TIDMULVR TIDM0NXN
RNS Number : 7940T
Unilever PLC
22 July 2020
UNILEVER ANNOUNCES RESULTS OF BONDHOLDER MEETINGS
London/Rotterdam, 22 July 2020
Unilever N.V. ("NV") and Unilever PLC ("PLC") (each, an "Issuer"
and together, the "Issuers") announce today the results of the
meetings held on 22 July 2020 for holders of the outstanding
securities listed in the table below (each a "Series" and together,
the "Notes") to vote in respect of the Extraordinary Resolutions as
set out in the Notice of Separate Meetings dated 26 June 2020 (the
"Notice of Meetings").
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Consent Solicitation
Memorandum dated 26 June 2020.
Notice is hereby given to the holders of the Notes that at the
relevant Meeting of holders of each Series of the Notes convened by
the Notice of Meetings and held via videoconference on 22 July
2020:
a) the relevant Meeting was either quorate or not quorate (as
specified in the table below); and
b) the relevant Extraordinary Resolution detailed in the Notice
of Meetings was duly passed or not passed (as specified in the
table below).
Quorum Extraordinary
requirement Resolution
Issuer Guarantor ISIN Description met? passed?
------- ---------- ------------- ------------------------------ ------------- ---------------
DIP Notes
------------------------------------------------------------------ ------------- ---------------
NV PLC, UNUS XS1654191623 EUR500,000,000 0.000 per Met Yes
cent. Notes due July 2021
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1178970106 EUR750,000,000 0.500 per Met Yes
cent. Notes due February
2022
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1566100977 EUR600,000,000 0.375 per Not met Not applicable
cent. Notes due February
2023
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1241577490 EUR500,000,000 1.000 per Met Yes
cent. Notes due June 2023
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1769090728 EUR500,000,000 0.500 per Not met Not applicable
cent. Notes due August 2023
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1403014936 EUR500,000,000 0.500 per Not met Not applicable
cent. Notes due April 2024
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS2147133495 EUR1,000,000,000 1.250 per Met Yes
cent. Notes due March 2025
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1654192191 EUR650,000,000 0.875 per Not met Not applicable
cent. Notes due July 2025
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1769090991 EUR700,000,000 1.125 per Not met Not applicable
cent. Notes due February
2027
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1566101603 EUR600,000,000 1.000 per Met Yes
cent. Notes due February
2027
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1403015156 EUR700,000,000 1.125 per Met Yes
cent. Notes due April 2028
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1654192274 EUR750,000,000 1.375 per Met Yes
cent. Notes due July 2029
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS2147133578 EUR1,000,000,000 1.750 per Met Yes
cent. Notes due March 2030
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1769091296 EUR800,000,000 1.625 per Met Yes
cent. Notes due February
2033
------- ---------- ------------- ------------------------------ ------------- ---------------
PLC NV, UNUS XS1560644830 GBP350,000,000 1.125 per Met Yes
cent. Notes due February
2022
------- ---------- ------------- ------------------------------ ------------- ---------------
PLC NV, UNUS XS1684780031 GBP250,000,000 1.375 per Met Yes
cent. Notes due September
2024
------- ---------- ------------- ------------------------------ ------------- ---------------
PLC NV, UNUS XS2008921277 GBP500,000,000 1.500 per Met Yes
cent. Notes due July 2026
------- ---------- ------------- ------------------------------ ------------- ---------------
PLC NV, UNUS XS1684780205 GBP250,000,000 1.875 per Met Yes
cent. Notes due September
2029
------- ---------- ------------- ------------------------------ ------------- ---------------
PLC NV, UNUS XS2008925344 EUR650,000,000 1.500 per Met Yes
cent. Notes due June 2039
------- ---------- ------------- ------------------------------ ------------- ---------------
Standalone Notes
------------------------------------------------------------------ ------------- ---------------
NV PLC, UNUS XS1873208950 EUR650,000,000 0.500 per Not met Not applicable
cent. Bonds due January 2025
------- ---------- ------------- ------------------------------ ------------- ---------------
NV PLC, UNUS XS1873209172 EUR650,000,000 1.375 per Met Yes
cent. Bonds due September
2030
Early Participation Fee
The Fee Conditions in respect of each Series where "Met" is
specified in the column "Quorum requirement met?" in the table
above (the "Quorate Series") have been satisfied and therefore each
Noteholder from whom a valid Consent Instruction in favour of the
Extraordinary Resolution in respect of any Quorate Series was
received by the Tabulation Agent by the Expiration Deadline will
receive the Early Participation Fee. The Early Participation Fee in
respect of each Quorate Series will be paid by the Issuer no later
than 29 July 2020 (being the fifth Business Day following the
passing of the relevant Extraordinary Resolution).
The Fee Conditions in respect of each Series where "Not met" is
specified in the column "Quorum requirement met?" in the table
above (the "Inquorate Series") have not yet been satisfied.
As of the conclusion of the Meetings today, Noteholders
representing more than 99% of all Consent Instructions received
(covering both Quorate Series and Inquorate Series) had voted in
favour of the Proposed Amendments.
Supplemental Trust Deeds
Subject to satisfaction of the Implementation Conditions, the
Supplemental Trust Deeds for each Issuer implementing the relevant
Proposed Amendments in respect of all Series of Notes for which the
relevant Extraordinary Resolution was passed will be executed as
soon as reasonably practicable after the registration of New Bond
Sub with the Dutch Trade Register of the Chamber of Commerce. A
further announcement will be made once such execution has taken
place.
Waiver Letter
The Waiver Letter has today been executed by the Trustee, the
relevant Issuer and the relevant Guarantors in respect of each of
the Quorate Series.
Adjourned Meetings
The Meeting in respect of each Inquorate Series will be
adjourned to 11 August 2020 in accordance with a notice of
adjourned Meetings to be delivered to holders of such Inquorate
Series via a notice to the Clearing Systems for communication to
Direct Participants on 22 July 2020. The notice of adjourned
Meetings will also be published via the regulatory news service of
the London Stock Exchange.
Consent Instructions validly submitted in accordance with the
procedures set out in the Consent Solicitation Memorandum shall
remain valid for the relevant adjourned Meetings.
This notice is given by:
Unilever N.V. and Unilever PLC
22 July 2020
DISCLAIMER
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
ROMUUUORRBUBUAR
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