Unilever PLC
24 March 2004
Release: 0700 Wednesday March 24 2004
UNILEVER TO CONVERT €0.05 N.V. PREFERENCE SHARES DURING Q1 2005
Unilever announced today that it intends to exercise its option to convert its
€0.05 N.V. preference shares into ordinary Unilever N.V. shares during the first
quarter of 2005. The conversion will follow the terms stipulated in the original
information memorandum and in Unilever's Articles of Association.
The conversion will be met out of existing shares and will not involve the issue
of any new shares. The maximum number of ordinary Unilever N.V. shares involved
is 18.9 million.
The preference shares were offered to holders of ordinary Unilever N.V. shares
at the time of the special dividend payment in 1999. Further background,
including details of the terms of the conversion, are given in the note
attached.
The decision to convert reflects the current ordinary Unilever N.V. share price,
respects the interests of all Unilever shareholders, and is consistent with the
conditions of the original issue.
The conversion timing takes into account fiscal considerations reflecting
changes to Dutch taxation in recent years and allows for the purchase of
ordinary N.V. shares from the market to the extent that this is required for the
conversion.
Unilever will discuss with Euronext an extension of the listing of the
preference shares beyond 31 December 2004 and until the conversion.
Following conversion, the preference shares will retain a €0.05 residual
notional value, which Unilever intends to redeem for cash in 2005, subject to
approval at the 2005 AGM of Unilever N.V.
The normal preference dividend will accrue up to the date of conversion and
thereafter will accrue on the residual notional value until its redemption.
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Background to the €0.05 N.V. Preference Shares
The preference shares were issued on 9 June 1999 as part of a special dividend
of €6.58 per ordinary share. They were offered to holders of ordinary Unilever
N.V. shares or depositary receipts for ordinary Unilever N.V. shares as an
alternative to a cash payment. The preference shares are listed on Euronext
Amsterdam. The formal nominal value of the preference shares is NLG 0.10, which
is represented in euros as €0.05. (* See below)
The terms of the preference shares were set out in the original information
memorandum which is available on the Unilever web site. These terms, which
followed an agreement with the Dutch tax authorities, are:
•Unilever agreed not to buy back the preference shares before 9 June 2004.
•After 9 June 2004, Unilever has the option to convert €6.53 of the
notional value (€6.58) of the preference shares into ordinary Unilever N.V.
shares with a nominal value of €0.51 each. The terms of conversion are set
out in Unilever's Articles of Association and are as follows:
Each €0.05 cent preference share entitles the holder to a number of scrips
of ordinary shares determined by the formula: 6.53 divided by 1/112 x P,
where P is the weighted average share price in euros of an ordinary Unilever
N.V. share on the last trading day before the day of conversion. The number
of scrips is limited to a maximum of 10 per preference share. A number of
112 scrips will be converted automatically into 1 Unilever N.V. ordinary
share.
Put briefly, this means that if the ordinary Unilever N.V. share price at
the time of conversion is €73.18 or higher, the maximum value that could be
received upon conversion is € 6.58 (€6.53 + € 0.05 remaining notional
value). At a lower N.V. share price, a lower value would be received because
of the maximum of 10 scrips which can be obtained for each preference share.
After conversion the preference shares could be redeemed by repayment of the
residual value of €0.05.
These terms ensured that the preference shares were subject to market risk, and
thus met the conditions of the Dutch tax authority.
Unilever said at the time of issue that it expected to exercise the conversion
right if any preference shares remained outstanding after 1 December 2004.
Further information, including the original information memorandum, is available
at: www.unilever.com/investorcentre/shareholderinformation/nvshares
* The euro amounts shown above are representations in euros on the basis of
Article 67c Book 2 of the Dutch Civil Code, rounded to two decimal places, of
underlying Dutch guilders, as these have not been converted into euros in
Unilever's Articles of Association.
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March 24 2004
This information is provided by RNS
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