Prospectus • May 21, 2025
Prospectus
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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.
UK MiFIR 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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in the Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs 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 PRIIPs Regulation.
PROHIBITION OF SALES TO UK 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 United Kingdom ("UK"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (as modified or amended from time to time, 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).
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 16 May 2025 which constitutes a base prospectus (the "Information Memorandum") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Information Memorandum in order to obtain all the relevant information.
The Information Memorandum is available for viewing at the Issuer's website (https://www.unilever.com/investors/debt-investors/unilever-european-bond-programme/).
| Series No.: | 73 |
|---|---|
| Tranche No.: | 1 |
| Issuer: | Unilever Capital Corporation |
| Guarantors: | Unilever PLC and Unilever United States, Inc. |
| Title of Notes: | EUR 700,000,000 2.750 per cent. Notes due 22 May 2030 |
| Specified Currency: | Euro ("EUR") |
| Aggregate principal amount of Tranche/Series: |
EUR 700,000,000 |
| Issue Date: | 22 May 2025 |
| Interest Commencement Date: | Issue Date |
| Issue Price: | 99.595 per cent. of aggregate principal amount |
| Type of Note: | Fixed Rate Note |
| Denomination(s): | EUR 100,000 and integral multiples of EUR 1,000 in excess thereof |
| Calculation Amount: | EUR 1,000 |
| Maturity Date: | 22 May 2030 |
| Interest Basis: | Interest-bearing. |
|---|---|
| Condition 6A (Fixed Rate) applies. | |
| Condition 6D (Supplemental Provision) does not apply. | |
| Accrual of interest: Condition 6E(5) applies | |
| Change of Interest Basis: | Not Applicable |
| Board approval for issuance of Notes and Guarantees obtained: |
The board of directors of the Issuer authorised the issue from time to time of Notes under the Programme on 13 May 2025. |
| The Acting Chief Financial Officer of Unilever PLC authorised the guarantee from time to time of Notes under the Programme on 12 May 2025. |
|
| The Board of Directors of Unilever United States, Inc. approved the guarantee from time to time of Notes under the Programme on 13 May 2025. |
| Fixed interest provisions: | |
|---|---|
| (i) Fixed Rate of Interest: | 2.750 per cent. per annum payable in arrear on each Interest Payment Date |
| (ii) Fixed Interest Payment Date(s): | 22 May in each year, commencing on 22 May 2026, up to and including the Maturity Date |
| (iii) Fixed Coupon Amount: | EUR 27.50 per Calculation Amount |
| (Applicable to Notes in definitive form) | |
| (iv) Broken Amount(s): | Not Applicable |
| (Applicable to Notes in definitive form) | |
| (v) Day Count Fraction: | Actual/Actual (ICMA) |
| Tax Early Redemption Amount: | EUR 1,000 per Calculation Amount. |
|---|---|
| Maximum Period of Notice: 60 days | |
| Minimum Period of Notice: 10 days | |
| Optional Early Redemption (Issuer | Condition 7(c) – Issuer Par Call applies |
| Par Call): | Par Call Period: from (and including) 22 February 2030 (the |
| "Par Call Commencement Date") to (but excluding) the | |
| Maturity Date | |
| Maximum Period of Notice: 60 days | |
| Minimum Period of Notice: 10 days | |
| Optional Early Redemption (Make | Condition 7(c) – Make Whole Redemption applies at any time |
| Whole Redemption): | to, but excluding, the Par Call Commencement Date. |
| Reference Dealers: Five credit institutions or financial services | |
| institutions that regularly deal in bonds and other securities | |
| selected by the Determination Agent after consultation with, and | |
| approval of, the Issuer |
| Reference Bond: The Federal Republic of Germany 2.400 per | |
|---|---|
| cent. government Bund due 18 April 2030 (DE000BU25042) | |
| Quotation Time: 11:00 a.m. (Frankfurt time) | |
| Determination Date: the day which is two TARGET Days prior | |
| to the date fixed for redemption | |
| Make Whole Redemption Margin: 0.10 per cent. | |
| Maximum Period of Notice: 60 days | |
| Minimum Period of Notice: 10 days | |
| Optional Early Redemption (Clean-Up | Condition 7(c) – Clean-Up Call applies. |
| Call): | Maximum Period of Notice: 60 days |
| Minimum Period of Notice: 10 days | |
| Default Early Redemption Amount: | EUR 1,000 per Calculation Amount |
| Final Redemption Amount: | EUR 1,000 per Calculation Amount |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |
| Form of Notes: | Registered Notes: |
| Global Certificate exchangeable for Individual Certificates in the | |
| limited circumstances described in the Global Certificate | |
| and | |
| Global Certificate registered in the name of a nominee for a common safekeeper for Euroclear and Clearstream, Luxembourg |
|
| New Global Note: | Not applicable |
| New Safekeeping Structure: | Yes |
| Relevant Financial Centre(s): | TARGET Days |
| Redenomination: | Not applicable |
| Talons for future Coupons to be | Not Applicable |
| attached to Definitive Notes (and dates | |
| on which such Talons mature): |
The rating definitions provided in Part B, Item 2 of these Final Terms have been extracted from the websites of S&P and Moody's. Each of the Issuer and the Guarantors confirm that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by S&P and Moody's, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
Authorised signatory
By: ……………………………………… Date: ………………………………….. 20.05.2025
Signed on behalf of the Guarantors:
UNILEVER PLC
Authorised signatory
By: ……………………………………… Date: ………………………………….. 20.05.2025
UNILEVER UNITED STATES, INC.
Authorised signatory
By: ……………………………………… Date: ………………………………….. 20.05.2025
Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange plc with effect from on or around 22 May 2025.
Estimated total expenses related to admission to trading: £6,350
The Notes to be issued have been rated:
| S&P Global Ratings UK Limited: | A+ |
|---|---|
| Moody's Investors Service Ltd.: | A1 |
The rating agencies above have published the following high-level descriptions of such ratings:
Each of Moody's Investors Service Ltd. ("Moody's") and S&P Global Ratings UK Limited ("S&P") is established in the UK and registered under Regulation (EC) No 1060/2009 as it forms part of domestic law of the UK by virtue of the EUWA. Ratings given by Moody's and S&P are endorsed by S&P Global Ratings Europe Limited and Moody's Deutschland GmbH, respectively, established in the EEA and registered under Regulation (EC) No 1060/2009, as amended.
Save as discussed in "Subscription and Sale" section of the Information Memorandum, no person involved in the offer of the Notes has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for the Issuer and the Guarantors and their affiliates in the ordinary course of business.
| Reasons for the offer: | The net proceeds of the issue of the Notes will be used by the Issuer for the general purposes of the Unilever Group. |
|---|---|
| Estimated net proceeds: | EUR 696,045,000 |
| 5 Yield |
|
| Indication of yield: | 2.838 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. | |
| 6 Operational Information |
|
| ISIN: | XS3081333547 |
| Common Code: | 308133354 |
| Any Clearing System other than Euroclear and Clearstream, Luxembourg to be used: |
Not Applicable |
| Deutsche Bank AG, London Branch |
|---|
| Not Applicable |
| 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 registered in the name of a nominee of one of the ICSDs acting 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 not applicable |
| Banco Santander, S.A. Goldman Sachs International Merrill Lynch International Mizuho International plc |
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