Capital/Financing Update • Jun 17, 2019
Capital/Financing Update
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MiFID II product governance / Professional investors and eligible counterparties only target market -Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive (as defined below). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIPs Regulation.
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment Products.
Terms used herein shall be deemed to be defined as such for the Conditions set forth in the Information Memorandum dated 15 May 2019 which constitutes a base prospectus (the "Information Memorandum") for the purposes of Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5(4) of the Prospectus Directive and must be read in conjunction with the Information Memorandum.
Full information on the Issuer, the Guarantors and the Notes described herein is only available on the basis of a combination of these Final Terms and the Information Memorandum. The Information Memorandum is available for viewing at the Issuer's website (https://www.unilever.com/investor-relations/unllever-europeanbond-programme/memorandum-and-supplements.html) and copies may be obtained from Unilever PLC at Unilever House, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
Series No .:
Tranche No .: Issuer:
Guarantors:
Title of Notes:
Specified Currency:
Aggregate principal amount of Tranche/Series:
Issue Date:
Interest Commencement Date:
Issue Price:
Type of Note:
Denomination(s):
Calculation Amount: Maturity Date: Interest Basis:
Change of Interest Basis:
Board approval for issuance of Notes and Guarantee obtained:
Unilever PLC
57
1
Unilever N.V., having its corporate seat in Rotterdam, The Netherlands and Unilever United States, Inc.
EUR 650,000,000 1.500 per cent. Notes due 11 June 2039
Euro ("EUR")
EUR 650,000,000
11 June 2019
Issue Date
99.709 per cent. of aggregate principal amount.
Fixed Rate Note
EUR 100,000 and integral multiples of EUR 1,000 subject to an initial minimum denomination of EUR 100,000 or its equivalent in any other currency.
No Notes in definitive form will be issued with a denomination above EUR 199,000.
EUR 1,000
11 June 2039
Interest-bearing.
Condition 6A (Fixed Rate) applies.
Condition 6D (Supplemental Provision) does not apply.
Accrual of interest: Condition 6E(5) applies.
Not Applicable
The Chief Financial Officer of Unilever PLC authorised the issue from time to time of Notes under the Programme on 8 April 2019. The Chief Financial Officer of Unilever N.V. authorised the guarantee from time to time of Notes under the Programme on 8 April 2019. The Board of Directors of Unilever United States, Inc. approved the guarantee of any Notes under the Programme on 8 May 2019.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
Fixed interest provisions:
(i) Fixed Rate of Interest:
(ii) Fixed Interest Payment Date(s):
1.500 per cent. per annum payable in arrear on each Interest Payment Date
11 June in each year, commencing on 11 June 2020, up to and including the Maturity Date
(iii) Fixed Coupon Amount:
EUR 15.00 per Calculation Amount
(Applicable to Notes in definitive form)
(iv) Day Count Fraction:
Actual/Actual (ICMA)
PROVISIONS RELATING TO REDEMPTION
Tax Early Redemption Amount:
EUR 1,000 per Calculation Amount.
EUR 1,000 per Calculation Amount EUR 1,000 per Calculation Amount
Default Early Redemption Amount:
Final Redemption Amount:
Relevant Financial Centre(s):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
Form of Notes:
Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note
Ves
No
London and TARGET
Redenomination:
New Global Note:
Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):
Not Applicable
Signed on behalf of the Issuer:
UNILEVER PLC
By: 12. C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Authorised signatory
Signed on behalf of the Guarantors:
UNILEVER N.V.
By ... !
Authorised signatory
By:
Authorised signatory
Date: . T. ... Sune .. 20.1.9.
Date: ... Time 2019
2 The Jure 2019
Application has been made for the Notes to be admitted to trading on Euronext Amsterdam and the London Stock Exchange with effect from the Issue Date.
Estimated total expenses related to admission to trading: EUR 13,200 (Euronext Amsterdam) and GBP 4,560 (London Stock Exchange)
The Notes to be issued have been rated: S&P Global Ratings Europe Limited: Moody's Italia S.r.l .:
Save as discussed in "Subscription and Sale" section of the Information Memorandum, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
The Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) has provided the competent authority in the United Kingdom with a certificate of approval attesting that the Information has been drawn up in accordance with the Prospectus Directive.
Indication of yield:
1.517 per cent. per annum. The yield is calculated at the Issue Date on the basis of the Issue price. It is not an indication of future yield.
The relevant ISIN:
The relevant Euroclear and Clearstream, Luxembourg Common Code: FISN:
CFI Code:
Any Clearing System other than Euroclear and Clearstream, Luxembourg to be used:
Principal Paying Agent:
Paying Agent:
Intended to be held in a manner which would allow Eurosystem eligibility:
200892534
The FISN for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN
The CFI for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.
Not Applicable
Deutsche Bank AG, London Branch
ABN AMRO Bank N.V.
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have been met. Reg. S Compliance Category 2; TEFRA D
U.S. selling restrictions:
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