Prospectus • Sep 3, 2025
Prospectus
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Issue of €600,000,000 Floating Rate Notes due September 2027
MiFID II PRODUCT GOVERNANCE / Professional investors and eligible counterparties only target market – Solely for the purposes of the 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 manufacturer's 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 manufacturer's 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 European Union (Withdrawal) Act 2018 ("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.
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 and the supplement to it dated 31 July 2025 which together constitute 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 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.: | 75 |
|---|---|
| Tranche No.: | 1 |
| Issuer: | Unilever Capital Corporation |
| Guarantors: | Unilever PLC and Unilever United States, Inc. |
| Title of Notes: | €600,000,000 Floating Rate Notes due September 2027 |
| Specified Currency: | Euro ("€") |
| Aggregate principal amount of Tranche/Series: |
€600,000,000 |
| Issue Date: | 5 September 2025 |
| Interest Commencement Date: | Issue Date |
| Issue Price: | 100.00 per cent. of aggregate principal amount |
| Type of Note: | Floating Rate Note |
| Denomination(s): | €100,000 and integral multiples of €1,000 in excess thereof |
| Calculation Amount: | €1,000 |
| Maturity Date: | The Interest Payment Date falling on, or nearest to, 5 September 2027 |
| Interest Basis: | Interest-bearing. |
| Condition 6B (Floating Rate – Screen Rate Determination) applies. |
|
| Condition 6D (Supplemental Provision) applies. | |
| 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. |
Floating interest provisions:
| (i) Interest Period(s): | The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the Interest Payment Date falling on or nearest to 5 December 2025 and each successive period from (and including) an Interest Payment Date to (but excluding) the next subsequent Interest Payment Date |
|
|---|---|---|
| (ii) Specified Interest Payment Dates: | Interest is payable quarterly in arrear on 5 March, 5 June, 5 September and 5 December in each year, from and including the Interest Payment Date falling on or nearest to 5 December 2025, up to and including the Maturity Date, in each case subject to adjustment in accordance with the Convention set out in (iv) below |
|
| (iii) First Interest Payment Date: | The Interest Payment Date falling on or nearest to 5 December 2025, subject to adjustment in accordance with the Convention set out in (iv) below |
|
| (iv) Convention: | Modified Following Business Day Convention, adjusted | |
| (v) Business Day(s): | TARGET | |
| (vi) Manner in which the Rate(s) of Interest is/are to be determined: |
6B (Floating Rate – Screen Rate Determination) applies | |
| (vii) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Agent): |
Not Applicable | |
| (viii) Screen Rate Determination: | ||
| – Reference Rate: | Three (3) month EURIBOR. | |
| – Relevant Time: | 11.00 a.m. (Brussels time) | |
| – Interest Determination Date(s): | The date falling two (2) TARGET Days prior to the | |
| first day of each Interest Period | ||
| – Relevant Screen Page: | Reuters Page EURIBOR01 | |
| – Index Determination: | Not Applicable | |
| - Benchmark Discontinuation | Independent Adviser | |
| (x) Relevant Margin(s): | + 0.25 per cent. per annum | |
| (xi Minimum Rate of Interest: | 0.00 per cent. per annum | |
| (xii) Maximum Rate of Interest: | Not Applicable | |
| (xiii) Day Count Fraction: | Actual/360 | |
| PROVISIONS RELATING TO REDEMPTION | ||
| Tax Early Redemption Amount: | €1,000 per Calculation Amount. | |
| Maximum Period of Notice: 60 days | ||
| Minimum Period of Notice: 10 days | ||
| Default Early Redemption Amount: | €1,000 per Calculation Amount | |
| Final Redemption Amount: | €1,000 per Calculation Amount |
| 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 Day |
| Redenomination: | Not applicable |
| Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): |
Not Applicable |
The rating definition provided in Part B, Item 2 of this Final Terms has been extracted from the website of S&P. 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, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
Authorised signatory
Signed on behalf of the Guarantors:
By:……………………………………… Date: 3 September 2025 Authorised signatory
By:……………………………………… Date: 3 September 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 5 September 2025.
Estimated total expenses related to admission to trading: £6,050
The Notes to be issued have been rated:
S&P Global Ratings UK Limited: A+
The rating agency above has published the following high-level description of such rating:
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 S&P are endorsed by S&P Global Ratings Europe Limited, 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 Manager 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: | €599,200,000 |
| 5 Operational Information |
|
| ISIN: | XS3177018457 |
| Common Code: | 317701845 |
| Any Clearing System other than Euroclear and Clearstream, Luxembourg to be used: |
Not Applicable |
| Principal Paying Agent: | Deutsche Bank AG, London Branch |
| Paying Agents: | Not Applicable |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
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. |
Relevant Benchmark: EURIBOR is provided by European Money Markets Institute ("EMMI"). As at the date hereof, EMMI appears on the register of administrators and benchmarks established and maintained by both the European Securities and Markets Authority pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011, as amended) and the FCA pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of domestic law by virtue of the EUWA. U.S. selling restrictions: Reg. S Compliance Category 2; TEFRA not applicable
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