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Unilever PLC

Capital/Financing Update Mar 26, 2014

4591_rns_2014-03-26_332803ea-9494-4323-91fa-6ad0bc78f449.pdf

Capital/Financing Update

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UNILEVER PLC

Issue of £250,000,000 2.00 per cent Fixed Rate Notes due 2018 Guaranteed by UNILEVER N.V. and UNILEVER UNITED STATES, INC. under the U.S.\$15,000,000,000 Debt Issuance Programme

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.

PART A - CONTRACTUAL TERMS

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

PART B – OTHER INFORMATION

1. Admission to trading

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

2. Rating

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

3. Interests of natural and legal persons involved in Issue

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.

4. Notification

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.

5. Reasons for the offer

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:

  • Greenhouse Gas Emissions:
  • o a reduction in CO2 emissions from energy against Unilever targets;
  • o where achievable, energy used for the operation of the factory will in part be sourced from renewable sources; and
  • o the replacement of HydroFlouroCarbon (HFC) freezer cabinets with cabinets using natural hydrocarbon refrigerants;
  • Water:
  • o the reduction in water used against Unilever targets; and
  • Waste:
  • o the reduction of waste generation against Unilever targets; and
  • o when in operation, zero non-hazardous waste is sent to landfill.

Examples of typical Eligible Projects include, but are not limited to, investments in:

  • the construction of new (and/or retrofitting of existing) factories which lead to operational reductions in CO2 emissions, water usage and waste generation;
  • the reduction of greenhouse gas emissions by replacing existing freezer cabinets with cabinets that use natural hydrocarbon refrigerants; and
  • factories which enable the productive use of energy from renewable sources.

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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