DIP - Notice of Separate Meetings

RNS Number : 2582R

Unilever PLC

26 June 2020

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERSARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

UNILEVER N.V.

(incorporated with limited liability in The Netherlands and having its corporate seat in Rotterdam, The Netherlands)

and

UNILEVER PLC

(incorporated with limited liability in England and Wales)

(each, an "Issuer" and together, the " Issuers " )

NOTICE OF SEPARATE MEETINGS

of the holders of the following Notes:

Issuer	Guarantor	ISIN	Description	Principal amount outstanding	Applicable Trust Deed	Applicable Time
DIP Notes
NV	PLC, UNUS	XS1654191623	€500,000,000 0.000 per cent. Notes due July 2021	€500,000,000	2016 Trust Deed	9:30 a.m.
NV	PLC, UNUS	XS1178970106	€750,000,000 0.500 per cent. Notes due February 2022	€750,000,000	2014 Trust Deed	9:35 a.m.
NV	PLC, UNUS	XS1566100977	€600,000,000 0.375 per cent. Notes due February 2023	€600,000,000	2016 Trust Deed	9:40 a.m.
NV	PLC, UNUS	XS1241577490	€500,000,000 1.000 per cent. Notes due June 2023	€500,000,000	2015 Trust Deed	9:45 a.m.
NV	PLC, UNUS	XS1769090728	€500,000,000 0.500 per cent. Notes due August 2023	€500,000,000	2016 Trust Deed	9:50 a.m.
NV	PLC, UNUS	XS1403014936	€500,000,000 0.500 per cent. Notes due April 2024	€500,000,000	2016 Trust Deed	9:55 a.m.
NV	PLC, UNUS	XS2147133495	€1,000,000,000 1.250 per cent. Notes due March 2025	€1,000,000,000	2019 Trust Deed	10:00 a.m.
NV	PLC, UNUS	XS1654192191	€650,000,000 0.875 per cent. Notes due July 2025	€650,000,000	2016 Trust Deed	10:05 a.m.
NV	PLC, UNUS	XS1769090991	€700,000,000 1.125 per cent. Notes due February 2027	€700,000,000	2016 Trust Deed	10:10 a.m.
NV	PLC, UNUS	XS1566101603	€600,000,000 1.000 per cent. Notes due February 2027	€600,000,000	2016 Trust Deed	10:15 a.m.
NV	PLC, UNUS	XS1403015156	€700,000,000 1.125 per cent. Notes due April 2028	€700,000,000	2016 Trust Deed	10:20 a.m.
NV	PLC, UNUS	XS1654192274	€750,000,000 1.375 per cent. Notes due July 2029	€750,000,000	2016 Trust Deed	10:25 a.m.
NV	PLC, UNUS	XS2147133578	€1,000,000,000 1.750 per cent. Notes due March 2030	€1,000,000,000	2019 Trust Deed	10:30 a.m.
NV	PLC, UNUS	XS1769091296	€800,000,000 1.625 per cent. Notes due February 2033	€800,000,000	2016 Trust Deed	10:35 a.m.
PLC	NV, UNUS	XS1560644830	£350,000,000 1.125 per cent. Notes due February 2022	£350,000,000	2016 Trust Deed	10:40 a.m.
PLC	NV, UNUS	XS1684780031	£250,000,000 1.375 per cent. Notes due September 2024	£250,000,000	2016 Trust Deed	10:45 a.m.
PLC	NV, UNUS	XS2008921277	£500,000,000 1.500 per cent. Notes due July 2026	£500,000,000	2019 Trust Deed	10:50 a.m.
PLC	NV, UNUS	XS1684780205	£250,000,000 1.875 per cent. Notes due September 2029	£250,000,000	2016 Trust Deed	10:55 a.m.
PLC	NV, UNUS	XS2008925344	€650,000,000 1.500 per cent. Notes due June 2039	€650,000,000	2019 Trust Deed	11:00 a.m.
Standalone Notes
NV	PLC, UNUS	XS1873208950	€650,000,000 0.500 per cent. Bonds due January 2025	€650,000,000	2025 Bonds Trust Deed	11:05 a.m.
NV	PLC, UNUS	XS1873209172	€650,000,000 1.375 per cent. Bonds due September 2030	€650,000,000	2030 Bonds Trust Deed	11:10 a.m.

(each a "Series" and together the "Notes").

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of, in the case of the DIP Notes, The Eighth Schedule or, in the case of the Standalone Notes, Schedule 3, in each case of the Applicable Trust Deed in respect of each Series (as set out in the table above), separate meetings (each a "Meeting" and together the "Meetings") of the holders of each Series (the "Noteholders") convened by Unilever N.V. ("NV") or Unilever PLC ("PLC") as Issuer, as the case may be, will be held via videoconference on 22 July 2020 at the Applicable Time in respect of each Series (as set out in the table above) for the purpose of considering and, if thought fit, passing the applicable resolution set out below, which will be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with the provisions for the meetings of Noteholders set out, in the case of the DIP Notes, in The Eighth Schedule or, in the case of the Standalone Notes, in Schedule 3, in each case of the Applicable Trust Deed.

Unless the context otherwise requires, capitalised terms used but not defined in this Notice of Meetings shall have the meaning given in the Applicable Trust Deed, the terms and conditions of the Notes of the relevant Series (the "Conditions") or the relevant Extraordinary Resolution, as applicable.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €500,000,000 0.000 PER CENT. NOTES DUE JULY 2021

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding €500,000,000 0.000 per cent. Notes due July 2021 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor thereto) guaranteed by Unilever PLC and Unilever United States, Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated 22 July 1994 as supplemented by the Twenty First Supplemental Trust Deed dated 22 April 2016 (the "Trust Deed") and made between the Issuer, the Guarantors and The Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee"):

1. (subject to paragraph 4 of this Extraordinary Resolution) assents to (i) the substitution of New Bond Sub as "issuer" of the Notes and the release of the Issuer from its obligations under the Notes and the Trust Deed, such substitution to be effected pursuant to the NV Demerger and, to the extent not effected pursuant to the NV Demerger, pursuant to a supplemental trust deed executed as referred to in paragraph 2 of this Extraordinary Resolution (the "IssuerSubstitution"), (ii) the modification of (a) the terms and conditions of the Notes, as set out in The Fourth Schedule to the Trust Deed and as completed by the Final Terms applicable to the Notes dated 27 July 2017 (the "Conditions") and (b) the Trust Deed, to include certain amendments in relation to the Issuer Substitution and Unification as described in the form of supplemental trust deed in Schedule I of the Notice of Meetings and (iii) the waiver of any Default that has arisen or would otherwise arise in respect of the Notes as a result of or in connection with any or all of the NV Demerger, the Unification, the Issuer Substitution or the Cross-Border Merger;

2. (subject to paragraph 4 of this Extraordinary Resolution) authorises, directs, requests and empowers:

(a) the Issuer, the Guarantors, New Bond Sub and the Trustee to execute a supplemental trust deed to effect the substitution and modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form set out in Schedule I of the Notice of Meetings;

(b) the Issuer, the Guarantors and the Trustee to execute a waiver letter to effect the waivers referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form set out in Schedule IV of the Notice of Meetings; and

(c) the Issuer, the Guarantors, New Bond Sub and the Trustee to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in their sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the substitution, modifications and waivers referred to in this Extraordinary Resolution including, without limitation, the execution of any supplemental agency agreement in respect of the Notes, in the form or substantially in the form made available to Noteholders for inspection;

3. (subject to paragraph 4 of this Extraordinary Resolution) sanctions every abrogation, substitution, modification, waiver, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer and the Guarantors whether or not such rights arise under the Conditions, the Trust Deed or otherwise, involved in, resulting from or to be effected by the substitution, amendments or waivers referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

4. discharges, holds harmless, indemnifies and exonerates the Trustee from all liability for which it may have become or may become liable under the Trust Deed in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation, the substitution, modifications and waivers referred to in this Extraordinary Resolution and any act or omission taken in connection with this Extraordinary Resolution or the implementation of the substitution, modifications and waivers referred to herein;

5. waives any claim Noteholders may have against the Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

6. approves that the Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the supplemental trust deed or any other amendments to the Trust Deed or the Conditions, of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof;

7. declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the Consent Solicitation not having been terminated;

(b) the passing of this Extraordinary Resolution;

(d) the occurrence of the NV Demerger Effective Date,

provided that the implementation of the waivers referred to in paragraph 1 of this Extraordinary Resolution shall be conditional only on the passing of this Extraordinary Resolution; and

8. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Common Draft Terms of Merger" means the common draft terms of merger made by the boards of the Issuer and PLC;

"Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to the modification of the Conditions relating to the Notes as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 26 June 2020 prepared by the Issuer in relation to the Consent Solicitation;

"Cross-Border Merger" means the cross-border merger between PLC and the Issuer carried out as a "merger by absorption" for the purposes of the Companies (Cross-Border Mergers) Regulations 2007 (for English law purposes) and the Dutch Civil Code (Burgerlijk Wetboek) (for Dutch law purposes) pursuant to the Common Draft Terms of Merger;

"Default" has the meaning given to such term in the Conditions;

"New BondSub" means a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to be incorporated under the laws of The Netherlands and to have its corporate seat in The Netherlands and to be registered with the Dutch Trade Register of the Chamber of Commerce;

"Notice of Meetings" means the notice convening the meeting of the Noteholders dated 26 June 2020;

"NV Demerger" means the Dutch legal demerger pursuant to which New Bond Sub will be incorporated and the Notes will become obligations of New Bond Sub;

"NV Demerger Effective Date" means the date (and, where relevant, time) on which the NV Demerger becomes effective in accordance with Dutch law, being the day after the execution of the demerger deed in respect of the NV Demerger by a Dutch civil law notary;

"PLC" means Unilever PLC;

"Shareholder Resolutions" means the resolutions of the Issuer's shareholders and PLC shareholders to approve the Cross-Border Merger, the NV Demerger and certain other steps relating to Unification;

"Unification" means the Cross-Border Merger and the other implementation steps related thereto pursuant to which PLC will become the sole parent company of the Unilever Group; and

"Unilever Group" means (i) prior to the implementation of Unification, the Issuer, PLC and their respective group companies (being those companies required to be consolidated in accordance with Netherlands and United Kingdom legislative requirements relating to consolidated accounts) and (ii) on and following the implementation of Unification, PLC and its group companies (being those companies required to be consolidated in accordance with United Kingdom legislative requirements relating to consolidated accounts)."

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €750,000,000 0.500 PER CENT. NOTES DUE FEBRUARY 2022

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding €750,000,000 0.500 per cent. Notes due February 2022 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor thereto) guaranteed by Unilever PLC and Unilever United States, Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated 22 July 1994 as supplemented by the Nineteenth Supplemental Trust Deed dated 2 May 2014 (the "Trust Deed") and made between the Issuer, the Guarantors and The Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee"):

1. (subject to paragraph 4 of this Extraordinary Resolution) assents to (i) the substitution of New Bond Sub as "issuer" of the Notes and the release of the Issuer from its obligations under the Notes and the Trust Deed, such substitution to be effected pursuant to the NV Demerger and, to the extent not effected pursuant to the NV Demerger, pursuant to a supplemental trust deed executed as referred to in paragraph 2 of this Extraordinary Resolution (the "Issuer Substitution"), (ii) the modification of (a) the terms and conditions of the Notes, as set out in The Fourth Schedule to the Trust Deed and as completed by the Final Terms applicable to the Notes dated 30 January 2015 (the "Conditions") and (b) the Trust Deed, to include certain amendments in relation to the Issuer Substitution and Unification as described in the form of supplemental trust deed in Schedule I of the Notice of Meetings and (iii) the waiver of any Default that has arisen or would otherwise arise in respect of the Notes as a result of or in connection with any or all of the NV Demerger, the Unification, the Issuer Substitution or the Cross-Border Merger;

2. (subject to paragraph 4 of this Extraordinary Resolution) authorises, directs, requests and empowers:

7. declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the Consent Solicitation not having been terminated;

(b) the passing of this Extraordinary Resolution;

(d) the occurrence of the NV Demerger Effective Date,

provided that the implementation of the waivers referred to in paragraph 1 of this Extraordinary Resolution shall be conditional only on the passing of this Extraordinary Resolution; and

8. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Common Draft Terms of Merger" means the common draft terms of merger made by the boards of the Issuer and PLC;

"Consent SolicitationMemorandum" means the consent solicitation memorandum dated 26 June 2020 prepared by the Issuer in relation to the Consent Solicitation;

"Default" has the meaning given to such term in the Conditions; "New Bond Sub" means a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to be incorporated under the laws of The Netherlands and to have its corporate seat in The Netherlands and to be registered with the Dutch Trade Register of the Chamber of Commerce;

"Notice of Meetings" means the notice convening the meeting of the Noteholders dated 26 June 2020;

"NV Demerger" means the Dutch legal demerger pursuant to which New Bond Sub will be incorporated and the Notes will become obligations of New Bond Sub;

"PLC" means Unilever PLC;

"Shareholder Resolutions" means the resolutions of the Issuer's shareholders and PLC shareholders to approve the Cross-Border Merger, the NV Demerger and certain other steps relating to Unification;

"Unification" means the Cross-Border Merger and the other implementation steps related thereto pursuant to which PLC will become the sole parent company of the Unilever Group; and

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €600,000,000 0.375 PER CENT. NOTES DUE FEBRUARY 2023

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding €600,000,000 0.375 per cent. Notes due February 2023 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor thereto) guaranteed by Unilever PLC and Unilever United States, Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated 22 July 1994 as supplemented by the Twenty First Supplemental Trust Deed dated 22 April 2016 (the "Trust Deed") and made between the Issuer, the Guarantors and The Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee"):

1. (subject to paragraph 4 of this Extraordinary Resolution) assents to (i) the substitution of New Bond Sub as "issuer" of the Notes and the release of the Issuer from its obligations under the Notes and the Trust Deed, such substitution to be effected pursuant to the NV Demerger and, to the extent not effected pursuant to the NV Demerger, pursuant to a supplemental trust deed executed as referred to in paragraph 2 of this Extraordinary Resolution (the "Issuer Substitution"), (ii) the modification of (a) the terms and conditions of the Notes, as set out in The Fourth Schedule to the Trust Deed and as completed by the Final Terms applicable to the Notes dated 10 February 2017 (the "Conditions") and (b) the Trust Deed, to include certain amendments in relation to the Issuer Substitution and Unification as described in the form of supplemental trust deed in Schedule I of the Notice of Meetings and (iii) the waiver of any Default that has arisen or would otherwise arise in respect of the Notes as a result of or in connection with any or all of the NV Demerger, the Unification, the Issuer Substitution or the Cross-Border Merger;

2. (subject to paragraph 4 of this Extraordinary Resolution) authorises, directs, requests and empowers:

7. declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the Consent Solicitation not having been terminated;

(b) the passing of this Extraordinary Resolution;

(d) the occurrence of the NV Demerger Effective Date,

provided that the implementation of the waivers referred to in paragraph 1 of this Extraordinary Resolution shall be conditional only on the passing of this Extraordinary Resolution; and

8. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Common Draft Terms of Merger" means the common draft terms of merger made by the boards of the Issuer and PLC;

"Consent SolicitationMemorandum" means the consent solicitation memorandum dated 26 June 2020 prepared by the Issuer in relation to the Consent Solicitation;

"Default" has the meaning given to such term in the Conditions;

"New Bond Sub" means a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to be incorporated under the laws of The Netherlands and to have its corporate seat in The Netherlands and to be registered with the Dutch Trade Register of the Chamber of Commerce;

"Notice of Meetings" means the notice convening the meeting of the Noteholders dated 26 June 2020;

"NV Demerger" means the Dutch legal demerger pursuant to which New Bond Sub will be incorporated and the Notes will become obligations of New Bond Sub;

"PLC" means Unilever PLC;

"Shareholder Resolutions" means the resolutions of the Issuer's shareholders and PLC shareholders to approve the Cross-Border Merger, the NV Demerger and certain other steps relating to Unification;

"Unification" means the Cross-Border Merger and the other implementation steps related thereto pursuant to which PLC will become the sole parent company of the Unilever Group; and

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €500,000,000 1.000 PER CENT. NOTES DUE JUNE 2023

"THAT this Meeting of the holders (together, the "Noteholders") of the presently outstanding €500,000,000 1.000 per cent. Notes due June 2023 (the "Notes") of Unilever N.V. (the "Issuer", which expression includes any successor thereto) guaranteed by Unilever PLC and Unilever United States, Inc. (together, the "Guarantors"), issued with the benefit of a trust deed dated 22 July 1994 as supplemented by the Twentieth Supplemental Trust Deed dated 1 May 2015 (the "Trust Deed") and made between the Issuer, the Guarantors and The Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee"):

1. (subject to paragraph 4 of this Extraordinary Resolution) assents to (i) the substitution of New Bond Sub as "issuer" of the Notes and the release of the Issuer from its obligations under the Notes and the Trust Deed, such substitution to be effected pursuant to the NV Demerger and, to the extent not effected pursuant to the NV Demerger, pursuant to a supplemental trust deed executed as referred to in paragraph 2 of this Extraordinary Resolution (the "Issuer Substitution"), (ii) the modification of (a) the terms and conditions of the Notes, as set out in The Fourth Schedule to the Trust Deed and as completed by the Final Terms applicable to the Notes dated 1 June 2015 (the "Conditions") and (b) the Trust Deed, to include certain amendments in relation to the Issuer Substitution and Unification as described in the form of supplemental trust deed in Schedule I of the Notice of Meetings and (iii) the waiver of any Default that has arisen or would otherwise arise in respect of the Notes as a result of or in connection with any or all of the NV Demerger, the Unification, the Issuer Substitution or the Cross-Border Merger;