Unilever PLC 6-K, filed Oct 13, 2020
Unilever PLC (UL)
6-K
2020-10-13
For: 2020-10-13
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Added on
April 09, 2026
About this 6-K
Unilever PLC filed this 6-K on October 13, 2020.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the
month of October, 2020
UNILEVER
PLC
(Translation
of registrant's name into English)
UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper
as
permitted by Regulation S-T Rule 101(b)(1):_____
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper
as
permitted by Regulation S-T Rule 101(b)(7):_____
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No .X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82- _______
Exhibit
99 attached hereto is incorporated herein by reference.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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UNILEVER
PLC
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/S/ R SOTAMAA
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BY R SOTAMAA
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CHIEF LEGAL OFFICER AND GROUP SECRETARY
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Date:
12 October, 2020
EXHIBIT INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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99
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Notice
to London Stock Exchange dated 12
October 2020
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Unification – Results of
Shareholder Meetings
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Exhibit
99
Unification of Unilever's Corporate Structure - Results of the
Shareholder Meetings of Unilever PLC
London/Rotterdam, 12 October 2020
On 11 June 2020, Unilever announced plans to unify its Group legal
structure under a single parent company, Unilever PLC
("Unification"). On 10 August 2020, Unilever published a
circular to shareholders of Unilever NV and Unilever PLC (the
"Circular") and a prospectus for Unilever PLC (the
"Prospectus") in connection with
Unification.
Unilever is pleased to announce that at the court meeting (the
"Court
Meeting") and general meeting
(the "General
Meeting") of Unilever PLC
shareholders held by electronic means earlier today in connection
with Unification, all of the resolutions proposed were duly passed
by Unilever PLC shareholders. This follows the passing of the
resolutions at the extraordinary general meeting of shareholders of
Unilever NV held virtually on 21 September
2020.
At the Court Meeting, a majority in number of Unilever PLC
shareholders, who voted (either in person or by proxy) and who
together represented over 75% by value of the votes cast, voted in
favour of the resolution to approve the cross-border merger (the
"Cross-Border
Merger"). The resolution was
duly passed as a result. At the General Meeting, the special
resolution to approve the Cross-Border Merger and provide for its
implementation was also passed by the requisite
majority.
Court Meeting
The voting at the Court Meeting on the resolution to approve the
Cross-Border Merger was taken on a poll and the results were as
follows:
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Number of Unilever PLC shareholders voting
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% of Unilever PLC shareholders voting
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Number of votes
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% of votes
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% of eligible voting rights in Unilever PLC that were
exercised(1)
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FOR
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3,618
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95.99
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886,681,185
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99.50
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76.26
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AGAINST
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151
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4.01
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4,496,530
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0.50
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0.39
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Notes:
(1)
At 8.00 p.m. (London time) on 10 October 2020, the total number of
issued ordinary shares of Unilever PLC was 1,168,530,650. Unilever
PLC holds no ordinary shares in treasury and therefore the total
number of voting rights for the ordinary shares was 1,168,530,650.
At 8.00 p.m. (London time) on 10 October 2020, 2,627,276 ordinary
shares of Unilever PLC (including ordinary shares represented by
American Depositary Shares) were held by other companies in the
Unilever group. The holders of such ordinary shares did not
exercise their voting rights at the Court Meeting and the General
Meeting. The total number of deferred shares in Unilever PLC is
100,000 (representing 3,214,285 voting rights). The holders of
deferred shares did not exercise their voting rights at the Court
Meeting and the General Meeting. Therefore, the total number of
eligible voting rights in Unilever PLC for the Court Meeting was
1,162,689,089.
General Meeting
The voting at the General Meeting on the special resolution to
approve the Cross-Border Merger and provide for its implementation
was taken on a poll and the results were as follows:
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FOR
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AGAINST
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TOTAL
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WITHHELD
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Resolution
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Number of votes
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% of votes
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Number of votes
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% of votes
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Number of votes
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Number of votes(1)
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Special
resolution to approve the Cross-Border Merger and provide for its
implementation
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886,746,147
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99.45
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4,890,103
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0.55
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891,636,250
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2,006,792
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Notes:
(1)
Votes "Withheld" are not votes in law and are not counted in the
calculation of the proportion of votes cast "For" or "Against" the
special resolution.
Effecting Unification
Unilever is also pleased to announce that it has now received all
relevant merger control, foreign investment and regulatory
approvals in connection with the implementation of
Unification.
Completion of Unification remains subject to the satisfaction or
waiver of the other conditions set out in the Circular, including
(but not limited to) the approval of the Cross-Border Merger by the
High Court of Justice in England and Wales (the
"UK High
Court") at a hearing which is
expected to be held on 2 November 2020.
Subject to satisfaction or waiver of those conditions, Unification
is expected to become effective on 29 November 2020, with dealings
in new Unilever PLC shares (including new Unilever PLC Shares
represented by American Depositary Shares) commencing on 30
November 2020. The expected timetable of principal events for the
implementation of Unification remains as set out in Unilever's
announcement dated 29 September 2020.
A copy of the special resolution passed at the General Meeting has
been submitted to the Financial Conduct Authority and will be
available for inspection in due course on the National Storage
Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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Enquiries
Unilever PLC
Unilever
House
100
Victoria Embankment
London
EC4Y 0DY
United
Kingdom
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Unilever NV
Weena
455
3013 AL
Rotterdam
The
Netherlands
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Media:
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Media Relations
team
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Investors:
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Investor
Relations team
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UK
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+44 78 2527
3767
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+44
20 7822 6830
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lucila.zambrano@unilever.com
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investor.relations@unilever.com
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NL
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+44 77
7999 9683
+31 10
217 4844
+31 62
375 8385
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JSibun@tulchangroup.com
els-de.bruin@unilever.com
marlous-den.bieman@unilever.com
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SAFE HARBOUR
This announcement may contain forward-looking statements, including
'forward-looking statements' within the meaning of the United
States Private Securities Litigation Reform Act of 1995. Words such
as 'will', 'aim', 'expects', 'anticipates', 'intends', 'looks',
'believes', 'vision', or the negative of these terms and other
similar expressions of future performance or results, and their
negatives, are intended to identify such forward-looking
statements. These forward-looking statements are based upon current
expectations and assumptions regarding anticipated developments and
other factors affecting the Unilever Group (the
"Group"
or "Unilever"). They are not historical facts, nor are they
guarantees of future performance. Because these forward-looking
statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements.
Among other risks and uncertainties, the material or principal
factors which could cause actual results to differ materially are:
Unilever's global brands not meeting consumer preferences.
Unilever's ability to innovate and remain competitive. Unilever's
investment choices in its portfolio management. the effect of
climate change on Unilever's business. Unilever's ability to find
sustainable solutions to its plastic packaging. significant changes
or deterioration in customer relationships. the recruitment and
retention of talented employees. disruptions in our supply chain
and distribution. increases or volatility in the cost of raw
materials and commodities. the production of safe and high quality
products. secure and reliable IT infrastructure. execution of
acquisitions, divestitures and business transformation projects.
economic, social and political risks and natural disasters.
financial risks. failure to meet high and ethical standards. and
managing regulatory, tax and legal matters. A number of these risks
have increased as a result of the current COVID-19 pandemic. These
forward-looking statements speak only as of the date of this
document. Except as required by any applicable law or regulation,
the Group expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Group's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the
Group are described in the Group's filings with the London Stock
Exchange, Euronext Amsterdam and the US Securities and Exchange
Commission (the "SEC"), including in the Annual Report on Form 20-F
2019 and the Unilever Annual Report and Accounts
2019.
IMPORTANT INFORMATION
This communication is for informational purposes only and does not
constitute or form part of an offer to sell or the solicitation of
an offer to buy or subscribe to any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This communication is not an offer of securities for sale into the
United States. No offering of securities shall be made in the
United States except pursuant to registration under the US
Securities Act of 1933 (the "Securities
Act"), or an exemption
therefrom. In connection with Unification, Unilever PLC 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 communication in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this communication is
released, published or distributed should inform themselves about
and observe such restrictions.
This communication does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase.
It is not an advertisement and not a prospectus for the purposes of
Regulation (EU) No. 2017/1129, as amended. Any purchase of
securities of Unilever PLC should only be made on the basis of
information that is contained in the Prospectus. The Prospectus
contains detailed information about Unilever PLC and its
management, as well as financial statements and other financial
data. A copy of the Prospectus is available on the
website of the Unilever Group at www.unilever.com/unification/documents.
It may be unlawful to distribute these materials in certain
jurisdictions. References to information and/or documents that
are available on the Unilever Group's website are included in this
announcement as an aid to their location. Such information or the
contents of any such documents are not incorporated by reference
in, and do not form part of, this announcement.
Citigroup Global Markets Limited ("Citi") is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom. Deutsche
Bank AG ("Deutsche Bank") is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent
of its authorisation and regulation by the Prudential Regulation
Authority, and regulation by the Financial Conduct Authority are
available on request or from
www.db.com/en/content/eu_disclosures.html. UBS AG London Branch
("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by
the Prudential Regulation Authority and subject to regulation by
the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority in the United
Kingdom.
UBS, Deutsche Bank and Citi are acting exclusively for Unilever and
no one else in connection with the matters referred to in this
announcement. In connection with such matters, UBS, Deutsche Bank,
Citi, each of their affiliates, subsidiaries or branches and each
of them or their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.