FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the
month of September, 2020
UNILEVER
PLC
(Translation
of registrant's name into English)
UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper
as
permitted by Regulation S-T Rule 101(b)(1):_____
Indicate
by check mark if the registrant is submitting the Form 6-K in
paper
as
permitted by Regulation S-T Rule 101(b)(7):_____
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes
No .X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82- _______
Exhibit
99 attached hereto is incorporated herein by reference.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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UNILEVER
PLC
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/S/ R SOTAMAA
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BY R SOTAMAA
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CHIEF LEGAL OFFICER AND GROUP SECRETARY
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Date:
29 September, 2020
EXHIBIT INDEX
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
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99
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Notice
to London Stock Exchange dated 29
September 2020
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Unification shareholder meetings and timetable
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Exhibit
99
Unification of Unilever's Corporate Structure - Changes to the
Unilever PLC shareholder meetings on 12 October 2020 and updated
timetable for Unification
London/Rotterdam, 29 September 2020
On 11 June 2020, Unilever announced plans to unify its Group legal
structure under a single parent company, Unilever PLC
("Unification"), to be implemented through a cross-border
merger (the "Cross-Border
Merger"). On 10 August 2020,
Unilever published a circular to shareholders of Unilever NV and
Unilever PLC (the "Circular") and a prospectus for Unilever PLC (the
"Prospectus") in connection with Unification. Shareholders in
Unilever N.V. voted to approve Unification at the extraordinary
general meeting of Unilever N.V. held on 21 September
2020.
Unilever PLC Meetings to be held electronically
Unilever today announces the following changes to the shareholder
meetings of Unilever PLC to be held on 12 October
2020.
The wellbeing of our shareholders, staff and partners is of vital
importance to us. Following the extension of the relevant UK
legislation relating to the holding of shareholder meetings in
light of the ongoing COVID-19 pandemic, the PLC Court Meeting and
the PLC General Meeting will each be held by electronic means
only.
This means that, as a change from the notice of the PLC Court
Meeting and the notice of the PLC General Meeting set out in the
Circular, shareholders of Unilever
PLC cannot attend the PLC Meetings
in person at the venue stated in such notices. Any shareholder attempting to attend the PLC
Meetings in person will not be granted access.
Voting arrangements
There will be no live voting at the PLC
Meetings. Accordingly, shareholders
are therefore strongly encouraged to register their votes on the
resolutions to be put to the PLC Meetings in advance by appointing
the chairman of the meeting as their proxy. Shareholders may
appoint a proxy by completing and signing the proxy forms that
accompanied the Notices of Meeting in accordance with the
instructions printed on the proxy forms. If you have already
returned a proxy form appointing a person other than the chairman
of the meeting as your proxy, you can complete and return a new
proxy form to appoint the chairman of the meeting and which will
replace and revoke your original proxy form. Alternatively,
shareholders of Unilever PLC can register their proxy votes through
the electronic voting facility via www.unilever.com/unification or
through the CREST proxy voting system if their shares are held in
CREST.
Please ensure your proxy appointments reach Computershare as soon
as possible and in any event by no later than 2:30pm (London time)
on 10 October 2020 for the PLC Court Meeting and no later than
2:45pm (London time) on 10 October 2020 for the PLC General
Meeting. Further information
can be found in the relevant Notice of Meeting which is available
on www.unilever.com/unification.
If you require additional proxy forms, please contact Computershare
as the registrars of Unilever PLC.
How to join the PLC Meetings and submit questions in
advance
Unilever understands that the PLC Meetings also serve as a forum
for shareholders to engage with members of the board of directors
on Unification and related topics. Therefore, the PLC Court Meeting
and PLC General Meeting can each be followed live on Unilever's
website (www.unilever.com/unification).
The PLC Court Meeting and PLC General Meeting will commence with
statements by the Chairman and CEO and will be followed by
responses to written questions which shareholders will be able to
submit in advance of the relevant meeting. Any questions should
relate to the business of the relevant meeting and be submitted in
English by no later than 9:00 am (London time) on 8
October 2020 via
[email protected]. Shareholders should indicate clearly which
meeting their question is in relation to. Unilever may summarise
and bundle questions thematically or set further conditions to
facilitate the smooth running of the PLC Meetings. Shareholders who
have submitted questions before the deadline mentioned above will
be entitled to ask follow-up questions during the PLC Meetings in
accordance with instructions that they will receive prior to the
meetings, insofar as the running of the meetings
allows.
Updated Timetable
Unilever is also announcing changes to the anticipated timetable
for implementation of Unification. These changes are a result of
restrictions on the availability of UK High Court hearings owing to
the ongoing COVID-19 pandemic. Accordingly, the hearing of the UK
High Court to certify that PLC's pre-merger steps have been
completed is now expected to be held on Friday 23 October 2020 and
the hearing of the UK High Court to approve the Cross-Border Merger
is now expected to be held on Monday 2 November 2020. As a result,
and subject to the UK High Court's approval, the Cross-Border
Merger is expected to become effective on 29 November
2020.
Further details of the updated, anticipated timetable for
Unification are set out in the table below. The dates and times
given are based on current expectations and may be subject to
change. Capitalised terms used but not defined in this announcement
have the meanings set out in the Circular.
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Principal events
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Expected time and/or date
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UK High Court hearing to certify that pre-merger steps have been
completed by PLC
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23 October 2020
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Dutch notary to certify that pre-merger steps have been completed
as regards NV
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23 October 2020
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UK High Court hearing to approve the Cross-Border
Merger
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2 November 2020
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Last day for dealings in, and for registration of, transfers of the
NV Shares and NV NYRSs
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27 November 2020
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CBM Effective Date
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29 November 2020
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Admission of the New PLC Shares on the LSE's Main
Market
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8.00 a.m. (London time) on 30 November 2020
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Listing of PLC Shares (including the New PLC Shares) and start of
conditional dealings in the PLC Shares on Euronext in
Amsterdam
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30 November 2020
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Commencement of dealings of the New PLC Shares on the
LSE
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30 November 2020
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Admission of New PLC ADSs to the NYSE and commencement of dealings
in New PLC ADSs on the NYSE
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8.30 a.m. (New York time) on 30 November 2020
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Commencement of unconditional dealing in the PLC Shares on Euronext
in Amsterdam and crediting of New PLC Shares to the Euroclear
Nederland accounts of NV Shareholders
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2 December 2020
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Last day for despatch of share certificates in respect of New PLC
Shares to NV Shareholders holding shares in registered
form
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6 December 2020
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Last day for payment of Cash Compensation
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11 December 2020
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Enquiries:
Unilever PLC
Unilever House
100 Victoria Embankment
London EC4Y 0DY
United Kingdom
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Unilever NV
Weena 455
3013 AL Rotterdam
The Netherlands
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Media: Media
Relations team
UK
NL
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Investors: Investor
Relations team
+44 20 7822 6830
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SAFE HARBOUR
This announcement may contain forward-looking statements, including
'forward-looking statements' within the meaning of the United
States Private Securities Litigation Reform Act of 1995. Words such
as 'will', 'aim', 'expects', 'anticipates', 'intends', 'looks',
'believes', 'vision', or the negative of these terms and other
similar expressions of future performance or results, and their
negatives, are intended to identify such forward-looking
statements. These forward-looking statements are based upon current
expectations and assumptions regarding anticipated developments and
other factors affecting the Unilever Group (the
"Group"
or "Unilever"). They are not historical facts, nor are they
guarantees of future performance. Because these forward-looking
statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements.
Among other risks and uncertainties, the material or principal
factors which could cause actual results to differ materially are:
Unilever's global brands not meeting consumer preferences.
Unilever's ability to innovate and remain competitive. Unilever's
investment choices in its portfolio management. the effect of
climate change on Unilever's business. Unilever's ability to find
sustainable solutions to its plastic packaging. significant changes
or deterioration in customer relationships. the recruitment and
retention of talented employees. disruptions in our supply chain
and distribution. increases or volatility in the cost of raw
materials and commodities. the production of safe and high quality
products. secure and reliable IT infrastructure. execution of
acquisitions, divestitures and business transformation projects.
economic, social and political risks and natural disasters.
financial risks. failure to meet high and ethical standards. and
managing regulatory, tax and legal matters. A number of these risks
have increased as a result of the current COVID-19 pandemic. These
forward-looking statements speak only as of the date of this
document. Except as required by any applicable law or regulation,
the Group expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Group's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Further details of potential risks and uncertainties affecting the
Group are described in the Group's filings with the London Stock
Exchange, Euronext Amsterdam and the US Securities and Exchange
Commission (the "SEC"), including in the Annual Report on Form 20-F
2019 and the Unilever Annual Report and Accounts
2019.
IMPORTANT INFORMATION
This communication is for informational purposes only and does not
constitute or form part of an offer to sell or the solicitation of
an offer to buy or subscribe to any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This communication is not an offer of securities for sale into the
United States. No offering of securities shall be made in the
United States except pursuant to registration under the US
Securities Act of 1933 (the "Securities
Act"), or an exemption
therefrom. In connection with Unification, Unilever PLC expects to
issue ordinary shares (including ordinary shares represented by
American Depositary Shares) to security holders of Unilever N.V. in
reliance upon the exemption from the registration requirements of
the Securities Act provided by Section 3(a)(10) thereof.
Unification has not been and will not be approved or disapproved by
the SEC, nor has the SEC or any US state securities commission
passed upon the merits or fairness of Unification. Any
representation to the contrary is a criminal offence in the United
States.
The release, publication or distribution of this communication in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this communication is
released, published or distributed should inform themselves about
and observe such restrictions.
This communication does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase.
It is not an advertisement and not a prospectus for the purposes of
Regulation (EU) No. 2017/1129, as amended. Any purchase of
securities of Unilever PLC should only be made on the basis of
information that is contained in the Prospectus. The Prospectus
contains detailed information about Unilever PLC and its
management, as well as financial statements and other financial
data. A copy of the Prospectus is available on the website of
the Unilever Group at www.unilever.com/unification/documents.
It may be unlawful to distribute these materials in certain
jurisdictions. References to information and/or documents that
are available on the Unilever Group's website are included in this
announcement as an aid to their location. Such information or the
contents of any such documents are not incorporated by reference
in, and do not form part of, this announcement.