Unilever PLC 6-K, filed Oct 27, 2020
Unilever PLC (UL)
6-K
2020-10-27
For: 2020-10-27
View Original
Added on
April 09, 2026
About this 6-K
Unilever PLC filed this 6-K on October 27, 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:
27 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 27
October 2020
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Unification of Corporate Structure – Update
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Exhibit
99
Unification of Unilever's Corporate Structure - Update
London/Rotterdam, 27 October 2020
Unilever announces that, following Board meetings held earlier
today, the Boards intend to proceed with their Unification
proposals and to request that the UK High Court approves the
Cross-Border Merger at the hearing scheduled to take place on 2
November 2020, with a view to completion of Unification on 29
November 2020.
The Boards consider that Unification is in the best interests of
Unilever, its shareholders and other stakeholders taken as a whole
and will bring significant benefits by:
●
increasing Unilever's strategic flexibility for portfolio
evolution; and
●
removing complexity and further strengthening Unilever's corporate
governance.
The Boards are of the view that unification under Unilever PLC is
the best practical option to achieve these objectives and will
better position Unilever for future success.
In deciding whether to proceed, the Boards have considered many
factors, including the GroenLinks initiative bill, tabled on 9
October 2020, and the related legal advice. It is unclear
when, or indeed if at all, the bill will be enacted, or in what
form. The Boards have received legal advice that an exit tax
assessment issued to either Unilever NV or Unilever PLC based on
the current bill should be annulled on the grounds that it
infringes the Dutch UK Tax Treaty, other Dutch tax treaties with
states in which shareholders reside, primary and secondary EU law
and the First Protocol to the European Convention on Human
Rights.
The Court hearing to approve the Cross-Border Merger is scheduled
to take place on 2 November 2020, and the time of the hearing will
be announced by the Court the business day before the hearing. The
Directors intend to request the Court to order that the
Cross-Border Merger becomes effective on 29 November 2020, with any
such condition as the Court may permit to protect the interests of
the company, its shareholders and other stakeholders as a whole
prior to such date. Shareholders of both PLC and NV have the
opportunity to attend and to be heard at this hearing, which is
expected to be held by electronic means. If a shareholder wishes to
attend or make representations at the Court hearing they can
register their interest in advance via
shareholder.services@unilever.com, and Unilever will provide
further details once this information is made available by the
Court. Alternatively, shareholders can contact the Court's listing
office via chanceryjudgeslisting@justice.gov.uk.
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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 contains inside information. This is a public
announcement pursuant to Article 17 paragraph 1 of the European
Market Abuse Regulation (596/2014).
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 published by
Unilever PLC on 10 August 2020 (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.