Unilever PLC F-3ASR, filed Aug 13, 2020

Unilever PLC (UL)

F-3ASR 2020-08-13

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	UNILEVER N.V. (Exact name of Registrant as specified in its charter) THE NETHERLANDS (State of other jurisdiction of incorporation or organization) None (I.R.S.) Employer Identification Number) WEENA 455 3013 AL Rotterdam The Netherlands Tel. No.: 011-31-10-217-4000 (Address and telephone number of Registrant’s principal executive offices)			UNILEVER PLC (Exact name of Registrant as specified in its charter) ENGLAND (State of other jurisdiction of incorporation or organization) None (I.R.S.) Employer Identification Number) UNILEVER HOUSE 100 VICTORIA EMBANKMENT BLACKFRIARS London EC4Y 0DY, England Tel. No.: 011-44-20-7822-5252 (Address and telephone number of Registrant’s principal executive offices)
	UNILEVER UNITED STATES, INC. (Exact name of Registrant as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 13-2915928 (I.R.S.) Employer Identification Number) 700 Sylvan Avenue Englewood Cliffs, New Jersey 07632 Tel. No.: (201) 894-7135 (Address and telephone number of Registrant’s principal executive offices)			UNILEVER CAPITAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 13-3153661 (I.R.S.) Employer Identification Number) 700 Sylvan Avenue Englewood Cliffs, New Jersey 07632 Tel. No.: (201) 894-7135 (Address and telephone number of Registrant’s principal executive offices)

	Page
ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS		2
WHERE YOU CAN FIND MORE INFORMATION ABOUT US		3
FORWARD-LOOKING AND CAUTIONARY STATEMENTS		4
UNILEVER GROUP		5
UNILEVER CAPITAL CORPORATION		19
UNILEVER UNITED STATES, INC.		20
USE OF PROCEEDS		21
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES		22
PLAN OF DISTRIBUTION		33
LEGAL MATTERS		35
EXPERTS		36
GLOSSARY OF SELECTED TERMS		37
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-1

	Eric Tiziani			Vice President — Finance, Chief Financial Officer and Treasurer
	David Schwartz			Vice President and Assistant Secretary

	Fabian Garcia			President
	Eric Tiziani			Vice President — Finance, Chief Financial Officer and Treasurer

	Admission			as the context requires: (i) the admission of the New PLC Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities; and/or (ii) the admission to trading of the Unilever PLC Shares, including the New PLC Shares, on Euronext in Amsterdam
	Amended Unilever N.V. Articles			the amended articles of association of N.V. proposed for adoption by the general meeting of Unilever N.V. Shareholders, holders of N.V. Special Shares and N.V. NYRS Holders at the N.V. EGM
	Amended Unilever PLC Articles			the amended articles of association of Unilever PLC proposed for approval by PLC Shareholders at the Unilever PLC General Meeting
	Amended Unilever PLC Articles			the articles of association of the Unilever PLC, as may be amended from time to time
	Board			the board of directors of Unilever PLC and/or Unilever N.V. (as the context requires) and, together, the “Boards”
	Cash Compensation			compensation in cash to be paid to a Withdrawing Shareholder in respect of those N.V. Ordinary Shares and N.V. NYRSs which will be converted into N.V. Ordinary B Shares and subsequently cancelled in relation to any N.V. Exit Share of such Withdrawing Shareholder
	Cash Compensation Funding Shares			the New PLC Shares, equal to the number of Unilever N.V. Exit Shares, to be issued after the CBM Effective Date in an offering in order to realise the cash proceeds required to fund the Cash Compensation
	CBM Effective Date			the date (and, where relevant, time) the Cross-Border Merger becomes effective as fixed by the order of the UK High Court approving the Cross-Border Merger
	CBM Exchange Ratio			the exchange ratio set out in the Common Draft Terms of Merger
	Clearances			as defined in the Unification Agreement, all consents, clearances, confirmations, permissions and waivers that are required to be obtained, all filings that are required to be made and all waiting periods that may need to have expired, from or under the laws, regulations or practices applied by any tax, regulatory or other relevant authority in connection with the implementation of Unification
	Common Draft Terms of Merger			the common draft terms of merger adopted by the Boards
	Cross-Border Merger or CBM			the cross-border merger between the Unilever PLC and Unilever N.V. being a “merger by absorption” for the purposes of the UK Cross-Border Merger Regulations and the Dutch Civil Code on the terms set out in the Common Draft Terms of Merger

	Directors’ Remuneration Policy			the approved remuneration policy of the Unilever PLC and or/Unilever N.V. (as defined in section 226B(2) of the Companies Act 2006 or section 2:135 Dutch Civil Code, as applicable)
	Form F-6			the registration statement on Form F-6 registering the New PLC ADSs issuable upon deposit of New PLC Shares with Deutsche Bank Trust Company Americas in its capacity as depositary, together with any amendments, supplements and exhibits thereto
	Indirect N.V. NYRS Holders			the N.V. NYRS Holders who hold their N.V. NYRSs in book-entry form through a bank, broker or other DTC participant
	N.V. Ordinary Shares			the ordinary shares, each with a par value of €0.16, in the capital of Unilever N.V. excluding Unilever N.V. NYRS
	N.V. Special Shares			the ordinary shares, each with a par value of €428.57, in the capital of Unilever N.V. numbered 1 up to and including 2,400
	New PLC ADSs			the PLC ADSs proposed to be issued, credited as fully paid, pursuant to the Cross-Border Merger
	New PLC Shares			the: (i) Unilever PLC Shares proposed to be issued, credited as fully paid, pursuant to the Cross-Border Merger; and (ii) any Cash Compensation Funding Shares, if applicable, for the purposes of Admission only
	PLC ADS Holders			a holder of PLC ADSs
	PLC ADSs			American depositary shares of the Unilever PLC each representing one Unilever PLC Share
	Prospectus			the Prospectus approved by the FCA and published on August 10, 2020 as a prospectus prepared in accordance with the Prospectus Regulation Rules made under section 73A of FSMA
	Registered N.V. NYRS Holders			N.V. NYRS Holders who hold their N.V. NYRSs in physical certificated form
	Shareholders			collectively, the Unilever PLC Shareholders, the Unilever N.V. Shareholders, the PLC ADS Holders and the N.V. NYRS Holders
	Subsidiary			has the meaning given to it in section 1159 of the Companies Act 2006
	UK Corporate Governance Code			UK Corporate Governance Code published in July 2018 by the Financial Reporting Council, as amended from time to time
	UK Cross-Border Mergers Regulations			the Companies (Cross-Border Mergers) Regulations 2007 (SI 2007/2974), as amended
	UK Takeover Code			the City Code on Takeovers and Mergers, issued by the Panel on Takeovers and Mergers
	Unification			the Cross-Border Merger and the related implementation steps pursuant to which the Unilever PLC will become the sole parent company of the Unilever Group
	Unification Agreement			the agreement dated August 10, 2020 between the Unilever PLC and Unilever N.V. setting out certain mutual commitments in relation to Unification

	Unification Conditions			the conditions to Unification as set out in the Unification Agreement and in the section entitled “Unilever Group — Unification Proposal — The Unification Agreement and Unification Conditions — Conditions and clearances”
	Unilever N.V. Articles of Association			the articles of association of Unilever N.V., as may be amended from time to time
	Unilever N.V. EGM			the extraordinary general meeting of Unilever N.V. to be held on September 21, 2020 in order to, among other things, approve Unification, including the Cross-Border Merger, and any adjournment of such meeting
	Unilever N.V. Exit Shares			Unilever N.V. Shares or N.V. NYRSs (as applicable) for which Unilever N.V. Shareholders and N.V. NYRS Holders have exercised their rights under the withdrawal mechanism provided for Withdrawing Shareholders
	Unilever N.V. NYRS Holders			the holders of Unilever N.V. NYRSs
	Unilever N.V. NYRSs			the ordinary shares, each with a par value of €0.16, in the capital of Unilever N.V., held in New York registry form
	Unilever N.V. Ordinary Shareholders			the holders of Unilever N.V. Ordinary Shares
	Unilever N.V. Overseas Shareholders			Unilever N.V. Shareholders or Unilever N.V. NYRS Holders with a registered address in, or who are citizens, residents or nationals of or located in jurisdictions, outside the United Kingdom, United States or The Netherlands or whom the Unilever PLC and Unilever N.V. reasonably believe to be citizens, residents or nationals of or located in jurisdictions outside the United Kingdom, United States or The Netherlands
	Unilever N.V. Shareholders			the holders of Unilever N.V. Shares (any such holder being a “Unilever N.V. Shareholder”)
	Unilever N.V. Shares			Unilever N.V. Ordinary Shares
	Unilever PLC Court Meeting			the meeting of the Unilever PLC Shareholders to be held at 2:30 p.m. (London time) on October 12, 2020, convened pursuant to an order of the UK High Court for the purposes of considering and, if thought fit, approving the Cross-Border Merger, including any adjournment thereof
	Unilever PLC Deferred Shares			the deferred shares of £1.00 each in the capital of the Unilever PLC
	Unilever PLC Directors			the Executive Directors and the Non-Executive Directors
	Unilever PLC General Meeting			the meeting of the Unilever PLC Shareholders to be held at 2:45 p.m. (London time) on October 12, 2020, for the purposes of considering and, if thought fit, passing the Unilever PLC Special Resolution, including any adjournment thereof
	Unilever PLC Meetings			the Unilever PLC Court Meeting and the Unilever PLC General Meeting (each being a “Unilever PLC Meeting”)
	Unilever PLC Shareholders			the holders of the Unilever PLC Shares from time to time (any such holder being a “Unilever PLC Shareholder”)
	Unilever PLC Shares			the ordinary shares of 31∕9 pence each in the capital of the Unilever PLC from time to time
	Unilever PLC Special Resolution			the special resolution to be proposed at the Unilever PLC General Meeting

	Exhibit Number			Description of Exhibits
	1			— Form of Underwriting Agreement for Guaranteed Debt Securities, previously filed as Exhibit 1 to Registration Statement No. 333-155427, which Form of Underwriting Agreement is incorporated by reference herein.
	4(a)			— Amended and Restated Indenture dated as of September 22, 2014 among Unilever Capital Corporation, Unilever N.V., Unilever PLC, Unilever United States, Inc. and The Bank of New York Mellon, as Trustee, previously filed as Exhibit 4(a) to Registration Statement No. 333-199023, which form of Amended and Restated Indenture is incorporated by reference herein.
	4(b)			— Forms of Debt Securities, previously filed as Exhibit 4(b) to Registration Statement No. 333-155427, which Form of Debt Securities is incorporated by reference herein.
	4(c)			— Forms of Medium Term Notes, previously filed as Exhibit 4.3 to Post-Effective Amendment No. 2 to Registration Statement No. 2-98636, which Forms of Medium Term Notes are incorporated by reference herein.
	5(a)			— Opinion of Linklaters LLP, United States counsel for Unilever N.V., Unilever PLC, UNUS and UCC as to the corporate status of UCC and UNUS and, in the case of UCC, the Indenture and the Debt Securities having been authorized by all necessary corporate action, and in the case of UNUS, the Indenture and the Guarantees having been authorized by all necessary corporate action.
	5(b)			— Opinion of Linklaters LLP, English counsel for Unilever PLC, as to the corporate status of Unilever PLC and as to the Indenture and the Guarantees having been authorized by all necessary corporate action on the part of Unilever PLC.
	5(c)			— Opinion of Linklaters LLP, Dutch counsel for Unilever, N.V. as to the corporate status of Unilever N.V. and as to the Indenture, the Debt Securities and the Guarantees having been authorized by all necessary corporate action on the part of Unilever N.V.
	23(a)			— Consent of KPMG Accountants N.V. and KPMG LLP to Unilever N.V.
	23(b)			— Consent of KPMG Accountants N.V. and KPMG LLP to Unilever PLC.
	23(c)			— Consent of Linklaters LLP. The consent of Linklaters LLP is contained in its opinion filed as Exhibit 5(a).
	23(d)			— Consent of Linklaters LLP. The consent of Linklaters LLP is contained in its opinion filed as Exhibit 5(b).
	23(e)			— Consent of Linklaters LLP. The consent of Linklaters LLP is contained in its opinion filed as Exhibit 5(c).
	25			— Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon for the Amended and Restated Indenture dated as of September 22, 2014

Exhibit Number			Description of Exhibits
1			—Form of Underwriting Agreement for Guaranteed Debt Securities, previously filed as Exhibit 1 to Registration Statement No. 333-155427, which Form of Underwriting Agreement is incorporated by reference herein.
4(a)			—Amended and Restated Indenture dated as of September 22, 2014 among Unilever Capital Corporation, Unilever N.V., Unilever PLC, Unilever United States, Inc. and The Bank of New York Mellon, as Trustee, previously filed as Exhibit 4(a) to Registration Statement No. 333-199023, which form of Amended and Restated Indenture is incorporated by reference herein.
4(b)			—Forms of Debt Securities, previously filed as Exhibit 4(b) to Registration Statement No. 333-155427, which Form of Debt Securities is incorporated by reference herein.
4(c)			—Forms of Medium Term Notes, previously filed as Exhibit 4.3 to Post-Effective Amendment No. 2 to Registration Statement No. 2-98636, which Forms of Medium Term Notes are incorporated by reference herein.
5(a)			—Opinion of Linklaters LLP, United States counsel for Unilever N.V., Unilever PLC, UNUS and UCC as to the corporate status of UCC and UNUS and, in the case of UCC, the Indenture and the Debt Securities having been authorized by all necessary corporate action, and in the case of UNUS, the Indenture and the Guarantees having been authorized by all necessary corporate action.
5(b)			—Opinion of Linklaters LLP, English counsel for Unilever PLC, as to the corporate status of Unilever PLC and as to the Indenture and the Guarantees having been authorized by all necessary corporate action on the part of Unilever PLC.
5(c)			—Opinion of Linklaters LLP, Dutch counsel for Unilever, N.V. as to the corporate status of Unilever N.V. and as to the Indenture, the Debt Securities and the Guarantees having been authorized by all necessary corporate action on the part of Unilever N.V.
23(a)			—Consent of KPMG Accountants N.V. and KPMG LLP to Unilever N.V.
23(b)			—Consent of KPMG Accountants N.V. and KPMG LLP to Unilever PLC.
23(c)			—Consent of Linklaters LLP. The consent of Linklaters LLP is contained in its opinion filed as Exhibit 5(a).
23(d)			—Consent of Linklaters LLP. The consent of Linklaters LLP is contained in its opinion filed as Exhibit 5(b).
23(e)			—Consent of Linklaters LLP. The consent of Linklaters LLP is contained in its opinion filed as Exhibit 5(c).
25			—Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon for the Amended and Restated Indenture dated as of September 22, 2014.

	Name			Title
	/s/ Nils Smedegaard Andersen Nils Smedegaard Andersen			(Director and Chairman of Unilever N.V. and Unilever PLC)
	/s/ Alan Jope Alan Jope			(Director and Chief Executive Officer of Unilever N.V. and Unilever PLC)
	/s/ Graeme Pitkethly Graeme Pitkethly			(Director and Chief Financial Officer of Unilever N.V. and Unilever PLC)
	/s/ Lysanne Gray Lysanne Gray			(Controller of Unilever N.V. and Unilever PLC)
	/s/ Andrea Jung Andrea Jung			(Director of Unilever N.V. and Unilever PLC)
	/s/ Laura Cha Laura Cha			(Director of Unilever N.V. and Unilever PLC)
	/s/ Vittorio Colao Vittorio Colao			(Director of Unilever N.V. and Unilever PLC)
	/s/ Judith Hartmann Judith Hartmann			(Director of Unilever N.V. and Unilever PLC)
	/s/ Susan Kilsby Susan Kilsby			(Director of Unilever N.V. and Unilever PLC)
	/s/ Strive Masiyiwa Strive Masiyiwa			(Director of Unilever N.V. and Unilever PLC)
	/s/ Youngme Moon Youngme Moon			(Vice-Chairman and Senior Independent Director of Unilever N.V. and Unilever PLC)
	/s/ John Rishton John Rishton			(Director of Unilever N.V. and Unilever PLC)
	/s/ Feike Sijbesma Feike Sijbesma			(Director of Unilever N.V. and Unilever PLC)

	/s/ Fabian Garcia Fabian Garcia			(Director and President)
	/s/ Eric Tiziani Eric Tiziani			(Vice President — Finance, Chief Financial Officer and Treasurer)

	/s/ Eric Tiziani Eric Tiziani			(Vice President — Finance, Chief Financial Officer & Treasurer)
	/s/ David Schwartz David Schwartz			(Vice President and Assistant Secretary)

/s/KPMG Accountants N.V.	/s/KPMG LLP

Amsterdam, the Netherlands	London, United Kingdom
13 August 2020	13 August 2020

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)

240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

The Netherlands (State or other jurisdiction of incorporation or organization)	None (I.R.S. employer identification no.)
WEENA 455 3013 AL Rotterdam The Netherlands (Address of principal executive offices)	(Zip code)

Name	Address

Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation	550 17^th Street, NW Washington, D.C. 20429

The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

	THE BANK OF NEW YORK MELLON

	By:	/s/ Francine Kincaid
		Name: Francine Kincaid
		Title: Vice President

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,072,000
Interest-bearing balances		165,889,000
Securities:
Held-to-maturity securities		37,050,000
Available-for-sale securities		99,180,000
Equity securities with readily determinable fair values not held for trading		56,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		13,340,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		32,279,000
LESS: Allowance for loan and lease losses		124,000
Loans and leases held for investment, net of allowance		32,155,000
Trading assets		6,612,000
Premises and fixed assets (including capitalized leases)		2,967,000
Other real estate owned		1,000
Investments in unconsolidated subsidiaries and associated companies		1,680,000
Direct and indirect investments in real estate ventures		0
Intangible assets:		6,963,000
Other assets		17,072,000
Total assets		387,037,000

LIABILITIES
Deposits:
In domestic offices		207,668,000
Noninterest-bearing		96,706,000
Interest-bearing		110,962,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		130,088,000
Noninterest-bearing		3,997,000
Interest-bearing		126,091,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		524,000
Securities sold under agreements to repurchase		3,654,000
Trading liabilities		5,061,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		3,415,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		9,664,000
Total liabilities		360,074,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		11,489,000
Retained earnings		15,814,000
Accumulated other comprehensive income		-1,475,000
Other equity capital components		0
Total bank equity capital		26,963,000
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		26,963,000
Total liabilities and equity capital		387,037,000

Thomas P. Gibbons
Samuel C. Scott			Directors
Joseph J. Echevarria