Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
27 Novembro 2020 - 9:04AM
Edgar (US Regulatory)
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 November, 2020
UNILEVER
N.V.
(Translation
of registrant's name into English)
WEENA 455, 3013 AL, P.O. BOX 760, 3000 DK, ROTTERDAM, THE
NETHERLANDS
(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
N.V.
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/S/ R SOTAMAA
BY R SOTAMAA
CHIEF LEGAL OFFICER AND GROUP SECRETARY
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Date:
26 November 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 Euronext, Amsterdam dated 26
November 2020
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Implementation of Proposed Amendments
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Exhibit
99
UNILEVER ANNOUNCES IMPLEMENTATION OF PROPOSED
AMENDMENTS
London/Rotterdam, 26 November 2020
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Consent Solicitation
Memorandum prepared by Unilever PLC ("PLC") and Unilever N.V. ("NV") dated 26 June 2020.
Notice is hereby given to the holders of the outstanding securities
listed in the table below (each a "Series" and together, the "Notes") that:
a)
the NV Demerger Effective Date occurred on 26
November 2020 whereby Unilever Finance Netherlands B.V.
("New Bond
Sub") was incorporated and the
NV Notes became obligations of New Bond Sub;
b)
the
Implementation Conditions in respect of each Series have been
satisfied; and
c)
the
Proposed Amendments in respect of each Series have been implemented
including, without limitation, (i) the substitution of New Bond Sub
in place of NV as the Issuer of the NV Notes and (ii) the release
of NV's obligations as Guarantor in respect of the PLC Notes, in
each case, with effect from 26 November 2020.
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Issuer
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Guarantor
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ISIN
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Description
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DIP Notes
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New Bond Sub
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PLC, UNUS
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XS1654191623
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€500,000,000 0.000 per cent. Notes due July 2021
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New Bond Sub
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PLC, UNUS
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XS1178970106
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€750,000,000 0.500 per cent. Notes due February
2022
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New Bond Sub
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PLC, UNUS
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XS1566100977
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€600,000,000 0.375 per cent. Notes due February
2023
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New Bond Sub
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PLC, UNUS
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XS1241577490
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€500,000,000 1.000 per cent. Notes due June 2023
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New Bond Sub
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PLC, UNUS
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XS1769090728
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€500,000,000 0.500 per cent. Notes due August
2023
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New Bond Sub
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PLC, UNUS
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XS1403014936
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€500,000,000 0.500 per cent. Notes due April
2024
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New Bond Sub
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PLC, UNUS
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XS2147133495
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€1,000,000,000 1.250 per cent. Notes due March
2025
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New Bond Sub
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PLC, UNUS
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XS1654192191
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€650,000,000 0.875 per cent. Notes due July 2025
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New Bond Sub
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PLC, UNUS
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XS1769090991
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€700,000,000 1.125 per cent. Notes due February
2027
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New Bond Sub
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PLC, UNUS
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XS1566101603
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€600,000,000 1.000 per cent. Notes due February
2027
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New Bond Sub
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PLC, UNUS
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XS1403015156
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€700,000,000 1.125 per cent. Notes due April
2028
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New Bond Sub
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PLC, UNUS
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XS1654192274
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€750,000,000 1.375 per cent. Notes due July 2029
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New Bond Sub
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PLC, UNUS
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XS2147133578
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€1,000,000,000 1.750 per cent. Notes due March
2030
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New Bond Sub
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PLC, UNUS
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XS1769091296
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€800,000,000 1.625 per cent. Notes due February
2033
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PLC
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UNUS
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XS1560644830
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£350,000,000 1.125 per cent. Notes due February
2022
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PLC
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UNUS
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XS1684780031
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£250,000,000 1.375 per cent. Notes due September
2024
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PLC
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UNUS
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XS2008921277
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£500,000,000 1.500 per cent. Notes due July 2026
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PLC
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UNUS
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XS1684780205
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£250,000,000 1.875 per cent. Notes due September
2029
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PLC
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UNUS
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XS2008925344
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€650,000,000 1.500 per cent. Notes due June 2039
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Standalone Notes
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New Bond Sub
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PLC, UNUS
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XS1873208950
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€650,000,000 0.500 per cent. Bonds due January
2025
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New Bond Sub
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PLC, UNUS
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XS1873209172
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€650,000,000 1.375 per cent. Bonds due September
2030
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Supplemental Trust Deeds
The Supplemental Trust Deeds for each Issuer implementing the
relevant Proposed Amendments in respect of all Series of Notes have
been executed by, inter alia, the Trustee, the relevant Issuer and the
relevant Guarantors.
This notice is given by:
Unilever Finance Netherlands B.V., Unilever N.V. and Unilever
PLC
26 November 2020
DISCLAIMER
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 announcement. 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 announcement 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 announcement 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 announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
No solicitation will be made in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
laws of such jurisdiction.
This announcement 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) 2017/1129.
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