Unilever PLC Prospectus
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This document comprises a prospectus (the “Prospectus”) relating to Unilever PLC (the “Company”) prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”). The Prospectus has been filed with, and approved by, the FCA and has been made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules. Certain terms used in this Prospectus, including all capitalised terms and certain technical and other terms, are defined and explained in Part XIII: “Definitions”. This Prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129; such approval should not be considered as an endorsement of the Company that is, or the quality of the securities that are, the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. Unilever PLC has requested the FCA to notify its approval in accordance with article 25 of the Prospectus Regulation to the competent authority in the Netherlands, the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, “the AFM”), with a certificate of approval attesting that this Prospectus has been prepared in accordance with the Prospectus Regulation. This Prospectus has been prepared in order to provide details of the PLC Shares, including the New PLC Shares to be issued and allotted, pursuant to Unification, on the assumption that Unification will become effective as proposed. The PLC Directors, whose names appear on page 50 of this Prospectus, and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the PLC Directors, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. The distribution of this Prospectus in certain jurisdictions other than the UK and the Netherlands may be restricted by law. No action has been or will be taken by the Company or UBS AG London Branch (“UBS”) to distribute this Prospectus (or any other publicity materials relating to the PLC Shares, including the New PLC Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus nor any advertisement nor any other publicity material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should read the entire Prospectus and, in particular, investors are advised to examine all the risks that might be relevant in connection with an investment in the PLC Shares. See Part II: “Risk Factors” for a discussion of certain risks and other factors that should be considered prior to any investment in the PLC Shares, including the New PLC Shares. UNILEVER PLC (incorporated and registered in England and Wales with registered number 00041424) Prospectus (i) Admission of up to 1,460,714,804 New PLC Shares of 3¹/₉ pence each to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange; and (ii) Admission to trading of up to 2,629,245,454 PLC Shares, including the New PLC Shares, on Euronext in Amsterdam The Existing PLC Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange’s main market for listed securities. Applications will be made to: (i) the FCA for the New PLC Shares to be admitted to the premium segment of the Official List of the FCA (the “Official List”); (ii) the London Stock Exchange plc (the “London Stock Exchange”) for the New PLC Shares to be admitted to trading on its main market for listed securities; and (iii) Euronext Amsterdam for the PLC Shares, including the New PLC Shares, to be admitted to listing and trading on Euronext in Amsterdam (together, “Admission”). Application will also be made to the NYSE for the New PLC ADSs to be admitted to listing and trading on the NYSE. It is expected that, subject to the satisfaction or waiver (if capable of waiver) of certain Unification Conditions (including approval of the completion of the Unification by the UK High Court but not including those Unification Conditions which relate to Admission): (i) the New PLC Shares will be admitted to listing on the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange on 23 November 2020; and (ii) the PLC Shares, including the New PLC Shares, will be admitted to listing and trading on Euronext in Amsterdam on 23 November 2020. The New PLC ADSs will be admitted to listing and trading on the NYSE on 23 November 2020. Dealings in the New PLC Shares are expected to commence on the main market of the London Stock Exchange by 8.00 a.m. (London time) on 23 November 2020. Conditional dealings in the PLC Shares, including the New PLC Shares, are expected to commence on Euronext in Amsterdam by 9.00 a.m. (Amsterdam time) on 23 November 2020. Unconditional dealings in the PLC Shares on Euronext in Amsterdam are expected to commence on 25 November 2020. Dealings in the New PLC ADSs are expected to commence on the NYSE by 8.30 a.m. (New York time) on 23 November. If any of the stated times and/or dates change, the revised times and/or dates will be announced via a Regulatory Information Service. No application has been or is currently intended to be made for the PLC Shares, including the New PLC Shares, to be admitted to listing or trading on any other exchange. The New PLC Shares will be issued and credited as fully paid and will rank pari passu in all respects with the Existing PLC Shares, including in relation to the right to receive notice of, and to attend and vote at, general meetings of the Company, the right to receive and retain any dividends and other distributions declared, made or paid by reference to a record date falling on or after the CBM Effective Date and to participate in the assets of the Company upon a winding-up of the Company. Investors should only rely on the information contained in this Prospectus. No person has been authorised to give any information or make any representation other than those contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the PLC Directors, UBS or any other person involved in the Unification. In particular, unless otherwise stated, the contents of the Unilever Group’s website, the contents of any website accessible from hyperlinks on such website or any other website referred to in this Prospectus do not form part of this Prospectus and investors should not rely on them. Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and Rule 3.4.1 of the Prospectus Regulation Rules, neither the delivery of this Prospectus nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Unilever Group since the date of this Prospectus or that the information in it is correct as of any time after the date of this Prospectus. The Company will comply with its obligation to publish supplementary prospectuses containing further updated information as required by law or by a regulatory authority and, in particular, its obligations under the Prospectus Regulation Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules (as appropriate) but assumes no further obligation to publish additional information. This Prospectus is not for distribution into the United States. This Prospectus does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, any shares to any person in any jurisdiction. The New PLC Shares, including New PLC Shares represented by New PLC ADSs, have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The New PLC Shares, including the New PLC Shares represented by New PLC ADSs, will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (“Section 3(a)(10)”). UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the UK. UBS is acting exclusively as sponsor and financial adviser for the Company and NV and no one else in connection with Unification, Admission and other matters referred to in this Prospectus. UBS is not, and will not be, responsible to anyone other than the Company and NV for providing the protections afforded to its clients or for providing advice in relation to Unification, the contents of this Prospectus or any other matters referred to in this Prospectus and will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to Unification, the contents of this Prospectus or any matter referred to in this Prospectus.