Capital/Financing Update • Mar 26, 2014
Capital/Financing Update
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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 3 May 2013 as supplemented by supplementary prospectuses dated 14 February 2014 and 10 March 2014 (the "Information Memorandum") which constitutes a base prospectus for the purposes of Directive 2003/71/EC, as amended (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 (including the supplementary prospectuses dated 14 February 2014 and 10 March 2014) has been published for the purposes of Article 14(2) of the Prospectus Directive on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/news/marketnews/rns/rns.htm and copies may be obtained from Unilever N.V. at Weena 455, 3013 AL, Rotterdam and Unilever PLC at 100 Victoria Embankment, London EC4Y 0DY.
| Series No.: | 39 |
|---|---|
| Tranche No.: | 1 |
| Issuer: | Unilever PLC |
| Guarantors: | Unilever N.V., having its corporate seat in Rotterdam, The Netherlands and Unilever United States, Inc. |
| Title of Notes: | £250,000,000 2.00 per cent. Fixed Rate Notes due 2018 |
| Specified Currency: | GBP |
| Aggregate principal amount of Tranche/Series: |
£250,000,000 |
| Issue Date: | 26 March 2014 |
| Issue Price: | 99.675 per cent. of aggregate principal amount. |
| Type of Note: | Fixed Rate Note The Temporary Global Note is not exchangeable for Definitive Notes. |
| The Permanent Global Note is exchangeable in whole (but not in part only) at the option of the Holder thereof for Definitive Notes. |
|
| New Global Note: | Yes |
| Denomination(s): | £100,000 and £1,000 subject to an initial minimum denomination of £100,000 or its equivalent in any other currency. |
| Calculation Amount: | £1,000 |
|---|---|
| Interest: | Interest-bearing. |
| Condition 6A (Fixed Rate) applies. | |
| Condition 6D (Supplemental Provision) does not apply. |
|
| The interest commencement date is 26 March 2014. |
|
| Fixed interest provisions: | The Fixed Interest Payment Dates are: 19 December 2014 (short first coupon) and 19 December in each year thereafter, up to and including the Maturity Date. |
| The rate(s) of interest per annum is 2.00 per cent. |
|
| The Day Count Fraction is Actual/Actual (ICMA). | |
| Calculation Agent: | Deutsche Bank AG, London Branch |
| Accrual of interest: | Condition 6E(5) applies. |
| Maturity Date: | 19 December 2018 |
| Maturity Redemption Amount: | £1,000 per Calculation Amount. |
| Tax Early Redemption Amount: | £1,000 per Calculation Amount. |
| Business Day: | London and TARGET2 |
| Relevant Financial Centre(s): | Not applicable |
| Redenomination: | Not applicable |
| Default Early Redemption Amount: |
£1,000 per Calculation Amount. |
| Board approval for issuance of Notes and Guarantee obtained: |
The Chief Executive Officer of Unilever N.V. authorised the issue from time to time of Notes under the U.S.\$15,000,000,000 Debt Issuance Programme (the "Programme") on 15 April 2013. The Chief Executive Officer of Unilever PLC authorised the guarantee from time to time of Notes under the Programme on 15 April 2013. |
The Board of Directors of Unilever United States, Inc. approved to guarantee any Notes issued under the Programme by Unilever N.V.
on 24 April 2013.
Signed on behalf of the Issuer:
UNILEVER PLC
By: Authorised signatory
Date: 24 March 2014
Signed on behalf of the Guarantors:
UNILEVER N.V. (having its corporate seat in Rotterdam, The Netherlands)
By:.. Authorised signatory R. C. HAZELL
Date: 24 March 2014
UNILEVER UNITED STATES, INC.
$By:$ ... Authorised signatory
Date: 24 March 2014
Application has been made for the Notes to be admitted to trading on the London Stock Exchange and NYSE Euronext in Amsterdam with effect from 26 March 2014.
Estimated total expenses related to admission to trading: €9,437
The Notes to be issued have been rated:
Standard & Poor's Credit Market Services Europe Limited (under its trading name Standard and Poor's Ratings Services): A+
Moody's Investors Services Limited: A1
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 U.K. Listing Authority has provided the competent authority in The Netherlands with a certificate of approval attesting that the Information Memorandum has been drawn up in accordance with the Prospectus Directive.
An amount equal to the net proceeds of the issue of the Notes will be allocated within the Issuer's treasury management system to a dedicated portfolio that will be linked to the Issuer's investments in environmentally sustainable projects (the "Eligible Projects").
The Eligible Projects will be expected to meet one or more of the following criteria:
Examples of typical Eligible Projects include, but are not limited to, investments in:
The above examples of Eligible Projects are for illustrative purposes only and no assurance can be provided that disbursements for projects with these specific characteristics will be made by the Issuer during the term of the Notes. Pending such disbursements, the net proceeds of the issue of the Notes will be held by the Issuer in bank deposits. So long as the Notes are outstanding, the balance of the dedicated portfolio will be reduced by the amount of the disbursements made in respect of Eligible Projects.
Indication of yield: 2.074 per cent. per annum 7. Operational Information The relevant ISIN: XS1048655184 The relevant Euroclear and 104865518 Clearstream, Luxembourg Common Code: Principal Paying Agent: Deutsche Bank AG, London Branch Paying Agents: ABN AMRO Bank N.V. and Deutsche Bank Luxembourg S.A. Intended to be held in a manner which Yes would allow Eurosystem eligibility:
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