Unilever simplifies its corporate structure
11 Sep 2018 --- On 15 March 2018, Unilever announced the next steps in its transformation into a more straightforward, more agile and more focused business. As a result, the company has published the prospectus for New Unilever NV and the shareholder documentation relating to simplification.
This includes the proposal to simplify Unilever’s parent company structure from two legal entities, NV and PLC, into a single holding company (New Unilever NV), incorporated in the Netherlands and to be listed in London, Amsterdam and, in the form of American depositary shares, New York, according to the company.
Effecting simplification
Simplification of the current NV and PLC parent companies under New Unilever NV will be achieved through a combined process involving a UK scheme of arrangement (the UK Scheme) for PLC and a Dutch statutory legal merger for NV (the Dutch Merger).
One ordinary share in the capital of New Unilever NV will be issued for each NV ordinary share and each PLC ordinary share, resulting in shareholders receiving shares in the capital of New Unilever NV that represent an equivalent economic interest.
The proposed simplification is subject to certain conditions, including the approval of shareholders in NV and PLC and relevant regulatory consents. The Executive of the UK Takeover Panel has confirmed that the UK Takeover Code will not apply to the simplification transaction.
Proposed timetable
The NV shareholder and depositary receipt holder meetings will take place in Rotterdam on Thursday, 25 October 2018 and the PLC shareholder meetings will take place in London on Friday, 26 October 2018. The expected last day of trading in NV and PLC shares will be Friday, 21 December 2018. Simplification is expected to complete over the weekend of 22 and 23 December 2018, with dealings in New Unilever NV shares commencing on Monday, 24 December 2018.
Publication of documentation
PLC has today published a scheme document which sets out the full terms and conditions of the UK Scheme (the Scheme Document) and which includes the notices of the PLC shareholder meetings and details of the action to be taken by PLC shareholders. NV has today (11 Sep) published a shareholder circular, merger proposal and notice for the NV shareholders meeting, which documents set out further information concerning simplification, including the Dutch Merger, and details of the actions to be taken by NV shareholders and depositary receipt holders. The NV Trust Office has today published the notice for the depositary receipt holder meeting to approve the termination of the depositary receipt structure.
In addition, New Unilever NV has: (i) published a prospectus in relation to the proposed listing of the New Unilever NV shares on the London Stock Exchange and Euronext Amsterdam (the EU Prospectus) which has been approved by the Dutch Authority for the Financial Markets and which has been notified to the competent authority in the UK, the Financial Conduct Authority, for passporting; and (ii) filed a prospectus with the Securities Exchange Commission in the US (the US Prospectus) which is incorporated in the EU Prospectus by reference.
