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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/13/20 Unilever NV F-3ASR 8/13/20 7:2.3M Toppan Merrill/FA Unilever plc Unilever Capital Corp. Unilever United States Inc. |
Document/Exhibit Description Pages Size 1: F-3ASR Automatic Shelf Registration Statement by a HTML 312K Well-Known Foreign Issuer 2: EX-5.A Opinion of Counsel re: Legality HTML 14K 3: EX-5.B Opinion of Counsel re: Legality HTML 24K 4: EX-5.C Opinion of Counsel re: Legality HTML 49K 5: EX-23.A Consent of Expert or Counsel HTML 9K 6: EX-23.B Consent of Expert or Counsel HTML 9K 7: EX-25 Statement of Eligibility to Act as a Trustee HTML 35K
tm2027199-1_f3asr - none - 4.1745375s |
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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) |
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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)
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
|
| | |
Amount to be
registered |
| | |
Proposed maximum
offering price per unit |
| | |
Proposed maximum
aggregate offering price |
| | |
Amount of
registration fee |
| ||||||
Guaranteed Debt Securities
|
| | | | | | | | | | | |
|
(1
)
|
| | | | |
|
(1
)
|
| |
Guarantees – Constituting Guarantees of Debt
Securities |
| | | | | | | | | | | |
|
(2
)
|
| | | | |
|
(2
)
|
| |
Ordinary Shares, €0.16 par value of
Unilever N.V.(3) |
| | | | | | | | | | | | | | | | | | | | | | |
| | |
Page
|
| |||
| | | | 2 | | | |
| | | | 3 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 19 | | | |
| | | | 20 | | | |
| | | | 21 | | | |
| | | | 22 | | | |
| | | | 33 | | | |
| | | | 35 | | | |
| | | | 36 | | | |
| | | | 37 | | | |
| | | | 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 | |
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CBM Exchange Ratio
|
| | the exchange ratio set out in the Common Draft Terms of Merger | |
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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 | |
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Common Draft Terms of Merger
|
| | the common draft terms of merger adopted by the Boards | |
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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) | |
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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 | |
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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 | |
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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 | |
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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 | |
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Registered N.V. NYRS Holders
|
| | N.V. NYRS Holders who hold their N.V. NYRSs in physical certificated form | |
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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 | |
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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 | |
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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 | |
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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 | |
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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” | |
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Unilever N.V. Articles of Association
|
| | the articles of association of Unilever N.V., as may be amended from time to time | |
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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 | |
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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 | |
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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 | |
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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 | |
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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 | |
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Withdrawing Shareholders
|
| | Unilever N.V. Shareholders and N.V. NYRS Holders who vote against Unification at the Unilever N.V. EGM and who do not wish to hold Unilever PLC Shares or PLC ADSs (as applicable) (any such holder being a “Withdrawing Shareholder”) | |
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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 | |
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Name
|
| |
Title
|
|
|
|
| | (Director and Chairman of Unilever N.V. and Unilever PLC) | |
|
/s/ Alan Jope
|
| | (Director and Chief Executive Officer of Unilever N.V. and Unilever PLC) | |
|
/s/ Graeme Pitkethly
|
| | (Director and Chief Financial Officer of Unilever N.V. and Unilever PLC) | |
|
/s/ Lysanne Gray
|
| | (Controller of Unilever N.V. and Unilever PLC) | |
|
/s/ Andrea Jung
|
| | (Director of Unilever N.V. and Unilever PLC) | |
|
/s/ Laura Cha
|
| | (Director of Unilever N.V. and Unilever PLC) | |
|
/s/ Vittorio Colao
|
| | (Director of Unilever N.V. and Unilever PLC) | |
|
/s/ Judith Hartmann
|
| | (Director of Unilever N.V. and Unilever PLC) | |
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/s/ Susan Kilsby
|
| | (Director of Unilever N.V. and Unilever PLC) | |
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/s/ Strive Masiyiwa
|
| | (Director of Unilever N.V. and Unilever PLC) | |
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/s/ Youngme Moon
|
| | (Vice-Chairman and Senior Independent Director of Unilever N.V. and Unilever PLC) | |
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/s/ John Rishton
|
| | (Director of Unilever N.V. and Unilever PLC) | |
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/s/ Feike Sijbesma
|
| | (Director of Unilever N.V. and Unilever PLC) | |
|
/s/ Fabian Garcia
|
| | (Director and President) | |
|
/s/ Eric Tiziani
|
| | (Vice President — Finance, Chief Financial Officer and Treasurer) | |
|
/s/ Eric Tiziani
|
| | (Vice President — Finance, Chief Financial Officer & Treasurer) | |
|
/s/ David Schwartz
|
| | (Vice President and Assistant Secretary) | |
This ‘F-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/27/21 | ||||
11/23/20 | ||||
11/22/20 | ||||
10/30/20 | ||||
10/12/20 | ||||
9/21/20 | ||||
Filed on / Effective on: | 8/13/20 | |||
8/10/20 | 6-K | |||
8/4/20 | 6-K | |||
7/10/20 | ||||
6/11/20 | 6-K | |||
12/31/19 | 20-F, SD | |||
10/1/19 | 6-K | |||
8/30/19 | ||||
12/31/18 | 20-F, SD | |||
1/1/18 | ||||
9/22/14 | ||||
4/5/12 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/30/20 Unilever NV POS AM 2:82K Toppan Merrill/FA |