference subshares and one
7% cumulative preference share which it will hold on to for
purposes of preventing a potential delay of the statutory buy-out
proceedings that could otherwise occur.
Indicative timetable
The Acceptance Period commences on 12 October 2017 at 9:00 hours
CET and ends on 25 October 2017 at 17:40 hours CET. No later than
three business days after the end of the Acceptance Period, the
Offeror will publicly announce that it declares the Offer
unconditional (het bod gestand doen).
When the Offer is declared unconditional, the Offeror will
announce a post-acceptance period of one week in order to enable
the holders of Preference Shares who did not tender their
Preference Shares during the Acceptance Period to tender their
Preference Shares under the same terms and conditions as applicable
to the Offer.
Settlement of the Offer will take place no later than five
business days after the Offer has been declared unconditional and
no later than five business days after the end of the
post-acceptance period.
Further information
This announcement contains selected, condensed information
regarding the Offer and does not replace the Offer Memorandum
and/or the Position Statement. Holders of Preference Shares are
advised to review the Offer Memorandum and Position Statement in
detail and to seek independent advice where appropriate to reach a
balanced judgment in respect of the Offer.
The Offer Memorandum and Position Statement are available for
downloading on the website of Unilever
(www.unilever.com/investor-relations/unilever-shares/about-shares/).
Copies thereof are also available free of charge via Unilever N.V.,
the Exchange Agent and the Administrative Tender Agent:
Exchange Agent Administrative Tender Agent Unilever N.V.
ABN AMRO Bank N.V. SGG Financial Services B.V. Weena 455
Corporate Broking (HQ7050) Hoogoorddreef 15 3013 AL Rotterdam
Gustav Mahlerlaan 10 1101 BA Amsterdam The Netherlands
1082 PP Amsterdam The Netherlands
The Netherlands
corporate.broking@nl.abnamro.com registerunilever@sgggroup.com shareholders.services@unilever.com
+31 (0)20 344 2000 +31 (0)20 5222 555 +44 (0)20 7822 5500
---------------------------------- ------------------------------- ------------------------------------
Notice to U.S. holders of Preference Shares
The Offer will be made in reliance on the exemption from certain
requirements of Rule 13e-4 under the U.S. Securities Exchange Act
of 1934 provided by Rule 13e-4(h)(8) thereunder, and otherwise in
accordance with the requirements of U.S. and Dutch law.
Accordingly, the Offer will be subject to Dutch disclosure and
other procedural requirements, including, with respect to the offer
timetable, extensions of the Acceptance Period and timing of
payments that are different from those applicable under U.S. tender
offer procedures and laws. U.S. investors are therefore advised to
review the Offer Memorandum and the Position Statement in detail
and to seek independent advice where appropriate. The Offer
Memorandum and the Position Statement will be furnished to the U.S.
Securities and Exchange Commission (the "SEC") on Form CB.
Unilever contacts
For more information, please contact:
Louise Phillips Fleur van Bruggen
Senior Global Media Relations Communications Director
Manager Unilever Benelux
+44 7825 049 151 +31 (0)6 1500 8293
Louise.Phillips@unilever.com Fleur-van.Bruggen@unilever.com
****
This is a joint press release by Unilever Corporate Holdings
Nederland B.V., Unilever PLC and Unilever N.V. pursuant to the
provisions of Section 10 Paragraph 3 and Section 20 Paragraph 2 in
conjunction with Section 18 Paragraph 3 of the Netherlands Decree
on Public Takeover Bids (Besluit Openbare Biedingen Wft) in
connection with the recommended public offer by Unilever Corporate
Holdings Nederland B.V. for all Preference Shares in the capital of
Unilever N.V. This announcement does not constitute an offer, or
any solicitation of any offer, to buy or subscribe for any
securities in Unilever N.V. Any offer will be made only by means of
an offer memorandum specifically published for this purpose on the
terms and conditions set forth therein, and subject to the
applicable rules and regulations in the Netherlands. This
announcement is not for release, publication or distribution, in
whole or in part, in or into, directly or indirectly, any
jurisdiction in which such release, publication or distribution
would be unlawful.
The distribution of this press release may in some countries be
restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe
these restrictions. To the fullest extent permitted by applicable
law, Unilever disclaims any responsibility or liability for the
violation of any such restrictions by any person. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of that jurisdiction. Neither Unilever, nor any of
their advisors assumes any responsibility for any violation by any
person of any of these restrictions. Any holder of Preference
Shares in Unilever N.V. who is in any doubt as to his position
should consult an appropriate professional advisor without
delay.
Cautionary Statement regarding Forward-Looking Statements
This announcement may contain forward-looking statements. Words
such as 'will', 'intends', or the negative of these terms and other
similar expressions and their negatives, are intended to identify
such forward-looking statements. These forward-looking statements
are based upon current expectations and assumptions. They are not
historical facts, nor are they guarantees of future
performance.
These forward-looking statements speak only as of the date of
this announcement. Except as required by any applicable law or
regulation, the Unilever 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 Unilever 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 Unilever Group are described in Unilever Group's
filings with the London Stock Exchange, Euronext Amsterdam and the
US Securities and Exchange Commission, including in the Annual
Report on Form 20-F 2016 and the Unilever Annual Report and
Accounts 2016.
This announcement contains inside information in relation to the
Preference Shares in Unilever N.V. This is a public announcement
pursuant to section 17 paragraph 1 of the European Market Abuse
Regulation (596/2014).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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