London-based Unilever has laid out a proposal to simplify Unilever’s parent company structure from two legal entities, NV and PLC, into a single holding company.
Unilever said in the statement that the new holding company will be incorporated in the Netherlands, and to be listed in London, Amsterdam and, in the form of American depositary shares, New York. Unilever has today published the prospectus for New Unilever NV and the shareholder documentation relating to simplification.
The company said the simplification of the current NV and PLC parent companies under New Unilever NV will be achieved through a combined process involving a UK scheme of arrangement (the “UK Scheme”) for PLC and a Dutch statutory legal merger for NV.
One ordinary share in the capital of New Unilever NV will be issued for each NV ordinary share and for each PLC ordinary share, resulting in shareholders receiving shares in the capital of New Unilever NV that represent an equivalent economic interest.
The proposed simplification is subject to certain conditions, including the approval of shareholders in NV and PLC and applicable regulatory consents. The Executive of the UK Takeover Panel has confirmed that the UK Takeover Code will not apply to the simplification transaction.
The NV shareholder and depositary receipt holder meetings will take place in Rotterdam on Thursday, 25 October 2018 and the PLC shareholder meetings will take place in London on Friday, 26 October 2018. The expected last day of trading in NV and PLC shares will be Friday, 21 December 2018.
The company said the simplification is expected to complete over the weekend of 22 and 23 December 2018, with dealings in New Unilever NV shares commencing on Monday, 24 December 2018.