Regulatory Filings • May 5, 2011
Regulatory Filings
Open in ViewerOpens in native device viewer
(guaranteed on a joint and several basis by Unilever PLC and Unilever United States, Inc.)
and
(guaranteed on a joint and several basis by Unilever N.V. and Unilever United States, Inc.)
and
(guaranteed on a joint and several basis by Unilever N.V. and Unilever PLC)
This Information Memorandum replaces and supersedes the Information Memorandum dated 6th May 2010.
This Information Memorandum has been approved by the United Kingdom Financial Services Authority (the "U.K. Listing Authority"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC, as amended from time to time, (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of medium term notes and other debt instruments ("Notes") under the debt issuance programme described herein (the "Programme") during the period of 12 months after the date hereof. Application has been made to the U.K. Listing Authority for such Notes to be admitted to the Official List of the U.K. Listing Authority (the "Official List"). Application has also been made to the London Stock Exchange plc (the "London Stock Exchange") for Notes issued under the Programme during the period of 12 months from the date of this document to be admitted to trading on the London Stock Exchange's Regulated Market. The London Stock Exchange's Regulated Market is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive"). The U.K. Listing Authority has been requested to provide a certificate of approval and a copy of this document to the relevant competent authority in The Netherlands. The Programme also permits Notes to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the relevant Issuer, including NYSE Euronext in Amsterdam ("Euronext Amsterdam").
Any person (an "Investor") intending to acquire or acquiring any securities from any person (an "Offeror") should be aware that, in the context of an offer to the public as defined in Section 102B of the Financial Services and Markets Act 2000 ("FSMA"), the Issuers may be responsible to the Investor for the Information Memorandum under Section 90 of FSMA, only if the Issuers have authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuers. If the Offeror is not authorised by the Issuers, the Investor should check with the Offeror whether anyone is responsible for the Information Memorandum for the purposes of Section 90 of FSMA in the context of an offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Information Memorandum and/or who is responsible for its contents, it should take legal advice. This paragraph should be read in conjunction with the sixth paragraph on the second page of this Information Memorandum.
See "Risk Factors" on page 10 for a discussion of certain factors to be considered in connection with an investment in the Notes.
The Arranger UBS Investment Bank
The Dealers UBS Investment Bank The Principal Paying Agent Deutsche Bank
Citi Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Cazenove Mizuho International plc Morgan Stanley Santander Global Banking & Markets The Royal Bank of Scotland
Each of Unilever N.V. ("N.V."), Unilever PLC ("PLC") and Unilever Japan Holdings K.K. ("UJH") in their capacities as issuers of Notes (together, the "Issuers" and each, an "Issuer") and N.V , PLC and Unilever United States, Inc. ("UNUS") in their capacities as guarantors (together, the "Guarantors" and each, a "Guarantor") accepts responsibility for the information contained in this Information Memorandum. Each of N.V. , PLC, UJH and UNUS declares that it has taken all reasonable care to ensure that, to the best of its knowledge, the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information.
The previous paragraph should be read in conjunction with the second paragraph on the first page and the sixth paragraph on this second page of the Information Memorandum.
This document should be read and construed with any amendment or supplement hereto, with any final terms document ("Final Terms") and with any of the documents incorporated herein by reference (see "Documents Incorporated by Reference" below). Each of the documents incorporated by reference forms part of this Information Memorandum. An Investor (as defined below) intending to acquire or acquiring any securities from an Offeror (as defined below) will do so, and offers and sales of the securities to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements. The Issuers will not be a party to any such arrangements with Investors in connection with the offer or sale of the securities and, accordingly, this Information Memorandum and any Final Terms will not contain such information and an Investor must obtain such information from the Offeror.
N.V. and PLC and their group companies are together referred to in this Information Memorandum as "Unilever", the "Unilever Group" or the "Group". For such purposes "group companies" means, in relation to N.V. and PLC, those companies required to be consolidated in accordance with The Netherlands and United Kingdom legislative requirements relating to consolidated accounts. N.V. and PLC and their group companies together constitute a single group for the purpose of meeting those requirements.
Neither the Issuers nor the Guarantors have authorised the making or provision of any representation or information regarding the Issuers, the Guarantors, the Unilever Group or the Notes other than as contained in this Information Memorandum or any Final Terms. Any such representation or information may not be relied upon as having been authorised by the Issuers, the Guarantors, the dealers and managers referred to under "Subscription and Sale" below (the "Dealers") or any of them.
An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements. The Issuer will not be a party to any such arrangements with Investors (other than the Dealers) in connection with the offer or sale of the Notes and, accordingly, this Information Memorandum and any Final Terms will not contain such information and the Issuers have no responsibility to an Investor in respect of such information. Such information will be provided by the Offeror at the time of any sub-offer of the Notes.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates in their capacity as such, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained herein. Neither the delivery of this Information Memorandum or any Final Terms nor the offering, sale or delivery of any Note shall in any circumstances constitute a representation or create any implication that there has been no change in the financial situation or the affairs of the Issuers or the Guarantors or the Group since the date hereof or, as the case may be, the date on which this document has been most recently amended or supplemented or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this document by reference.
The distribution of this Information Memorandum and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum comes or who deal in the Notes are required by the Issuers, the Guarantors and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on distribution of this Information Memorandum or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale" below.
In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to or for the account or benefit of U.S. persons, as such terms are defined in Regulation S under the Securities Act, see "Subscription and Sale" below.
Further, the Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Act No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Law") and the Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan (Law No. 26 of 1957, as amended) (the "Special Taxation Measures Law of Japan"), will be subject to tax laws and regulations of Japan including the Special Taxation Measures Law of Japan. Interest payments on the Notes issued (a) by UJH or (b) by N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan, will be subject to Japanese withholding tax except for such interest paid to or to the account of a holder that is an individual non-resident of Japan or a non-Japanese corporation that in each case is a person not having a special relationship with the Issuer as described in Article 3-2-2, paragraphs 5 though 7 of the Cabinet Order relating to the Special Taxation Measures Law of Japan (Cabinet Order No. 43 of 1957, as amended) (the "Cabinet Order") (a "specially-related person of the Issuer") or is a Japanese designated financial institution as described in Article 3-2- 2, paragraph 29 of the Cabinet Order that will hold Notes for its own proprietary account (a "Designated Financial Institution"). BY SUBSCRIBING FOR NOTES ISSUED BY (A) UJH OR (B) N.V. OR PLC, IN CIRCUMSTANCES WHERE ANY INTEREST ON THE NOTES IS ATTRIBUTABLE TO A BUSINESS IN JAPAN CONDUCTED BY SUCH ISSUER OF THE NOTES IN THE MANNER PROVIDED FOR IN THE SPECIAL TAXATION MEASURES LAW OF JAPAN, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED IT IS A GROSS RECIPIENT. A "Gross Recipient" for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation for Japanese tax purposes, nor (y) an individual non-resident of Japan or a non-Japanese corporation that is a specially-related person of the Issuer, (ii) a Designated Financial Institution or (iii) an individual resident of Japan or a Japanese corporation whose receipt of interest on the Notes will be made through a payment handling agent in Japan as defined in Article 3-3, paragraph 1 of the Special Taxation Measures Law of Japan and Article 2-2, paragraph 2 of the Cabinet Order. See "Subscription and Sale" below.
Neither this Information Memorandum nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.
Neither this Information Memorandum nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuers, the Guarantors or the Dealers that any recipient of this Information Memorandum should subscribe for or purchase any Notes. Each recipient shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuers and the Guarantors.
In this Information Memorandum, references to a "Member State" are references to a Member State of the European Economic Area, references to "U.S.\$", "U.S. Dollars" and "United States Dollars" are to the lawful currency of the United States of America, references to "£" and "sterling" are to the lawful currency of the United Kingdom, references to "Fl." are to the national currency unit (as defined in Council Regulation (EC) No. 974/98 on the introduction of the euro) of The Netherlands, references to "€" and "euro" are to the lawful currency of the member states of the European Union that have adopted or that adopt the single currency in accordance with the Treaty establishing the European Community, as amended (the "Treaty"), and references to "Japanese Yen" and "¥" are to the lawful currency of Japan.
| SUMMARY | 5 |
|---|---|
| RISK FACTORS | 10 |
| DOCUMENTS INCORPORATED BY REFERENCE | 15 |
| TERMS AND CONDITIONS OF THE NOTES | 16 |
| USE OF PROCEEDS | 36 |
| DESCRIPTION OF THE ISSUERS AND THE GUARANTORS | 37 |
| TAXATION | 50 |
| SUBSCRIPTION AND SALE | 58 |
| GENERAL INFORMATION | 62 |
| FORM OF FINAL TERMS | 65 |
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAMME, THE PERSON (IF ANY) WHICH IS SPECIFIED IN THE RELEVANT FINAL TERMS AS THE STABILISING DEALER/MANAGER (OR ANY PERSON ACTING FOR THE STABILISING DEALER/MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING DEALER/MANAGER (OR ANY PERSON ACTING FOR THE STABILISING DEALER/MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH THE ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
This summary must be read as an introduction to this Information Memorandum and any decision to invest in the Notes should be based on a consideration of this Information Memorandum as a whole, including the documents incorporated by reference. No civil liability attaches to the Issuers or the Guarantors in any Member State which has implemented the Prospectus Directive solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Information Memorandum. Where a claim relating to the information contained in this Information Memorandum is brought before a court in a Member State, the claimant may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Information Memorandum before the legal proceedings are initiated.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Information Memorandum have the same meanings in this summary.
| Issuers: | Unilever N.V. ("N.V."), Unilever PLC ("PLC") and Unilever Japan Holdings K.K. ("UJH"). |
|---|---|
| Guarantors: | N.V. (in respect of Notes issued by PLC and UJH), PLC (in respect of Notes issued by N.V. and UJH) and Unilever United States, Inc. ("UNUS") (in respect of Notes issued by N.V. and PLC). |
| Description of Issuers and Guarantors: |
N.V. and PLC are the two parent companies of the Unilever Group of companies, suppliers of fast moving consumer goods including foods, home and personal care products. N.V. was incorporated in The Netherlands in 1927 and PLC was incorporated in England in 1894. The Unilever Group was formed in 1930 and since then N.V. and PLC together with their group companies have operated largely as a single entity. N.V. and PLC have the same directors, adopt the same accounting principles and are linked by a series of agreements which among other things regulate the mutual rights of the two sets of shareholders. |
| UJH is an indirect wholly owned subsidiary of N.V., UNUS is indirectly wholly owned by N.V. and PLC. UJH was incorporated in Japan in 1995 and UNUS was incorporated in the State of Delaware, United States of America in 1977. N.V., PLC, UJH and UNUS are all holding companies within the Unilever Group. Detailed descriptions of the Issuers and Guarantors are set out below in "Description of the Issuers and the Guarantors". |
|
| Arranger: | UBS Limited |
| Dealers: | Banco Santander, S.A. Citigroup Global Markets Limited Deutsche Bank AG, London Branch Goldman Sachs International HSBC Bank plc J.P. Morgan Securities Ltd. Mizuho International plc Morgan Stanley & Co. International plc The Royal Bank of Scotland plc UBS AG UBS Limited |
| and any other dealer appointed from time to time by N.V. and PLC either generally for the Programme or in relation to a particular issue of Notes (including as a manager in relation to a particular underwritten issue of Notes). |
|
| Principal Paying Agent: | Deutsche Bank AG, London Branch |
| Trustee: | The Law Debenture Trust Corporation p.l.c. |
| Initial Programme Amount: |
The aggregate principal amount outstanding under the Programme at any time shall not exceed U.S.\$15,000,000,000 (or its approximate equivalent in other currencies at the issue date of the relevant Series) subject to any duly authorised increase or decrease. |
Form of Notes: Notes will be in bearer form and may be in new global note form (a "NGN" or "New Global Note"), if so specified in the applicable Final Terms. A global Note not in NGN form is in "CGN" or "Classic Global Note" form. The relevant Issuer will deliver a temporary global Note which, in the case of a temporary global Note which is a CGN, will be deposited on or before the relevant issue date with a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or any other relevant clearing system and, in the case of a temporary global Note which is a NGN, will be deposited on or before the relevant issue date with a common safekeeper for Euroclear and Clearstream, Luxembourg. Such temporary global Note will be exchangeable for a permanent global Note or for serially numbered Notes in definitive bearer form, in accordance with its terms and conditions. A permanent global Note will only be exchangeable for Notes in definitive bearer form if so specified in the relevant Final Terms, and then only in certain circumstances and in accordance with its terms and conditions and the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system. Notes in definitive bearer form will, if interestbearing, either have interest coupons attached or have a grid for recording the payment of interest endorsed thereon. In the case of Notes denominated in Swiss Francs ("Swiss Notes") only, such Notes will be represented exclusively by a Swiss Permanent Global Note which shall be deposited with SIX SIS AG, the Swiss Securities Corporation in Olten, Switzerland ("SIX SIS AG") or, as the case may be, with any other intermediary in Switzerland recognised for such purposes by the SIX Swiss Exchange (SIX SIS AG or any such other intermediary, the "Intermediary"). Once the Swiss Permanent Global Note (Globalurkunde) is deposited with the Intermediary, and entered into the accounts of one or more participants of the Intermediary, the Swiss Notes will constitute intermediated securities (Bucheffekten) in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz). Neither the Issuer nor the holders of Swiss Notes shall at any time have the right to effect or demand the conversion of the Swiss Permanent Global Note (Globalurkunde) into, or the delivery of, uncertificated securities (Wertrechte) or Swiss Definitive Notes (Wertpapiere). No physical delivery of the Swiss Notes shall be made unless and until Swiss Definitive Notes (Wertpapiere) are printed. Swiss Definitive Notes (Wertpapiere) may only be printed, in whole, but not in part, if the Principal Swiss Paying Agent determines, in its sole discretion, that the printing of the Swiss Definitive Notes (Wertpapiere) is necessary or useful.
Currencies: Notes may be denominated in any currency, subject to compliance with all applicable legal or regulatory requirements. Notes may, subject to compliance as aforesaid, be issued as dual currency instruments.
Redenomination: If stated in the relevant Final Terms, for Notes denominated in the currency of a member state of the European Union that has not adopted the single currency, if that member state at a later stage adopts the single currency, Notes may be redenominated in euro and/or exchanged for other Series of Notes denominated in euro. The relevant provisions applicable to any such redenomination are contained in Conditions 8C and 8D of the "Terms and Conditions of the Notes".
Issuance in Series: Notes will be issued in series (each a "Series") comprising one or more tranches (each a "Tranche") of Notes of that Series issued on the same date. The Notes of each Series will be subject to identical terms (other than in respect of the issue date, the issue price, the first payment of interest and the denomination (all as indicated in the relevant Final Terms)), whether as to currency, interest or maturity or otherwise.
| Maturity of Notes: | Notes may have any maturity and may have no fixed maturity, subject to compliance with all applicable legal or regulatory requirements. Any Notes having a maturity of less than one year and in respect of which the issue proceeds are to be accepted by the relevant Issuer in the United Kingdom will: (a) have a minimum redemption value of £100,000 (or its equivalent in other currencies) and be issued only to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses, or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses; or (b) be otherwise issued without contravention of Section 19 of the Financial Services and Markets Act 2000 ("FSMA"). |
|---|---|
| Terms and Conditions: | The Notes of each Series are subject to the terms and conditions agreed between the relevant Issuer and the relevant Dealer or other purchaser at or prior to the time of issuance of such Series, and will be specified in the relevant Final Terms. The terms and conditions applicable to the Notes of each Series will therefore be those set out on the face of the Notes and in the "Terms and Conditions of the Notes" below, as supplemented, modified or replaced by the relevant Final Terms. |
| Early Redemption: | Early redemption will be permitted for taxation reasons as set forth in the "Terms and Conditions of the Notes" below, but will otherwise be permitted only to the extent specified in the relevant Final Terms. |
| Redemption: | Notes may be redeemable at par or at such other redemption amount as may be specified in the relevant Final Terms. |
| Interest Rates: | Notes may be interest-bearing or non-interest-bearing. Interest (if any) may be at a fixed or floating rate and may vary during the lifetime of the relevant Series. |
| Issue: | The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions. |
| Issue Price: | Notes may be issued at par or at a discount or premium to par. |
| Denominations: | Notes may not be issued under the Programme which have a minimum denomination of less than €1,000 (or its equivalent in another currency). Subject thereto, Notes will be issued in denominations as may be agreed between the relevant Issuer and the relevant Dealer or other purchaser subject to compliance with all applicable legal or regulatory requirements. |
| Status of Notes: | The Notes will constitute direct, unconditional and unsecured obligations of the relevant Issuer and rank and will rank pari passu without any preference among themselves with all other present and future unsecured and unsubordinated obligations of such Issuer (other than obligations preferred by law) except as provided in the "Terms and Conditions of the Notes" below. |
| Guarantee: | Under the terms of a trust deed dated 22nd July 1994, as amended (the "Trust Deed"), the Guarantors have undertaken to guarantee the obligations of the Issuers under the Notes as follows: (i) the obligations of N.V. will be guaranteed jointly and severally by PLC and UNUS; (ii) the obligations of PLC will be guaranteed jointly and severally by N.V. and UNUS; and (iii) the obligations of UJH will be guaranteed jointly and severally by N.V. and PLC. The obligations of each Guarantor under the Trust Deed will constitute an unsecured obligation of such Guarantor and rank and will rank (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of such Guarantor except as provided in the "Terms and Conditions of the Notes" below. |
| Taxation: | Payments in respect of Notes will be made free and clear of any present or future taxes or duties imposed by or in The Netherlands, in the case of |
| N.V., by or in the United Kingdom, in the case of PLC, by or in Japan, in the case of UJH and (in certain limited cases) PLC and N.V. and by or in the United States, in the case of UNUS or, if such taxes are required to be withheld, will be increased to the extent necessary in order that the net amount received by the relevant holder of the Notes, after such withholding, equals the amount of the payment that would have been received in the absence of such withholding, subject to certain exceptions set out in the "Terms and Conditions of the Notes" below. |
|
|---|---|
| Listing and trading: | Each Series may be admitted to the Official List and admitted to trading on the London Stock Exchange's Regulated Market and/or admitted to listing on Euronext Amsterdam's Eurolist by NYSE Euronext ("Eurolist by NYSE Euronext") and/or admitted to trading on Euronext Amsterdam and/or on any other listing authority, stock exchange and/or quotation system or may be unlisted (as specified in the relevant Final Terms). |
| Governing Law: | The Notes and all related contractual documentation, and any non contractual obligations arising out of or in connection with them, will be governed by, and construed in accordance with, English law. |
| Negative Pledge: | The "Terms and Conditions of the Notes" below include a negative pledge by N.V. and PLC as set forth therein. |
| Events of Default: | The events of default under the Notes are as specified in the "Terms and Conditions of the Notes" below which include a cross default clause in relation to N.V. and PLC. |
| Selling Restrictions: | Sale of the Notes will (subject to the relevant Final Terms) be subject to restrictions on sale with respect to the United States of America, the European Economic Area, the United Kingdom, Japan, The Netherlands and the Republic of France, all as set out under "Subscription and Sale" below and all other applicable selling restrictions. |
| Enforcement of Notes in Global Form: |
In the case of Notes in global form held in a clearing system, investors will have certain direct rights of enforcement (which are set out in the Trust Deed) against the relevant Issuer in the event of a default in payment on the Notes. |
| Clearing Systems: | Euroclear, Clearstream, Luxembourg and/or, in relation to any Notes, any other clearing system as may be specified in the relevant Final Terms. |
| Risk Factors: | Investing in the Notes involves certain risks, some of which are set out in more detail below in "Risk Factors" and include general business risk factors which may affect the ability of the Issuers and the Guarantors to fulfil their respective obligations under the Notes or under the guarantee of the Notes. These general business risk factors include: (i) a decline in consumer confidence affecting Unilever's global brands; (ii) the impact on consumer demand of economic slowdown; (iii) maintenance of product innovation; (iv) economic, social and political conditions in developing countries; (v) customer relations; (vi) increasing competitive pressures; (vii) price and supply of raw materials and commodities contracts; (viii) failure to meet high product safety, social, environmental and ethical standards; (ix) ability to integrate acquisitions, complete planned divestitures and implement restructuring programmes; (x) shortfalls in recruitment or retention of talented employees; (xi) requirement for additional pension contributions; (xii) material and sustained shortfall in cash flow undermining credit rating and ability to raise funding; and (xiii) financial risks. Other risk factors specific to the Notes include: (i) that the right of a holder to receive payments under the Notes (including after the insolvency of the relevant issuer or guarantor) will be structurally subordinated to the other liabilities of the subsidiaries of the relevant Issuer or Guarantor due to the fact that each of the Issuers and the Guarantors is a holding company; and (ii) that there can be no assurance (X) that an active trading market will develop for any series of Notes issued or (Y) of the ability of the holders of Notes to sell their Notes or the |
price at which such holders may be able to sell their Notes.
The Issuers and the Guarantors believe that the following factors may affect their ability to fulfil their respective obligations under the Notes issued under the Programme or under the guarantee of the Notes. Most of these factors are contingencies which may or may not occur and the Issuers and Guarantors are not in a position to express a view on the likelihood of any such contingency occurring. In addition, risk factors which are specific to the Notes are also described below.
The Issuers and Guarantors believe that the factors described below represent the principal risks inherent in investing in the Notes issued under the Programme, but the inability of the Issuers and Guarantors to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and the Issuers and Guarantors do not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Information Memorandum and reach their own views prior to making any investment decision.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Information Memorandum have the same meanings in this section. In this Information Memorandum, references to "we" or "our" refer to the Unilever Group.
Prospective investors should consider, among other things, the following:
This document may contain forward-looking statements. Words such as 'expects', 'anticipates', 'intends', 'believes' or the negative of these terms and other similar expressions of future performance or results and their negatives are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including, among others, competitive pricing and activities, economic slowdown, industry consolidation, access to credit markets, recruitment levels, reputational risks, commodity prices, continued availability of raw materials, prioritisation of projects, consumption levels, costs, the ability to maintain and manage key customer relationships and supply chain sources, currency values, interest rates, the ability to integrate acquisitions and complete planned divestitures, the ability to complete planned restructuring activities, physical risks, environmental risks, the ability to manage regulatory, tax and legal matters and resolve pending matters within current estimates, legislative, fiscal and regulatory developments, political, economic and social conditions in the geographic markets where the Group operates and new or changed priorities of the Boards. These forward-looking statements speak only as of the date of this document.
Unless otherwise specified by reference to UNUS or UJH, the following risk factors apply in the Group context and are also applicable on a national basis to each of UNUS and UJH.
Unilever's business is dependent on continuing consumer demand for its brands. Reduced consumer wealth driven by adverse economic conditions may result in Unilever's consumers becoming unwilling or unable to purchase Unilever's products, which could adversely affect Unilever's cash flow, turnover, profits and profit margins. In addition, Unilever has a large number of global brands, some of which have a significant carrying value as intangible assets: adverse economic conditions may reduce the value of those brands which could requires Unilever to impair their balance sheet value.
During economic downturns access to credit could be constrained. This could impact the viability of Unilever's suppliers and customers and could temporarily inhibit the flow of day-to-day cash transactions with suppliers and customers via the banks.
Adverse economic conditions may affect one or more countries within a region, or may extend globally. The impact on Unilever's overall portfolio will depend on the severity of the economic slowdown, the mix of countries affected and any government response to reduce the impact such as fiscal stimulus, changes to taxation and measures to minimise unemployment.
Unilever operates globally in competitive markets where the activities of competitors may adversely impact its market shares and therefore place its cashflow, turnover, profits and/or profit margins under pressure. Further, Unilever derives significant revenues from Developing & Emerging (D&E) markets which are
Unilever operates globally in competitive markets where the activities of other multinational companies, local and regional companies and customers which have a significant private label business may adversely affect Unilever's market shares, cash flow, turnover, profits and/or profit margins.
In 2010, more than half of Unilever's turnover came from developing and emerging markets including Brazil, India, Indonesia, Turkey, South Africa, China, Mexico and Russia. These markets are typically more volatile than developed markets, so Unilever is continually exposed to changing economic, political and social developments outside Unilever's control, any of which could adversely affect Unilever's business. Failure to understand and respond effectively to local market developments could put at risk Unilever's cash flow, turnover, profit and/or profit margins.
Unilever's mission is to help people feel good, look good and get more out of life with brands and services that are good for them and good for others. This is achieved by designing and delivering superior branded products/services at relevant price points to consumers across the globe. Failure to provide sufficient funding to develop new products, lack of technical capability in the research and development function, lack of prioritisation of projects and/or failure by operating management to successfully and quickly roll out the products may adversely impact Unilever's cash flow, turnover, profit and/or profit margins and may impact Unilever's reputation.
Maintaining successful relationships with Unilever's customers is key to ensuring its brands are successfully presented to Unilever's consumers and are available for purchase at all times. Any breakdown in the relationships with customers could reduce the availability to Unilever's consumers of existing products and new product launches and therefore impact Unilever's cash flow, turnover, profits and/or profit margins.
The retail industry continues to consolidate in many of Unilever's markets. Further consolidation and the continuing growth of discounters could increase the competitive retail environment by increasing customers' purchasing power, increasing the demand for competitive promotions and price discounts, increase cross-border sourcing to take advantage of pricing arbitrage and thus adversely impact Unilever's cash flow, turnover, profits and/or profit margins. Increased competition between retailers could place pressure on retailer margins and increase the counterparty risk to Unilever.
As a global organisation Unilever's asset values, earnings and cash flows are influenced by a wide variety of currencies, interest rates, tax jurisdictions and differing taxes. If Unilever is unable to manage its exposures to any one, or a combination, of these factors, this could adversely impact Unilever's cash flow, profits and/or profit margins. A material and significant shortfall in net cash flow could undermine Unilever's credit rating, impair investor confidence and hinder Unilever's ability to raise funds, whether through access to credit markets, commercial paper programmes, long-term bond issuances or otherwise. In times of financial market volatility, Unilever is also potentially exposed to counterparty risks with banks.
Unilever is exposed to market interest rate fluctuations on its floating rate debt. Increases in benchmark interest rates could increase the interest cost of Unilever's floating rate debt and increase the cost of future borrowings. Unilever's inability to manage the interest cost effectively could have an adverse impact on Unilever's cash flow, profits and/or profit margins.
Because of the breadth of Unilever's international operations it is subject to risks from changes to the relative value of currencies which can fluctuate widely and could have a significant impact on Unilever's assets, cash flow, turnover, profits and/or profit margins. Further, because Unilever consolidates its financial statements in euros it is subject to exchange risks associated with the translation of the underlying net assets of its foreign subsidiaries. Unilever is also subject to the imposition of exchange controls by individual countries which could limit its ability to import materials paid by foreign currency or to remit dividends to the parent company.
Certain businesses have defined benefit pension plans, most now closed to new employees, which are exposed to movements in interest rates, fluctuating values of underlying investments and increased life expectancy. Changes in any or all of these inputs could potentially increase the cost to Unilever of funding the schemes and therefore have an adverse impact on profitability and cash flow.
In view of the current economic climate and deteriorating government deficit positions, tax legislation in the countries in which Unilever operates may be subject to change, which may have an adverse impact on its profits.
Unilever has developed a strong corporate reputation over many years for its focus on social and environmental issues, including promoting sustainable renewable resources. The Unilever brand logo is now displayed on all Unilever's products and increasingly displayed in its advertising, increasing Unilever's external exposure. In 2010, Unilever launched the Unilever Sustainable Living Plan that sets out Unilever's social and environmental ambitions for the coming decade.
The environmental measures that Unilever regards as most significant are those relating to C02 from energy that it uses, the water Unilever consumes as part of its production processes and the amount of waste that it generates for disposal. Failure to design products with a lower environmental footprint could damage Unilever's reputation and hence long-term cash flow, turnover, profits and/or profit margins. Should Unilever fail to meet high product safety, social, environmental and ethical standards across all its products and in all its operations and activities it could impact Unilever's reputation, leading to the rejection of products by consumers, damage to Unilever's brands including growth and profitability, and diversion of management time into rebuilding Unilever's reputation.
Unilever's ability to make products is dependent on securing timely and cost-effective supplies of production materials, some of which are globally traded commodities. The price of commodities and other key materials, labour, warehousing and distribution fluctuates according to global economic conditions, which can have a significant impact on Unilever's product costs. Unilever saw commodity prices rise in the second half of 2010 and this looks set to continue during 2011. If Unilever is unable to increase prices to compensate for higher input costs, this could reduce Unilever's cash flow, profits and/or profit margins. If Unilever increases prices more than its competitors, this could undermine Unilever's competitiveness and hence market shares.
Further, two-thirds of the raw materials that Unilever buys come from agriculture. Changing weather patterns, water scarcity and unsustainable farming practices threaten the long-term viability of agricultural production. A reduction in agricultural production may limit Unilever's ability to manufacture products in the long term.
Unilever is dependent on regional and global supply chains for the supply of raw materials and services and for the manufacture, distribution and delivery of Unilever's products. Unilever may be unable to respond to adverse events occurring in any part of this supply chain such as changes in local legal and regulatory schemes, labour shortages and disruptions, environmental and industrial accidents, bankruptcy of a key supplier or failure to deliver supplies on time and in full, which could impact Unilever's ability to deliver orders to Unilever's customers. Any of the foregoing could adversely impact Unilever's cash flow, turnover, profits and/or profit margins and harm Unilever's reputation and its brands.
Attracting, developing and retaining talented employees is essential to the delivery of Unilever's strategy. If Unilever fails to determine the appropriate mix of skills required to implement Unilever's strategy and subsequently fail to recruit or develop the right number of appropriately qualified people, or if there are high levels of staff turnover, this could adversely affect Unilever's ability to operate successfully, and hence grow its business and effectively compete in the marketplace.
Unilever is subject to local, regional and global rules, laws and regulations, covering such diverse areas as product safety, product claims, trademarks, copyright, patents, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Important regulatory bodies in respect of Unilever's business include the European Commission and the US Food and Drug Administration. Failure to comply with laws and regulations could leave Unilever open to civil and/or criminal legal challenge and, if upheld, fines or imprisonment imposed on us or Unilever's employees. Further, Unilever's reputation could be significantly damaged by adverse publicity relating to such a breach of laws or regulations and such damage could extend beyond a single geographic area.
Since 2009, Unilever has announced €4.6 billion of acquisitions and Unilever's global and regional restructuring programmes will continue in 2011. In the event that Unilever is unable to successfully implement these changes in a timely manner or at all, or effectively manage third-party relationships and/or outsourced processes, Unilever may not be able to realise some or all of the anticipated expense reductions. In addition, because some of the restructuring changes involve important functions, any disruption could harm the operations of Unilever's business, Unilever's reputation and/or relationship with Unilever's employees.
Unilever is exposed to varying degrees of risk and uncertainty related to other factors including physical, environmental, political, social and terrorism risks within the environments in which Unilever operates, failure to complete planned divestments, taxation risks, failure to resolve insurance matters within current estimates and changing priorities of Unilever's boards of directors. All these risks could materially affect the Group's business, Unilever's turnover, operating profits, net profits, net assets and liquidity. There may be risks which are unknown to Unilever or which are currently believed to be immaterial.
In Japan, the "hair" category is an important part of UJH's business, representing a majority of the product portfolio with a number of large brands. Accordingly, the hair category is important to UJH's success in the marketplace.
Product life-cycles in Japan are relatively short, requiring more frequent innovation than in other markets. A failure to innovate at the necessary speed or a failure for consumers to accept innovations when they are brought to the market can therefore significantly affect the performance of the business.
On 11th March 2011, Japan experienced a 9.0 magnitude earthquake and a subsequent tsunami. The paragraph entitled "March 2011 Earthquake and Tsunami" in "Description of the Issuers and Guarantors – Unilever Japan Holdings K.K." provides a summary of the effect of the damage caused by the earthquake and tsunami on the business of UJH and its subsidiaries. The future impact of the earthquake and tsunami on the business of UJH and subsidiaries is difficult to accurately predict as the recovery phase is ongoing. There may be an impact on one or more of the following aspects of UJH's business: the supply chain, distribution operations, the competitive environment in which UJH operates, consumer demand and/or other areas of the business that are currently not foreseeable. Such an impact may have a negative impact on UJH's or its subsidiaries'turnover and/or profitability.
Each of the Issuers and the Guarantors is a holding company and currently conducts substantially all of its operations through its subsidiaries. As a result, the right of a holder of a Note to receive payments on a Note issued by an Issuer or guaranteed by a Guarantor is structurally subordinated to the other liabilities of the subsidiaries of the relevant Issuer or Guarantor. Consequently, in the event of insolvency of an Issuer or a Guarantor, the claims of holders of Notes would be structurally subordinated to the prior claims of the creditors of those subsidiaries and affiliated companies.
Each of the Issuers may issue Notes in different series with different terms in amounts that are to be determined. Although any such Notes may be listed on a recognised stock exchange, there can be no assurance that an active trading market will develop for any series of Notes. There can also be no assurance regarding the ability of holders of Notes to sell their Notes or the price at which such holders may be able to sell their Notes. If a trading market were to develop, the Notes could trade at prices that may be higher or lower than the initial offering price and this may result in a return that is greater or less than the interest rate on the Notes, depending on many factors, including, among other things, prevailing interest rates, Unilever's financial results, any change in Unilever's creditworthiness and the market for similar securities.
If, in the case of a particular Tranche of Notes, the relevant Final Terms specify that the Notes are Index-linked Notes or Variable Redemption Amount Notes, there is a risk that any investor may lose the value of their entire investments or part of it.
The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
The conditions of the Notes also provide that the Trustee may in certain circumstances, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such or (iii) the substitution of another company as principal debtor under any Notes in place of the Issuer, in the circumstances described in Condition 15.
Each of the Issuers and Guarantors may be a party to contracts with a number of other third parties that have agreed to perform services in relation to the Notes. For example, a paying agent has agreed to provide payment and calculation services in connection with the Notes and, in respect of global Notes in NGN form that an Issuer may request be made eligible for settlement with Euroclear and Clearstream, Luxembourg, such parties have agreed, inter alia, to maintain records of their respective portion of the issue outstanding amount and, upon an Issuer's request, to produce a statement for such Issuer's use showing the total nominal amount of its customer holding for such Notes as of a specified date.
The New Global Note form has been introduced to allow for the possibility of debt instruments being issued and held in a manner which will permit them to be recognised as eligible collateral for monetary policy of the central banking system for the euro (the "Eurosystem") and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. However in any particular case such recognition will depend upon satisfaction of the Eurosystem eligibility criteria at the relevant time. Investors should make their own assessment as to whether the Notes meet such Eurosystem eligibility criteria.
The ability of each of the Issuers and the Guarantors to meet its financial obligations is dependent upon the availability of cash flows from its subsidiaries and affiliated companies through dividends, intercompany advances and other payments. In addition, as part of a global organisation, the Issuers and the Guarantors are dependent upon each other and other Unilever Group companies for various services, rights and other functions. For example, UNUS is dependent upon its parents acting as guarantors of certain of its financial obligations and is also dependent upon certain intellectual property rights held by other group companies.
The following documents shall be deemed to be incorporated in, and to form part of, this document:
save that any statement contained herein or in any of the documents incorporated by reference in, and forming part of, this Information Memorandum shall be deemed to be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such statement provided that such modifying or superseding statement is made by way of supplement to the Information Memorandum pursuant to Article 16 of the Prospectus Directive.
Each Issuer and Guarantor will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in the Information Memorandum, prepare a further supplement to this Information Memorandum or publish a new Information Memorandum for use in connection with any subsequent issue of Notes in compliance with section 87G of the FSMA.
The Unilever Annual Report and Accounts 2009, the Unilever Annual Report and Accounts 2010, the Unilever Trading Statement First Quarter 2011 and the Annual Reports and Accounts on Form 20-F of N.V. and PLC in respect of the year ended 31st December 2010 refer to certain supplementary information being available on Unilever's website and the website of the United States Securities and Exchange Commission. Unless otherwise contained in this document or the documents referred to above, such supplementary information is not incorporated by reference in, and does not form part of, this document.
For the avoidance of doubt (and unless otherwise contained in this Information Memorandum or in the documents incorporated by reference in, and forming part of, this Information Memorandum) any documents themselves incorporated by reference in any document incorporated by reference in, and forming part of, this Information Memorandum shall not form part of this Information Memorandum.
UNUS does not prepare financial statements on an entity basis and has not prepared audited financial statements in respect of the financial year ended 31st December 2010. UJH does not prepare financial statements on a consolidated basis.
The following is the text of the Terms and Conditions of the Notes which (subject to completion and amendment) will be applicable to each Tranche of Notes provided, however, that the relevant Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these terms and conditions, replace the following terms and conditions for the purposes of such Tranche of Notes.
The Notes are constituted by a trust deed dated 22nd July 1994 (the "Trust Deed", which expression shall include any amendments or supplements thereto or any restatement thereof) made between Unilever N.V. ("N.V."), Unilever PLC ("PLC") and Unilever Japan Holdings K.K., ("UJH") (the "Issuers" and each an "Issuer", which expression shall include any Group Company (as defined below) which becomes an Issuer as contemplated by Condition 15), N.V., PLC and Unilever United States, Inc. ("UNUS") as guarantors of the Notes as hereinafter described (the "Guarantors" and each a "Guarantor") and The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such) as trustee for the holders of each Series of the Notes (the "Noteholders"). Pursuant to the Trust Deed, the Notes issued by (i) N.V. are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, (ii) PLC are guaranteed unconditionally and irrevocably on a joint and several basis by N.V. and UNUS and (iii) UJH are guaranteed unconditionally and irrevocably on a joint and several basis by N.V. and PLC.
Certain statements herein are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes and of the interest coupons, if any, appertaining to the Notes (the "Coupons") and the receipts, if any, in respect of instalments of principal (the "Receipts"). The Notes, the Coupons and the Receipts also have the benefit of a paying agency agreement dated 22nd July 1994 (the "Paying Agency Agreement", which expression shall include any amendments or supplements thereto or any restatement thereof) made between N.V., PLC, UJH and UNUS in their capacities as Issuers and Guarantors, Deutsche Bank AG, London Branch as principal paying agent (the "Principal Paying Agent", which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such and any substitute or additional principal paying agent appointed in accordance with the Paying Agency Agreement), the paying agents named therein (the "Paying Agents", which expression shall, unless the context otherwise requires, include the Principal Paying Agent and any substitute or additional paying agents appointed in accordance with the Paying Agency Agreement) and the Trustee. Noteholders and the holders of the Coupons (the "Couponholders") and the holders of Receipts (the "Receiptholders") are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Paying Agency Agreement. Copies of the Trust Deed and the Paying Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the date of this Information Memorandum at Fifth Floor, 100 Wood Street, London EC2V 7EX) and at the specified office of each of the Paying Agents.
For the purposes of Notes denominated in Swiss Francs ("Swiss Notes") only, the relevant Issuer will, together with the Principal Paying Agent and the Swiss paying agent specified in the Final Terms relating to the relevant issue of Swiss Notes as principal Swiss paying agent (the "Principal Swiss Paying Agent"), enter into a supplemental paying agency agreement. In addition, all references in the Terms and Conditions of the Notes to the "Principal Paying Agent" and the "Paying Agents" shall, so far as the context permits, be construed as references only to the relevant Swiss paying agents, as set out in the relevant Final Terms relating to the Swiss Notes. References in the Terms and Conditions of the Notes to "Euroclear" and/or "Clearstream, Luxembourg" shall, so far as the context permits, be construed as including references to SIX SIS A G, the Swiss Securities Corporation in Olten, Switzerland ("SIX SIS AG"), or to any other Intermediary (as defined below) clearing system through which the Swiss Notes are to be cleared, which shall be considered an additional or alternative clearing system for the purposes of the Swiss Notes.
The Notes are issued in series (each a "Series"), and each Series may comprise one or more tranches ("Tranches" and each a "Tranche") of Notes. Each Tranche will be the subject of final terms ("Final Terms") prepared by, or on behalf of, the Issuer a copy of which will, in the case of a Tranche of Notes which is to be listed on the Official List (the "Official List") of the United Kingdom Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the "U.K. Listing Authority") and/or Euronext Amsterdam's Eurolist by NYSE Euronext ("Eurolist by NYSE Euronext"), be lodged with the U.K. Listing Authority and the London Stock Exchange plc and/or Euronext Amsterdam N.V. ("Euronext Amsterdam") and be available for inspection at the specified office of each of the Paying Agents appointed in respect of such Notes and, in the case of a Tranche of Notes which is not to be listed on the Official List or Eurolist by NYSE Euronext or any other stock exchange, a copy of which will only be available for inspection at the specified office of each of the Paying Agents appointed in respect of such Notes by a Holder in respect of such Notes.
In these Terms and Conditions, unless otherwise expressly stated, references to Notes are to Notes of the relevant Series (and, where the context permits, shall be deemed to include Receipts appertaining to such Notes), references to Receipts are references to Receipts appertaining to Notes of the relevant Series, references to Coupons are to Coupons appertaining to Notes of the relevant Series, references to the Issuer are to the Issuer of such Notes, references to the Guarantors are references to the Guarantors of such Issuer's obligations under such Notes and references to the Paying Agents are references to the Paying Agents appointed in respect of such Notes. Subject thereto, capitalised terms shall, unless defined herein, have the meanings ascribed thereto in the Trust Deed.
(a) Notes are issued in bearer form. Each Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Variable Coupon Amount Note, a High Interest Note, a Low Interest Note, a Step-up Note or a Step-down Note depending upon the Interest Basis shown on its face, and a Fixed Redemption Amount Note or a Variable Redemption Amount Note depending on the Redemption Basis shown on its face. All payments in respect of each Note shall be made in the currency shown on its face unless it is stated on its face to be a Dual Currency Note (which for the purposes of these Terms and Conditions shall include Reverse Dual Currency Notes, Optional Dual Currency Notes, and any other Note in respect of which payments shall or may, at the option of the Issuer or any Holder, be made in more than one currency), in which case payments shall or may be made at the option and on the basis stated in the relevant Final Terms.
(b) Each Tranche of Notes will be represented upon issue by a temporary global note (a "Temporary Global Note") in substantially the form (subject to amendment and completion) scheduled to the Trust Deed and, if so specified in the Final Terms, such Temporary Global Note shall be a New Global Note. On or after the date (the "Exchange Date") which is 40 days after the completion of distribution of the Notes of the relevant Tranche and provided certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received, interests in the Temporary Global Note may be exchanged for:
If interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note pursuant to clause (i) above, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes described in clause (ii) above.
Each exchange of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for a Definitive Note, and each exchange of an interest in a Permanent Global Note for a Definitive Note, shall be made outside the United States.
(c) If any date on which a payment of interest is due on the Notes of a Tranche occurs while any of the Notes of that Tranche are represented by the Temporary Global Note, the related interest payment will be made on the Temporary Global Note only to the extent that certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received by Euroclear Bank S.A./N.V., ("Euroclear"), Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or any other relevant clearing system. Payments of principal or interest (if any) on a Permanent Global Note will be made through Euroclear or Clearstream, Luxembourg without any requirement for certification.
(d) If so specified in the relevant Final Terms, interests in a Permanent Global Note will be exchangeable in whole (but not in part only), at the option of the Holder of such Permanent Global Note and in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system and, unless otherwise specified in the relevant Final Terms, at the Issuer's cost, for Definitive Notes. In order to exercise such option, the Holder must, not less than 45 days before the date on which delivery of Definitive Notes in global or definitive form is required, deposit the relevant Permanent Global Note with the Principal Paying Agent with the form of exchange notice endorsed thereon duly completed. Interests in a Permanent Global Note will, in any event, be exchangeable in whole (but not in part only) at the cost of the Issuer, for Definitive Notes (i) if any Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or (ii) if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days.
Swiss Notes will be in bearer form and shall be represented exclusively by a Swiss Permanent Global Note which shall be deposited with SIX SIS AG, or, as the case may be, with any other intermediary recognised for such purposes by the SIX Swiss Exchange (SIX SIS AG or any such other intermediary, the "Intermediary"). Once the Swiss Permanent Global Note is deposited with the Intermediary, and entered into the accounts of one or more participants of the Intermediary, the Notes will constitute intermediated securities (Bucheffekten) ("Intermediated Securities") in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz).
The records of the Intermediary will determine the number of Swiss Notes held through each participant in that Intermediary. In respect of the Swiss Notes held in the form of Intermediated Securities, the holders of the Swiss Notes (the "Holders") will be the persons holding the Swiss Notes in a securities account in their own name and for their own account.
Each Holder shall have a quotal co-ownership interest (Miteigentumsanteil) in the Swiss Permanent Global Note to the extent of his claim against the Issuer, provided that for so long as the Swiss Permanent Global Note remains deposited with the Intermediary the co-ownership interest shall be suspended and the Swiss Notes may only be transferred or otherwise disposed of in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz), i.e., by the entry of the transferred Swiss Notes in a securities account of the transferee.
Neither the Issuer nor the Holders shall at any time have the right to effect or demand the conversion of the Swiss Permanent Global Note (Globalurkunde) into, or the delivery of, uncertificated securities (Wertrechte) or Swiss Definitive Notes (Wertpapiere). No physical delivery of the Swiss Notes shall be made unless and until Swiss Definitive Notes (Wertpapiere) are printed. Swiss Definitive Notes may only be printed, in whole, but not in part, if the Principal Swiss Paying Agent determines, in its sole discretion, that the printing of the Swiss Definitive Notes (Wertpapiere) is necessary or useful. Should the Principal Swiss Paying Agent so determine, it shall provide for the printing of Swiss Definitive Notes (Wertpapiere) without cost to the Holders. Upon delivery of the Swiss Definitive Notes (Wertpapiere), the Swiss Permanent Global Note will be cancelled and the Swiss Definitive Notes (Wertpapiere) shall be delivered to the Holders against cancellation of the Swiss Notes in the Holders' securities accounts.
(e) Interest-bearing Definitive Notes will, if so specified in the relevant Final Terms, have endorsed thereon a grid for the recording of the payment of interest or have attached thereto at the time of their initial delivery Coupons presentation of which will be a prerequisite to the payment of interest in certain circumstances specified below. Interest-bearing Definitive Notes, if specified in the relevant Final Terms as having Coupons attached, will also, if so specified in the relevant Final Terms, and shall, in the case of such Undated Notes (as defined in Condition 7(b)) or long-dated Notes, have attached thereto, at the time of their initial delivery, a talon (a "Talon") for further coupons and the expression "Coupons" shall, where the context so permits, include Talons. Definitive Notes, the principal amount of which is repayable by instalments ("Instalment Notes"), will have endorsed thereon a grid for recording the repayments of principal or have attached thereto at the time of their initial delivery Receipts presentation of which will be a prerequisite to the repayment of the relevant instalment in certain circumstances specified below.
(f) The following legend will appear on all Notes with maturities of more than 365 days and (in the case of Definitive Notes) on Receipts, Coupons and Talons appertaining thereto:
"Any United States person (as defined in the Internal Revenue Code of the United States) who holds this obligation will be subject to the limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code."
The Internal Revenue Code sections referred to above provide that United States Holders, with certain exceptions, will not be entitled to deduct any loss on Notes, Receipts or Coupons and will not be entitled to capital gains treatment in respect of any gain recognised on any sale, disposition, redemption or payment of principal in respect of Notes, Receipts or Coupons.
(g) Subject to any then applicable legal and regulatory requirements, (i) Notes will be in the denomination or denominations (each of which denominations must be integrally divisible by either the smallest denomination or by the smallest increment between denominations, whichever is smaller) specified in the relevant Final Terms and (ii) Notes may not be issued under the Programme which have a minimum denomination of less than €1,000 (or its equivalent in another currency). Notes of one denomination will not be exchangeable, after their initial delivery, for Notes of any other denomination.
(h) Notes may be denominated in any currency (including, without limitation, euro (as defined in Condition 8C(3)) subject to compliance with all applicable legal or regulatory requirements.
(i) For the purposes of these Terms and Conditions, references to "Notes" shall, as the context may require, be deemed to be to Temporary Global Notes, Permanent Global Notes or Definitive Notes.
Subject to Condition 4, the Notes constitute direct, unconditional and unsecured obligations of the Issuer and (subject as aforesaid) rank and will rank pari passu without any preference among themselves with all other present and future unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by law).
Subject to Condition 4, the obligations of each Guarantor under the guarantee constitute unsecured obligations of such Guarantor and (subject as aforesaid) rank and will rank (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of such Guarantor.
So long as any Notes remain outstanding (as defined in the Trust Deed), neither N.V. nor PLC will create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the Notes and the Coupons shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the Notes and Coupons shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders provided that the restriction contained in this Condition shall not apply to:
(i) any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and
(ii) any security over assets of N.V. or, as the case may be, PLC arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers' Association) and/or similar terms applied by financial institutions, if and insofar as applicable.
For the purposes of this Condition:
"Indebtedness" means any loan or other indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which at the time of issue thereof either is, or is intended to be, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other recognised securities market and which by its terms has an initial stated maturity of more than one year; and
"substantial" means, in relation to each of N.V. and PLC, an aggregate amount equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of N.V., PLC and their group companies (being those companies required to be consolidated in accordance with Netherlands and United Kingdom legislative requirements relating to consolidated accounts) (the "Unilever Group", and any company within the Unilever Group being referred to herein as a "Group Company"), such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the Auditors (as defined in the Trust Deed) that, in their opinion, (1) the amounts shown in a certificate provided by N.V. and PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been accurately extracted from the accounting records of the Unilever Group, and (2) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.
(a) Title to Notes and Coupons will pass by delivery. References herein to the "Holders" of Notes, Receipts or Coupons signify the bearers of such Notes, Receipts or such Coupons.
(b) The Issuer, the Guarantors, the Trustee and the Paying Agents may deem and treat the Holder of any Note, Receipt or Coupon as the absolute owner thereof (whether or not such Note, Receipt or Coupon shall be overdue and notwithstanding any notice of any previous loss or theft thereof or any express or constructive notice of any claim by any other person of any interest therein) for the purpose of making payments and for all other purposes.
Notes may be interest-bearing or non-interest-bearing, as specified in the relevant Final Terms. The Final Terms in relation to each Tranche of interest-bearing Notes shall specify which one (and one only) of Conditions 6A, 6B, 6C or 6D shall be applicable and Condition 6E will be applicable to each Tranche of interest-bearing Notes as specified therein, save, in each case, to the extent inconsistent with the relevant Final Terms.
Notes, in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable, shall bear interest from their date of issue (the "Issue Date") (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms at the rate or rates per annum (or otherwise) (the "Fixed Rate of Interest") specified in the relevant Final Terms. Such interest will be payable in arrear on such dates (the "Fixed Interest Payment Dates") as are specified in the relevant Final Terms and on the date of final maturity thereof (the "Maturity Date"). The amount of interest payable in respect of any Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable shall be calculated by multiplying the product of the Fixed Rate of Interest and:
in each case, by the applicable Day Count Fraction (as defined in Condition 6F(6)) as specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable and which is in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than U.S. dollars, the applicable Day Count Fraction shall be Actual/Actual (ICMA) (as defined in Condition 6F(6)(ii)) and, in the case of Notes denominated in U.S. dollars, the applicable Day Count Fraction shall be 30/360 (as defined in Condition 6F(6)(vi)).
6B(1) Notes, in relation to which this Condition 6B is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6B.
6B(2) Such Notes shall bear interest from their Issue Date (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms. Such interest will be payable on each Interest Payment Date (as defined in Condition 6F(1)) and on the date of the final maturity thereof (the "Maturity Date") (if any).
6B(3) The relevant Final Terms, in relation to Notes in relation to which this Condition 6B is specified as being applicable, shall specify which page (the "Relevant Screen Page"), on the Reuters Screen or any other information vending service, shall be applicable. For these purposes, "Reuters Screen" means the Reuters Money Market Rates Service (or such other service as may be nominated as the information vendor for the purpose of displaying comparable rates in succession thereto).
6B(4) The rate of interest (the "Rate of Interest") for each Interest Period (as defined in Condition 6F(1)) in relation to Notes in relation to which this Condition 6B is specified as being applicable shall be determined by the Determination Agent (being the Principal Paying Agent or such other agent as may be specified in the relevant Final Terms) on the following basis:
(i) the Determination Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) in the relevant currency for a period of the duration of the relevant Interest Period according to the rate (or rates) appearing on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date (as defined in Condition 6B(6)). If five or more rates for deposits appear on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Determination Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such rates for deposits;
(ii) if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case may require, if fewer than three such rates for deposits so appear) or if the Relevant Screen Page (or any replacement therefor) is unavailable, the Determination Agent will request appropriate quotations and will determine the arithmetic mean of the rates at which deposits in the relevant currency are offered by four major banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market (unless otherwise specified in the relevant Final Terms), selected by the Determination Agent, at the Relevant Time on the Interest Determination Date to prime banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market (unless otherwise specified in the relevant Final Terms) for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time. If two or more of such banks provide the Determination Agent with such quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) of such quotations. "Euro-zone" means the zone comprising the member states of the European Union that have adopted or that adopt the single currency in accordance with the Treaty (as defined in Condition 8C(3)(vii));
(iii) if, on any Interest Determination Date, only three such rates for deposits are so quoted by such banks, the Determination Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; or
(iv) if fewer than three or no rates are so quoted by such banks, the Determination Agent will determine the arithmetic mean of the rates quoted by four major banks in the Relevant Financial Centre (as defined in Condition 8B(1)) (or, in the case of Notes denominated in euro, in such financial centre or centres as the Determination Agent may select), selected by the Determination Agent, at approximately 11.00 a.m. (Relevant Financial Centre time (or local time at such other financial centre or centres as aforesaid)) on the Interest Determination Date for loans in the relevant currency to leading European banks for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time,
and the Rate of Interest applicable to such Notes during each Interest Period will be the sum of the relevant margin (the "Relevant Margin") specified in the relevant Final Terms and the rate (or, as the case may be, the arithmetic mean) so determined; provided that, if the Determination Agent is unable to determine a rate (or, as the case may be, an arithmetic mean) in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to such Notes during such Interest Period will be the sum of the Relevant Margin and the rate (or, as the case may be, the arithmetic mean) last determined in relation to such Notes in respect of the preceding Interest Period; and provided always that, if there is specified in the relevant Final Terms a minimum interest rate or a maximum interest rate, then the Rate of Interest shall in no event be less than or, as the case may be, exceed such minimum or maximum interest rate.
6B(5) The Determination Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the "Interest Amount") payable in respect of the principal amount of each denomination of such Notes specified in the relevant Final Terms for the relevant Interest Period. The Interest Amount will be calculated by multiplying the product of the Rate of Interest for such Interest Period and:
in each case, by the applicable Day Count Fraction specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note to which this Condition 6B is specified in the relevant Final Terms as being applicable and which is in definitive form comprises more than one Calculation Amount, the Interest Amount payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than sterling, the applicable Day Count Fraction shall be Actual/360 (as defined in Condition 6F(6)) and, in the case of Notes denominated in sterling, the applicable Day Count Fraction shall be Actual/Actual (ISDA) (as defined in Condition 6F(6)).
6B(6) For the purposes of these Terms and Conditions:
6C(1) Notes, in relation to which this Condition 6C is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum determined in accordance with this Condition 6C.
6C(2) Each such Note shall bear interest from its Issue Date (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms. Such interest will be payable on such dates and in such amounts as would have been payable (regardless of any event of default or termination event thereunder) by the Issuer had it entered into a swap transaction (to which there applied an ISDA Master Agreement (Multicurrency Cross Border) and the 2000 ISDA Definitions (as amended and updated from time to time) or the 2006 ISDA Definitions (as amended and updated from time to time), as the case may be, (the "ISDA Definitions"), each as published by the International Swaps and Derivatives Association, Inc.), with the Holder of such Note under which:
Capitalised terms used in this Condition 6C shall, where the context so requires, have the meanings ascribed to them in the ISDA Definitions.
Notes, in relation to which this Condition 6D is specified in the relevant Final Terms as being applicable, shall bear interest at the rate or rates calculated on the basis specified in, and be payable in the amounts and in the manner determined in accordance with, the relevant Final Terms.
Conditions 6F(1), 6F(2), 6F(3) and 6F(5) shall be applicable to all Notes which are interest-bearing in the manner specified therein and, as appropriate, in the relevant Final Terms.
6F(1) The Final Terms in relation to each Tranche of Notes to which Condition 6B is applicable shall specify which of the following conventions shall be applicable, namely:
Each period beginning on (and including) such Issue Date or such other date as aforesaid and ending on (but excluding) the first Interest Payment Date and each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an "Interest Period".
6F(2) The Determination Agent will cause each Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, determined or calculated by it to be notified to the Issuer, the Guarantors, the Trustee and the Principal Paying Agent (from whose respective specified offices such information will be available) and, in the case of Notes listed on the Official List and/or Eurolist by NYSE Euronext or any other stock exchange, cause each such Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, to be notified to the U.K. Listing Authority, Euronext Amsterdam or such other stock exchange as soon as practicable after such determination but in any event not later than the fourth London Banking Day thereafter. The Determination Agent will be entitled (with the prior written consent of the Trustee) to amend any Interest Amount, floating amount, Interest Payment Date or final day of an interest calculation period (or to make appropriate alternative arrangements by way of adjustment) without prior notice in the event of the extension or abbreviation of the relevant Interest Period or an interest calculation period and such amendment or adjustment will be notified in accordance with the first sentence of this Condition 6F(2).
6F(3) The determination or calculation by the Determination Agent (or, failing such determination or calculation by the Determination Agent, the Trustee, pursuant to Condition 6F(4)) of all rates of interest and amounts of interest and other items falling to be determined or calculated by it for the purposes of this Condition 6 shall, in the absence of manifest error, be final and binding on all parties.
6F(4) If the Determination Agent does not at any time for any reason determine the Rate of Interest or calculate any Interest Amount for an Interest Period, the Trustee shall do so and such determination or calculation shall be deemed to have been made by the Determination Agent. In doing so, the Trustee shall determine or calculate the relevant matter in such manner as, in its absolute discretion, it shall deem fair and reasonable in the circumstances (having such regard as it shall think fit to the procedures described above), but subject always to any maximum or minimum interest rate which may be specified in the relevant Final Terms, or, subject as aforesaid, apply the foregoing provisions of this Condition, with any necessary consequential amendments, to the extent that, in its sole opinion, it can do so and in all other respects it shall do so in such manner as it shall, in its absolute discretion, deem fair and reasonable in the circumstances.
6F(5) Interest shall accrue on the principal amount of each Note or, in the case of an Instalment Note, on each instalment of principal or, in the case of a partly paid Note, on the paid-up principal amount of such Note or otherwise as indicated in the relevant Final Terms. Interest will cease to accrue as from the due date for redemption therefor (or, in the case of an Instalment Note, in respect of each instalment of principal, on the due date for payment thereof) unless (except in the case of any payment where presentation and/or surrender of the relevant Note is not required as a precondition of payment), upon due presentation or surrender thereof, payment in full of the principal amount or the relevant instalment or, as the case may be, redemption amount is improperly withheld or refused, in which case interest shall continue to accrue thereon as provided in the Trust Deed.
6F(6) The applicable "Day Count Fraction" means, in respect of the calculation of an amount for any period of time (from and including the first day of such period to but excluding the last day of such period) whether or not constituting an Interest Period (a "Calculation Period"), such Day Count Fraction as may be specified in the relevant Final Terms or, if no Day Count Fraction is specified in the relevant Final Terms, such Day Count Fraction as is specified in Condition 6A or Condition 6B(5), as the case may be, and:
"Determination Period" means, in the case of Notes in relation to which Condition 6A is specified in the relevant Final Terms, the period from, and including, a Fixed Interest Payment Date in any year to, and excluding, the next Fixed Interest Payment Date;
Day Count Fraction =
$$
\frac{[360x(Y_2 - Y_1)] + [30x(M_2 - M_1)] + (D_2 - D_1)}{360}
$$
where:
"Y1" is the year, expressed as a number, in which the first day of such Calculation Period falls:
"Y2" is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of such Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of such Calculation Period, unless such number is 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;
(vi) if "30E/360" or "Eurobond Basis" is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
$$
\frac{[360x(Y_2 - Y_1)] + [30x(M_2 - M_1)] + (D_2 - D_1)}{360}
$$
where:
"Y1" is the year, expressed as a number, in which the first day of such Calculation Period falls:
"Y2" is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of such Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of such Calculation Period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31, in which case D2 will be 30; and
(vii) if "30E/360 (ISDA)" is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
$$
\frac{[360x(Y_2 - Y_1)] + [30x(M_2 - M_1)] + (D_2 - D_1)}{360}
$$
where:
"Y1" is the year, expressed as a number, in which the first day of such Calculation Period falls:
"Y2" is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of such Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of such Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31 and in which case D2 will be 30.
(a) Unless previously redeemed, or purchased and cancelled, Notes shall be redeemed at their principal amount (or at such other redemption amount as may be specified in, or determined in accordance with, the relevant Final Terms) (or, in the case of Instalment Notes, in such amounts as may be specified in the relevant Final Terms) on the date or dates (or, in the case of Notes which bear interest at a floating rate, on the date or dates upon which interest is payable) specified in the relevant Final Terms.
(b) This Condition 7(b) is applicable to Notes with no specified maturity date ("Undated Notes"). There is no fixed date for redemption of Undated Notes and the Issuer shall (without prejudice to the provisions of Condition 10) only have the right to repay Undated Notes in accordance with such provisions of this Condition 7 as are specified in the relevant Final Terms.
(c) The Issuer may, at its option, redeem the Notes in whole, but not in part, upon not more than 60 days' nor less than 30 days' notice (specifying, in the case of Notes which bear interest at a floating rate, a date for such redemption which is an Interest Payment Date) to the Holders of such Notes at their principal amount (or such other redemption amount as may be specified in or determined in accordance with these Terms and Conditions and the relevant Final Terms) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other Condition and which remain unpaid at such date, together with interest accrued (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption, and, in any case, any additional amounts payable under Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed (each a "Tax Early Redemption Amount") provided that the Issuer or a Guarantor shall provide to the Trustee an opinion in writing of a reputable firm of lawyers of good standing (such opinion to be in a form, and such firm to be a firm, to which the Trustee shall have no reasonable objection) to the effect that there is a substantial likelihood that the Issuer or such Guarantor would be required to pay Additional Amounts in accordance with Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed upon the next due date for a payment in respect of the Notes by reason of:
which change, amendment or execution becomes effective, taking of action occurs, or proposal is made, on or after the Issue Date of such Notes or any earlier date specified in the relevant Final Terms.
(d) If this Condition 7(d) is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(e)) and subject to such conditions as may be specified in the relevant Final Terms, redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at their call early redemption amount (which shall be their principal amount or such other call early redemption amount as may be specified in, or determined in accordance with, the relevant Final Terms) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other Condition and which remain unpaid at such date, together with accrued interest (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption (each, a "Call Early Redemption Amount").
(e) The appropriate notice referred to in Condition 7(d) is a notice given by the Issuer to the Trustee and the Principal Paying Agent which notice shall be signed by an authorised signatory of the Issuer and shall specify:
Any such notice shall, unless otherwise specified in the relevant Final Terms, be given not more than 60 and not less than 30 days prior to the date fixed for redemption, shall also be given to the Holders of the Notes in accordance with Condition 14, shall be irrevocable (unless the Trustee otherwise agrees), and the delivery thereof shall oblige the Issuer to make the redemption therein specified.
(f) If the Notes are to be redeemed in part only on any date in accordance with Condition 7(d) the Notes to be redeemed shall be drawn by lot in such European city as the Issuer and the Trustee may agree, or identified in such other manner or in such other place as the Trustee may, in its absolute discretion, approve and deem appropriate and fair, subject always to compliance with all applicable laws and the requirements and procedures of any stock exchange on which the relevant Notes may be listed and of any clearing system in which the Notes are held and, in the case of such clearing system being Euroclear and Clearstream Luxembourg, such redemption to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion.
(g) If this Condition 7(g) is specified in the relevant Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the Holder of any Note, redeem such Note on the date or the next of the dates specified in the relevant Final Terms at its principal amount (or such other redemption amount as may be specified in the relevant Final Terms) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other Condition and which remain unpaid at such date, together with accrued interest (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to, but excluding, the date fixed for redemption (each, a "Put Early Redemption Amount"). In order to exercise such option, the Holder must, not less than 45 days before the date so specified (or such other period as may be specified in the relevant Final Terms), deposit the relevant Note (together, in the case of an interestbearing Definitive Note, with any unmatured Coupons appertaining thereto) with any Paying Agent together with a duly completed redemption notice in the form which is available from the specified office of any of the Paying Agents.
(h) The Issuer, each Guarantor and any Group Company may at any time purchase Notes at any price in the open market or otherwise. If purchases are made by tender, tenders must be made available to all Noteholders alike.
(i) All Notes (together, in the case of interest-bearing Definitive Notes, with unmatured Coupons attached thereto or surrendered therewith and, in the case of Instalment Notes, with all unmatured Receipts attached thereto or surrendered therewith) redeemed in accordance with this Condition 7 shall be cancelled forthwith and may not be reissued or resold, and Notes (together, in the case of interest-bearing Definitive Notes, with unmatured Coupons attached thereto or surrendered therewith and, in the case of Instalment Notes, with all unmatured Receipts attached thereto or surrendered therewith) purchased in accordance with this Condition 7 may, at the option of the purchaser, be cancelled, held or resold.
8A(1) Payment of amounts (whether principal, redemption amount or otherwise and including accrued interest other than interest due against surrender of matured Coupons) due in respect of a Note will be made against presentation and (in the case of payments of instalments of principal other than on the due date for redemption) surrender of the relevant Receipts (provided that the Receipt is presented for payment together with its relative Note) or, in any other case, of the relevant Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States provided that such payment is not made into the United States or into an account maintained in the United States.
8A(2) Payment of amounts due in respect of interest on Notes will be made:
8A(3) Payments of amounts due in respect of interest on Notes and exchanges of Talons for Coupon sheets in accordance with Condition 8A(6) will not be made at the specified office of any Paying Agent in the United States (as defined in the United States Internal Revenue Code of 1986 and Regulations thereunder) unless:
(iii) the Notes are denominated in and payable in United States Dollars.
If paragraphs (i) to (iii) above apply, the Issuer and the Guarantors shall forthwith appoint a further Paying Agent with a specified office in New York City.
8A(4) If the due date for payment of any amount due in respect of any Note is not both a Relevant Financial Centre Day and a local banking day, then the Holder thereof will not be entitled to payment thereof until the next day which is such a day and, thereafter, will be entitled to receive payment by cheque on any local banking day, and will be entitled to payment by transfer to a designated account, on any day which is a local banking day, a Relevant Financial Centre Day and a day on which commercial banks and foreign exchange markets settle payments in the relevant currency in the place where the relevant designated account is located. No further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is subsequent failure to pay in accordance with these Terms and Conditions in which event interest shall continue to accrue as provided in Condition 6F(5). For the purpose of this Condition 8A(4), "Relevant Financial Centre Day" means, in the case of a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the Relevant Financial Centre and any other place specified in the relevant Final Terms and, in the case of payment in euro, a TARGET Day and a "local banking day" means a day (other than a Saturday or Sunday) on which commercial banks are open for business in the place of presentation of the relevant Note or, as the case may be, Coupon.
8A(5) Each Definitive Note initially delivered with Coupons attached thereto shall be presented and, save in the case of partial redemption of such Note (including, in the case of an Instalment Note, payment of any instalment other than the final instalment), surrendered for final redemption together with all unmatured Coupons appertaining thereto, failing which:
The provisions of paragraph (i) of this Condition 8A(5) notwithstanding, if any Definitive Notes which bear interest at a fixed rate or rates should be issued with a maturity date and a fixed rate or fixed rates such that, on the presentation for payment of any such Definitive Note without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph (i) to be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption of any such Definitive Note, such unmatured Coupons (whether or not attached) being Coupons representing an amount in excess of the relevant redemption amount shall become void (and no payment shall be made in respect thereof) as shall be required so that, upon application of the provisions of paragraph (i) in respect of such Coupons as have not so become
void, the amount required by paragraph (i) to be deducted would not be greater than the amount otherwise due for payment. Where the application of the foregoing sentence requires some but not all of the unmatured Coupons relating to a Definitive Note to become void, the relevant Paying Agent shall determine which unmatured Coupons are to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons maturing on earlier dates.
8A(6) In relation to Definitive Notes initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 8A(3) applies) the United States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of Condition 12 below. Each Talon shall, for the purpose of these Terms and Conditions, be deemed to mature on the due date for the payment of interest on which the final Coupon comprised in the relative Coupon sheet matures.
8A(7) Payments of amounts due (whether principal, redemption amount, interest or otherwise) in respect of Notes will be made by (a) transfer to an account in the relevant currency specified by the payee or (b) cheque in the relevant currency drawn on a bank in the Relevant Financial Centre provided, however, that in the case of (a), payment shall not be made to an account within the United States unless permitted by applicable U.S. tax law requirements.
8B(1) Save as otherwise specified herein, for the purposes of these Terms and Conditions:
and, in the case of (i) or (ii) of this Condition 8B(1), as the same may be modified in the relevant Final Terms.
8B(2) Payments will, without prejudice to the provisions of Condition 9, be subject in all cases to any applicable fiscal or other laws and regulations.
8C(1) Unless otherwise specified in the relevant Final Terms, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and Clearstream, Luxembourg and at least 30 days' prior notice to the Noteholders in accordance with Condition 14, elect that, in the case of Notes denominated in the currency of a member state of the European Union that has not adopted the single currency in accordance with the Treaty, with effect from the Redenomination Date specified in the notice, Notes denominated in the currency of such member state of the European Union that adopts the single currency in accordance with the Treaty shall be redenominated in euro.
and, in each case, multiplying such sum by the applicable Day Count Fraction, which, in this case, shall be Actual/Actual (ICMA) and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with the applicable market convention. Where the Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding;
consolidated with one or more issues of Other Notes, whether or not originally denominated in the Specified Currency or euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 14.
Unless otherwise specified in the relevant Final Terms, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and Clearstream, Luxembourg and not less than 30 days' prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be exchangeable for Notes expressed to be denominated in euro in accordance with such arrangements as the Issuer may decide, after consultation with the Principal Paying Agent, and as may be specified in the notice, including arrangements under which Receipts and Coupons unmatured at the date so specified become void.
8E(1) The Issuer and the Guarantors together reserve the right, in accordance with the provisions of the Paying Agency Agreement, to vary or terminate the appointment of any Paying Agent (including the Principal Paying Agent) and to appoint additional or other Paying Agents provided that they will at all times maintain (i) a Principal Paying Agent, (ii) a Paying Agent with a specified office in a European city (but outside the United Kingdom), (iii) so long as any Notes are listed on the Official List and/or any other stock exchange, a Paying Agent each with a specified office in London and/or in such other place as may be required by such other stock exchange, and (iv) in the circumstances described in Condition 8A(3), a Paying Agent with a specified office in New York City. The Paying Agents reserve the right at any time to change their respective offices to some other specified office in the same city. Notice of all changes in the identities or specified offices of the Paying Agents will be notified promptly by the Issuer to the Holders of the Notes in accordance with Condition 14.
8E(2) The Paying Agents act solely as agents of the Issuer and the Guarantors or, following the occurrence of a Default (as defined in Condition 10), the Trustee and, save as provided in the Paying Agency Agreement, do not assume any obligations towards or relationship of agency or trust for any Holder of any Note, Receipt or Coupon and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon them in the Paying Agency Agreement or incidental thereto.
8E(3) The initial Paying Agents and their respective initial specified offices are specified below.
All payments of principal of, and interest on, Notes by the Issuer or, as the case may be, a Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of The Netherlands (in the case of payment by N.V.), the United Kingdom (in the case of payment by PLC), Japan (in the case of payment by UJH) or the United States (in the case of payment by UNUS) or (in any such case) any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, such Guarantor, will pay such additional amounts ("Additional Amounts") as shall be necessary in order that the net amounts received by the holder of any Note, Receipt or, as the case may be, Coupon, after such withholding or deduction, shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes, Receipts or, as the case may be, Coupons in the absence of such withholding or deduction, provided however that no such Additional Amounts shall be payable:
Where a Note, Receipt or Coupon is held through a participant of an international clearing organisation or a financial intermediary (each a "Participant"), in order to receive payments free of withholding or deduction by the Issuer for, or on account of, Japanese taxes, if the relevant Holder is (A) a non-resident of Japan or a non-Japanese corporation or (B) a Japanese financial institution falling under certain categories prescribed by the Special Taxation Measures Law (Law No. 26 of 1957) and the cabinet order (Cabinet Order No. 43 of 1957) thereunder as amended (together with the ministerial ordinance and other regulation thereunder, the "Law") (a "Designated Financial Institution"), all in accordance with the Law, such Holder shall, at the time of entrusting a Participant with the custody of the relevant Note, Receipt or Coupon, provide certain information prescribed by the Law to enable the Participant to establish that such Holder is exempted from the requirement for Japanese taxes to be withheld or deducted (the "Exemption Information") and advise the Participant if the Holder ceases to be so exempted.
Where a Note, Receipt or Coupon is not held through a Participant, in order to receive payments free of withholding or deduction by the Issuer for, or on account of, Japanese taxes, if the relevant Holder is (A) a non-resident of Japan or a non-Japanese corporation or (B) a Designated Financial Institution, all in accordance with the Law, such Holder shall on or prior to each time on which it receives interest, submit to the relevant Paying Agent a claim for exemption from withholding tax (Hikazei Tekiyo Shinkokusho) (a "Claim for Exemption") stating, inter alia, the name, address and any other required information of the Holder, the title of the Notes, the relevant Interest Payment Date, the amount of interest and the fact that the Holder is qualified to submit the Claim for Exemption, together with documentary evidence regarding its identity and residence; or
As used herein, "Relevant Date" means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount of the moneys payable has not been made available to the Principal Paying Agent on or prior to such date, the date on which, the full amount of such moneys having been made available, notice to that effect shall have been given to the Noteholders in accordance with Condition 14.
References herein to principal of, or interest on, the Notes shall be deemed also to refer to any Additional Amounts which may be payable with respect thereto under this Condition or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.
The provisions of this Condition shall be without prejudice to the rights of substitution conferred by Condition 15.
The relevant Final Terms may set forth certain additional tax consequences to Holders of Notes of a particular Series.
10A. Unless otherwise specified in the relevant Final Terms, the following events or circumstances (each, a "Default") shall be acceleration events in relation to the Notes of a Series:
PLC (being, in the case of N.V., either an executory attachment (executoriaal beslag) or a conservatory attachment (conservatoir beslag)) and is not removed, discharged, cancelled or paid out within 30 days after the making thereof or any encumbrancer takes possession of (where the Issuer is UJH) the whole or a substantial part of the undertaking or assets of UJH or (in any case) the whole or a substantial part of the undertaking or assets of N.V. or PLC and is not discharged within 30 days; or
(i) for any reason the guarantee of either N.V. or PLC in respect of the Notes ceases to be in full force and effect.
For the purposes of paragraphs (f), (g) and (h) the expression "a substantial part" means a part whose value is equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of the relevant company that, in their opinion, (i) the amounts shown in a certificate provided by N.V. and PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.
10B. If any Default shall occur in relation to the Notes of a Series, the Trustee in its discretion may, and (subject to its rights under the Trust Deed to be indemnified to its satisfaction), if so directed by an Extraordinary Resolution of the Holders of the Notes of the relevant Series or if so requested in writing by the Holders of not less than 25 per cent. in principal amount of the Notes of the relevant Series, shall, but, in the case of the happening of any of the events referred to in paragraphs (b), (c), (e), (f), (g) or (h) of Condition 10A, only if the Trustee shall have certified to the Issuer and the Guarantors that such event is, in its opinion, materially prejudicial to the interests of the Holders of the Notes of the relevant Series, by written notice to the Issuer and the Guarantors declare that such Notes are immediately repayable whereupon the same shall become immediately repayable at their default early redemption amount (which shall be their principal amount or such other default early redemption amount as may be specified in, or determined in accordance with, the relevant Final Terms) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable in respect of such Note prior to the date fixed for redemption under any other Condition and which remains unpaid at such date together with all interest (if any) accrued thereon (calculated as provided in these Terms and Conditions and in the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof.
At any time after the Notes of a Series shall have become repayable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and the Guarantors as it may think fit to enforce repayment of such Notes together with accrued interest and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or received security to its satisfaction. Only the Trustee may enforce the provisions of the Notes or the Trust Deed and no Holder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.
(a) Claims against the Issuer and/or any Guarantors in respect of Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years, in the case of Notes and Receipts and five years, in the case of Coupons, from the Relevant Date (as defined in Condition 9) relating thereto.
(b) In relation to Definitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon pursuant to Condition 8A(6) any Coupon which would be void upon issue or the due date for payment of which would fall after the due date for the redemption of the relevant Note or which would be void pursuant to this Condition 12.
If any Note, Receipt or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent upon payment by the claimant of all expenses incurred in connection with such replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer or the Principal Paying Agent may require. Mutilated or defaced Notes, Receipts and Coupons must be surrendered before replacements will be delivered.
Notices to Holders of Notes will, save where another means of effective communication has been specified in the relevant Final Terms, be deemed to be validly given if published in one leading English language daily newspaper with circulation in London (which is expected to be the Financial Times) or, if this is not possible, in one other leading English language daily newspaper with circulation in Europe or, in the case of a Temporary Global Note or Permanent Global Note, if delivered to Euroclear and/or Clearstream, Luxembourg and/or any other applicable clearing system for communication by them to the persons shown in their respective records as having interests therein provided that, in the case of Notes listed on any stock exchange, the requirements of such stock exchange have been complied with. All notices in respect of a Note listed on Eurolist by NYSE Euronext shall be published in the Euronext Amsterdam Daily Official List ("Officiële Prijscourant"). Any such notice shall be deemed to have been given on the date of such publication or, if so published more than once, on the date of first publication or, as the case may be, on the fourth day after the date of such delivery to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system. If publication is not practicable in any such newspaper, notice will be validly given if made in such other manner, and shall be deemed to have been given on such date, as the Trustee may in each case approve in writing.
Holders of Coupons and Receipts will be deemed for all purposes to have notice of the contents of any notice given to Holders of Notes in accordance with this Condition.
In the case of Swiss Notes, for so long as any Swiss Notes are listed on the SIX Swiss Exchange and so long as the rules of the SIX Swiss Exchange so require, all notices in respect of the Swiss Notes will be validly given through the Principal Swiss Paying Agent (i) by means of electronic publication on the internet website of the SIX Swiss Exchange under the section headed "global notices" (www.swx.com)) or (ii) otherwise in accordance with the regulations of the SIX Swiss Exchange.
The Trust Deed contains provisions for convening meetings of Holders of any Series of Notes to consider any matter affecting their interests, including the modification by Extraordinary Resolution of these Terms and Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes of that Series for the time being outstanding or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes of that Series so held or represented, except that, at any meeting the business of which includes the modification of certain of these Terms and Conditions or provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66 per cent., or at any adjourned such meeting not less than 33 per cent., of the principal amount of the Notes of that Series for the time being outstanding. An Extraordinary Resolution passed at any meeting of Noteholders of any Series of Notes will be binding on all Noteholders of that Series, whether or not they are present at the meeting, and on all Couponholders of that Series.
The Trust Deed contains provisions for the convening of a single meeting of Holders of Notes of more than one Series where the Trustee so decides.
The Trustee may agree, without the consent of the Noteholders or Couponholders of any Series, to any modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any of these Terms and Conditions or any of the provisions of the Trust Deed which, in the opinion of the Trustee, is not materially prejudicial to the interests of the Holders of such Notes or to any modification which is of a formal, minor or technical nature or is made to correct a manifest error. The Trustee may also determine that any event which would or might otherwise constitute a Default under Condition 10 shall not do so, provided that, in the opinion of the Trustee, such event is not materially prejudicial to the interests of the Holders of the Notes of the relevant Series. Any such modification, waiver, authorisation or determination shall be binding on the Holders of the Notes of such Series and of the Receipts and of the Coupons (if any) relating thereto and (unless the Trustee agrees otherwise) any such modification shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14.
The Trustee may also agree, subject to certain conditions set out in the Trust Deed, but without the consent of the Holders of the Notes of such Series and of the Receipts and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of any Guarantor, of any successor in business (as defined in the Trust Deed) of the Issuer or, as the case may be, that Guarantor. It is a condition of any such substitution that such Notes, Receipts and Coupons (if any) relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by N.V. (except where N.V. is the new principal debtor), PLC (except where PLC is the new principal debtor) and UNUS (except where UJH is the new principal debtor).
So long as any Notes remain outstanding (as defined in the Trust Deed), neither UJH nor N.V. nor PLC will merge with, or transfer all or substantially all of its assets or undertaking to, another company (except where UJH, N.V. or PLC, as the case may be, is the continuing company) unless that other company agrees, in form and manner reasonably satisfactory to the Trustee, to be bound by the terms of the Notes, Receipts and the Coupons (if any) appertaining thereto and the Trust Deed in place of UJH or, as the case may be, N.V. or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied with.
In considering the interests of the Noteholders for the purposes of any substitution, merger or transfer as aforesaid the Trustee shall not have regard to the consequences for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof.
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with N.V., PLC, UJH, UNUS and/or any Group Company without accounting to any Noteholders, Receiptholders or Couponholders for any profit resulting therefrom.
17A. The Issuer may, from time to time, without the consent of the Holders of any Notes, Receipts or Coupons of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of an existing Series in all respects (or, in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with the Notes of the existing Series.
17B. Subject as provided in the Trust Deed, N.V. and PLC may designate any Group Company to become an Issuer of Notes under the Trust Deed. As provided in the Trust Deed, any such Group Company which is to become an Issuer of any Series of Notes shall become such under the terms of a supplemental deed in or substantially in the form scheduled to the Trust Deed (or in such other form as may be approved by the Trustee in writing) (which shall take effect in accordance with its terms) whereby such Group Company agrees to be bound as an Issuer under the Trust Deed and the Paying Agency Agreement, all as more fully provided in the Trust Deed.
The Trust Deed, the Paying Agency Agreement, the Notes, the Receipts and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and will be construed in accordance with, English law.
The Issuer and the Guarantors (other than PLC) have, in the Trust Deed, submitted to the jurisdiction of the English courts, save that where the Notes, Receipts or Coupons are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Final Terms that such Notes, Receipts or Coupons are to be listed on the SIX Swiss Exchange the Issuers and the Guarantors have, in the Trust Deed, submitted to the non-exclusive jurisdiction of the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, for all purposes in connection with the Trust Deed, the Notes, the Receipts and the Coupons.
No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.
The net proceeds of the issue of each Series of Notes will be used by the relevant Issuer for the general purposes of the Unilever Group.
Unilever N.V. ("N.V.") and Unilever PLC ("PLC") are the two parent companies of the Unilever Group of companies. N.V. was incorporated under the name Naamlooze Vennootschap Margarine Unie in The Netherlands in 1927. PLC was incorporated under the name Lever Brothers Limited in England and Wales in 1894.
Together with their group companies, N.V. and PLC operate effectively as a single economic entity. This is achieved by a series of agreements between N.V. and PLC (The Equalisation Agreement, The Deed of Mutual Covenants and The Agreement for Mutual Guarantees of Borrowing), together with special provisions in the Articles of Association of N.V. and PLC. N.V. and PLC have the same Directors, adopt the same accounting principles and pay dividends to their respective shareholders on an equalised basis. N.V. and PLC and their group companies constitute a single reporting entity for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both N.V. and PLC as their respective consolidated accounts.
N.V. and PLC have agreed to co-operate in all areas and ensure that all group companies act accordingly. N.V. and PLC are holding and service companies, and the business activity of Unilever is carried out by their subsidiaries around the world. Shares in group companies may ultimately be held wholly by either N.V. or PLC or by the two companies in varying proportions.
The two companies have different shareholder constituencies and shareholders can hold shares in either or both companies but cannot convert or exchange the shares of one company for shares of the other. N.V. is listed in Amsterdam and New York. PLC is listed in London and New York.
The objects of N.V. (set out in Article 2 of the Articles of Association of N.V. which are incorporated by reference in, and form part of, this Information Memorandum) are to acquire interests in companies and business enterprises and to manage and finance companies and business enterprises regardless of whether these are group companies and to do all things which, directly or indirectly, may be deemed to be incidental or conducive thereto in the widest sense, including especially the carrying out of an agreement between N.V. and PLC entered into on 28th June 1946, which reaffirmed an agreement dated 31st December 1937, concluded by the same parties and identical in its operative provisions, as modified, amended or supplemented from time to time.
Following the 2010 Annual General Meeting ("AGM"), the objects of PLC are unrestricted.
Directors are normally appointed by shareholders at the AGMs. All existing Directors, unless they are retiring, submit themselves for re-election every year and shareholders can remove any of them by a simple majority vote.
In order to seek to ensure that N.V. and PLC have the same Directors, the Articles of Association of N.V. and PLC contain provisions which are designed to ensure that both N.V. and PLC shareholders are presented with the same candidates for election as Directors. This is achieved through a nomination procedure operated by the Boards of N.V. and PLC through Unilever's Nomination Committee.
Based on the evaluation of the Boards, its Committees and individual members, the Nomination Committee recommends to the Boards a list of candidates for nomination at the AGMs of both N.V. and PLC. In addition, shareholders are able to nominate Directors and to do so they must put a resolution to both meetings in line with local requirements. In order to ensure that the Boards remain identical, anyone being elected as a Director of N.V. must also be elected as a Director of PLC and vice versa. If an individual fails to be elected to both companies then he or she will be unable to take their place on the Boards.
The provisions in the Articles of Association for appointing Directors cannot be changed without the permission, in the case of N.V., of the holders of the special ordinary shares numbered 1 - 2400 inclusive and, in the case of PLC, of the holders of PLC's deferred stock. The N.V. special ordinary shares may only be transferred to one or more other holders of such shares. The joint holders of both the N.V. special ordinary shares and the PLC deferred stock are N.V. Elma and United Holdings Limited, which are joint subsidiaries of N.V. and PLC. The boards of N.V. Elma and United Holdings Limited comprise the members of the Nomination Committee, which comprises Non-Executive Directors of Unilever only.
The allotted, called up and fully paid share capital of N.V. consists of €1,028,568 N.V. special ordinary shares of €428.57 each, €274,356,432 Ordinary Shares of €0.16 each (other than N.V. special ordinary shares), €12,428,530 of 7 per cent. Cumulative Preference Shares of €428.57 each and €69,025,484.20 of 6 per cent. Cumulative Preference Shares of €428.57 each.
The allotted, called up and fully paid share capital of PLC consists of £100,000 of Deferred Stock of £1.00 each and £40,760,420.12 of Ordinary Shares of 3 1/9 pence each.
Under the arrangements for the variation of the Leverhulme Trust, shares in a group company (named Margarine Union (1930) Limited) have been issued which are convertible at the end of the year 2038 into a maximum of 70,875,000 Ordinary Shares of PLC.
The following are the Directors of N.V. and PLC:
| Name | Function |
|---|---|
| P.G.J. M. Polman | Chief Executive Officer |
| R.J-M.S. Huët | Chief Financial Officer |
| N.M.A. Treschow | Non-Executive Chairman N.V. and PLC |
| J. van der Veer | Non-Executive Vice-Chairman N.V. and PLC |
| The Rt. Hon. Sir Malcolm Rifkind MP | Non-Executive Director |
| C.E. Golden | Non-Executive Director |
| Dr. B.E. Grote | Non-Executive Director |
| K.J. Storm | Non-Executive Director |
| L.O. Fresco | Non-Executive Director |
| T.H. Nyasulu | Non-Executive Director |
| A.M. Fudge | Non-Executive Director |
| P.S. Walsh | Non-Executive Director |
At the AGMs of N.V. and PLC in May 2011 all of the Executive Directors and the Non-Executive Directors will be nominated for re-election, with the exception of J. van der Veer, who will be stepping down at the meetings. In addition, S. Bharti Mittal will be proposed for election as a Non-Executive Director at the 2011 AGMs.
The Chief Executive Officer of N.V. and PLC is the principal executive officer of Unilever. He is entrusted with all the Board's powers, authorities and discretions in relation to the operational running of Unilever. He has appointed and leads an executive team with nine other members: Jean-Marc Huët - Chief Financial Officer, M. Polk – President Global Foods, Home & Personal Care, H. Manwani – President Asia, Africa, Central & Eastern Europe, D. Baillie – Chief Human Resources Officer, D. Lewis – President Americas, J. Zijderveld – President Western Europe, K. Weed – Chief Marketing and Communications Officer, P.L. Sigismondi – Chief Supply Chain Officer and Professor G. Berger – Chief Research & Development Officer.
J Zijderveld has a business address at Unilever House, Weena 455, 3013 AL Rotterdam, The Netherlands. P.G.J.M. Polman, Jean-Marc Huet, H. Manwani, M. Polk, D. Baillie, D. Lewis, K. Weed, P.L. Sigismondi, Professor G. Berger and all the Non-Executive Directors have business addresses at 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
None of the Directors performs activities outside the Unilever Group which are significant with respect to the Unilever Group.
No potential conflicts of interest exist between the duties of the Directors to the Issuer and the Guarantor and their private interests and/or other duties.
N.V. and PLC are subject to corporate governance requirements in The Netherlands, the United Kingdom and as a foreign private issuer in the United States and details of Unilever's compliance with the relevant corporate governance regulations and best practice codes are set out below. More information on Unilever's corporate governance arrangements is set out in The Governance of Unilever which can be found at www.unilever.com/investorrelations/corp\_governance.
N.V. is required to state whether it complies or will comply with the Principles and best practice provisions ('bpp') of the Dutch Corporate Governance Code (the "Dutch Code") and, if it does not comply, to explain the reasons for this. N.V. complies with almost all of the principles and best practice provisions of the Dutch Code. The text that follows sets out certain statements that the Dutch Code invites us to make to Unilever's shareholders.
Unilever places a great deal of importance on corporate responsibility and sustainability as is evidenced by Unilever's mission to double the size of the company while reducing Unilever's environmental impact. With respect to Unilever's performance measures Unilever is keen to ensure focus on key financial performance measures which Unilever believes to be the drivers of shareholder value creation and relative total shareholder return. Unilever therefore believes that the interests of the business and shareholders are best served by linking the long-term share plans to the measures as described in the Directors' Remuneration Report in the Unilever Annual Report and Accounts 2010 and has not included a non-financial performance indicator (Principle II.2 and bpp II.2.3).
N.V. has a one-tier board, consisting of both Executive and, in a majority, Non-Executive Directors. Unilever achieves compliance of Unilever's board arrangements with the Dutch Code, which is for the most part based on the customary two-tier structure in the Netherlands, by, as far as is possible and practicable, applying the provisions of the Dutch Code relating to members of a management board to Unilever's Executive Directors and by applying the provisions relating to members of a supervisory board to Unilever's Non-Executive Directors. Management tasks not capable of delegation are performed by the N.V. Board as a whole.
The Dutch Code recommends that shares granted to Executive Directors must be retained for a period of at least five years (bpp II.2.5). Unilever's shareholder-approved remuneration policy requires Executive Directors to build and retain a personal shareholding in Unilever. The Boards believe that this is in line with the spirit of the Dutch Code.
It is Unilever's policy to set the level of severance payments for Directors at no more than one year's salary, unless the N.V. Board, at the proposal of the Remuneration Committee, finds this manifestly unreasonable given circumstances or unless otherwise dictated by applicable law (bpp II.2.8).
In the event of a potential conflict of interest, the provisions of the Dutch Code (Principles II.3 and III.6) are applied. Conflicts of interest are not understood to include transactions and other activities between companies in the Unilever Group.
N.V. has 6% and 7% cumulative preference shares in issue. Their voting rights are based on their nominal value, as prescribed by Dutch law. The Dutch Code recommends that the voting rights on such shares should, in any event when they are newly issued, be based on their economic value rather than on their nominal value (bpp IV.1.2). N.V. agrees with this principle but cannot unilaterally reduce voting rights of its outstanding preference shares.
N.V. confirms that it has no anti-takeover constructions, in the sense of constructions that are intended solely, or primarily, to block future hostile public offers for its shares (bpp IV.3.11). Nor does N.V. have any constructions whose specific purpose is to prevent a bidder, after acquiring 75% of the capital, from appointing or dismissing members of the Board and subsequently altering the Articles of Association. The acquisition through a public offer of a majority of the shares in a company does not under Dutch law preclude in all circumstances the continued right of the board of the company to exercise its powers.
Unilever considers it important to comply with all applicable statutory regulations on the equal treatment of shareholders and provision of information and communication with shareholders and other parties (bpp IV.2 and IV.3).
Meetings of analysts and presentations to investors
Unilever has extensive procedures for handling relations with and communicating with shareholders, investors, analysts and the media. The important presentations and meetings are conducted as far as practicable in accordance with the Dutch Code (bpp IV.3.1). Due to their large number and overlap in information, however, some of the less important ones are not announced in advance, made accessible to everyone or put on Unilever's website.
PLC is required, as a company that is incorporated in the UK and listed on the London Stock Exchange, to state how it has applied the main principles and how far it has complied with the provisions set out in Section 1 of the 2008 UK Combined Code on Corporate Governance (the "Combined Code").
In 2010, PLC complied with all Combined Code provisions.
Both N.V. and PLC are listed on the New York Stock Exchange ("NYSE") and must therefore comply with such of the requirements of US legislation, such as the Sarbanes-Oxley Act of 2002, regulations enacted under US securities laws and the Listing Standards of the NYSE as are applicable to foreign private issuers. In some cases the requirements are mandatory and in other cases the obligation is to 'comply or explain'.
Unilever has complied in all material respects with the requirements concerning corporate governance that were in force during 2010.
Actions already taken to ensure compliance in all material respects that are not specifically disclosed elsewhere or otherwise clear from reading this Information Memorandum include:
• the establishment of a policy on reporting requirements under the U.S. Securities and Exchange Commission (the "SEC") rules relating to standards of professional conduct for US attorneys.
In each of these cases, existing practices were revised and/or documented in such a way as to conform to the new requirements.
All senior executives and senior financial officers have declared their understanding of and compliance with Unilever's Code of Business Principles and the underpinning Code Policies. No waiver from any provision of the Code of Business Principles or Code Policies was granted to any of the persons falling within the scope of the SEC requirements in 2010. The Code Policies include mandatory requirements covering (but not limited to) the following areas: Accurate records, reporting & accounting; Anti-bribery; Avoiding conflicts of interest; Gifts & entertainment; Preventing insider trading; Political activities & political donations; Contact with government, regulators & nongovernmental organisations; Respect, dignity & fair treatment; External communications – the media, investors & analysts. Unilever's Code of Business Principles is available on Unilever's website at www.unilever.com/investorrelations/corp\_governance.
Unilever is required by U.S. securities laws and the Listing Standards of the NYSE to have an Audit Committee that satisfies Rule 10A-3 under the Exchange Act and the Listing Standards of the NYSE. Unilever is compliant with these requirements. Unilever is also required to disclose any significant ways in which Unilever's corporate governance practices differ from those typically followed by U.S. companies listed on the NYSE. In addition to the information Unilever has given to you in this report about Unilever's corporate governance arrangements, further details are provided in the document entitled 'The Governance of Unilever', which is on Unilever's website at www.unilever.com/investorrelations/corp\_governance.
Unilever is compliant with the Listing Standards of the NYSE applicable to foreign private issuers. Unilever's corporate governance practices do not significantly differ from those required of U.S. companies listed on the NYSE.
Unilever also confirms that Unilever's shareholders have the opportunity to vote on certain equity compensation plans.
The Audit Committee of N.V. and PLC is comprised only of independent Non-Executive Directors with a minimum requirement of three such members. It is chaired by Kees Storm, and its other members are Charles Golden and Byron Grote. The Boards have satisfied themselves that all the members of the Audit Committee are competent in financial matters and have recent and relevant experience and that, for the purposes of the U.S. Sarbanes-Oxley Act of 2002, Kees Storm is the Audit Committee's financial expert. The Audit Committee's meetings are attended, by invitation, by the Chief Executive Officer, Chief Financial Officer, the Chief Legal Officer, the Group Controller, the Chief Auditor and the external auditors.
The Audit Committee assists the Boards in fulfilling their oversight responsibilities in respect of the integrity of Unilever's financial statements, risk management and internal control arrangements, compliance with legal and regulatory requirements, the performance, qualifications and independence of the external auditors and the performance of the internal audit function. The Audit Committee is directly responsible, subject to local laws regarding shareholder approval, for the nomination, compensation and oversight of the external auditors of N.V. and PLC.
The Audit Committee is compliant with the rules regarding audit committees that are applicable in The Netherlands, the United Kingdom and the United States of America.
The Audit Committee is supplied with all information necessary for the performance of its duties by the Chief Auditor, Chief Financial Officer and Group Controller. Both the Chief Auditor and the external auditors have direct access to the Audit Committee separately from management.
Unilever Japan Holdings K.K. ("UJH") was incorporated in Tokyo, Japan, on 29th May 1995 for the object and purpose of importing and selling fragrances with the name Calvin Klein Cosmetics K.K.. The company was active in importing and selling fragrances for several years and then it remained dormant until 1st April 2004 when it changed its name to "Unilever (Holdings) Japan K.K.". From 24th June 2004 onwards, UJH has acted as the holding company of the Unilever Group businesses in Japan. On 24th April 2009, the company changed its name to "Unilever Japan Holdings K.K.".
The Unilever group of companies in Japan, including UJH, implemented a business transformation project (the "Project") enabled by a regional harmonised IT platform resulting in a reorganised company structure, effective from October 2009. Under the Project, UJH became the holding company of all the Unilever Group businesses in Japan, having four operating subsidiaries as detailed below. UJH also now acts as an internal services provider to the Unilever Group businesses in Japan, providing human resources, finance, IT and legal services. The major purpose of the Project in the Asia region was to realise supply chain and other business efficiencies. For that purpose, certain functions are no longer performed by UJH or the subsidiaries of UJH, but are now centrally managed out of Singapore on a consolidated basis for multiple countries including Japan. These changes involve a reduction in the revenue generating capacity of UJH and its subsidiaries and the exact amount of such reduction is dependent on a number of factors which may vary year on year, including business performance and taxation.
UJH is a wholly owned subsidiary of Mavibel B.V., which is also a wholly owned member of the Unilever Group. After the implementation of the Project, UJH's operating subsidiaries consist of Unilever Japan K.K. ("UJ"), which changed its name from Nippon Lever K.K. in 2005, Unilever Customer Marketing K.K. ("UJCM"), Unilever Japan Service K.K. ("UJS") and Unilever Japan Beverage K.K. ("UJB"). All these subsidiaries are based in Tokyo.
UJ is engaged in manufacturing Unilever products. UJ's products include mod's, Dove and Lux in haircare, Pond's, Dove and Axe in skin care, personal wash and deodorant, and Domestos and Jif in household care. Lipton leaf tea and bulk tea products are also produced by UJ for sale to retail consumers and beverage manufacturers respectively. UJCM is engaged in selling the majority of Unilever products for distribution in the Japanese market. UJS is engaged in providing services and support for procurement and supply planning and product research and development to Unilever Asia Private Limited, Unilever's major regional operating company in Singapore. UJB is engaged in distribution of ready-to-drink tea products and marketing promotion activities under manufacturing and distribution contracts with Suntory and Morinaga respectively.
UJH's registered office and principal place of business is at 1-1, Kamimeguro 2-chome, Meguro-ku, Tokyo 153-8578, Japan.
The purposes of UJH (found in article 2 of UJH's Articles of Incorporation) include making investments, and holding of shares in companies which engage in business relating to any of the following products:
and conducting market, technical, financial and other management research and providing consulting and training services to the companies which engage in the business relating to the products described above.
The issued share capital of UJH is 10,000,000 Japanese Yen divided into 200 ordinary shares.
The Directors of UJH are:
| Name | Function |
|---|---|
| Takeshi Kamigouchi | Representative Director and President |
| Yuko Miyata | Director |
| Takayuki Kitajima | Director |
The business address of all the Directors is 1-1, Kamimeguro 2-chome, Meguro-ku, Tokyo 153-8578, Japan. The Directors are all full-time employees within the Unilever Group.
None of the Directors performs activities outside the Unilever Group which are significant with respect to the Unilever Group.
No potential conflicts of interest exist between the Directors' duties to the Issuers and Guarantors and their private interests and/or other duties.
UJH is in compliance with the laws and regulations of Japan with respect to corporate governance.
UJH has one Corporate Auditor, who is a full time Corporate Auditor of UJH. No Corporate Auditor may concurrently be a director of UJH or its subsidiaries. The name of the current Corporate Auditor is as follows:
Corporate Auditor: Fumio Kuroyanagi (full-time Corporate Auditor)
A Corporate Auditor conducts an audit of the directors' execution of the business operations and accounts of UJH and its subsidiary in accordance with the Japanese Corporate Law. The annual audit report is prepared by the Corporate Auditor and is submitted to UJH.
On 11th March 2011, Japan experienced a 9.0 magnitude earthquake and a subsequent tsunami. The damage caused by the earthquake and tsunami has led to disruption to the activities of UJH and its subsidiaries. In particular, UJ's supply chain has been affected, leading to a shortage of certain product lines as a result of disruption to the businesses of third party manufactures which support UJ's production operations, and the effect of electricity blackouts. Promotional and other distribution activity will also be affected until normal supplies resume. UJ's research and development activities have also been disrupted. UJH and its subsidiaries have instigated a recovery plan to continue supply and distribution operations, including, where necessary, seeking alternative interim sources of supply. It is UJH's intention to minimise the impact on its business and to facilitate an overall recovery of its normal business operations as soon as possible. However, whilst the financial and other effects of the earthquake on UJH's business are difficult to accurately predict as the recovery phase is ongoing, it may have a material adverse effect on UJH's turnover and profitability in the short term. The impact will continue to be assessed further as more information becomes available, but the effect of the earthquake and the tsunami on UJH's business will not have a material adverse effect on the wider Unilever Group.
Unilever United States, Inc. ("UNUS") was incorporated with limited liability and unlimited duration under the laws of the State of Delaware, United States of America, on 31st August 1977. UNUS has its registered office at 1209 Orange Street, Wilmington, Delaware 19801, United States of America. The principal place of business of UNUS is at 800 Sylvan Avenue, Englewood Cliffs, New Jersey 07632, United States of America (telephone number +1 201 894 2829).
UNUS' principal operating subsidiary, Conopco, Inc., a New York corporation, has two principal product categories food products and personal care products.
Food products include Lipton teas, soups, recipe products and side dishes; Wish-Bone salad dressings; Shedd's Spread, Country Crock, Promise and I Can't Believe It's Not Butter spreads; Ragú and Bertolli pasta sauces; Knorr bouillons, gravies, sauces, recipe classics and side dishes; Hellmann's (and Best Foods) mayonnaise and dressings; Skippy peanut butter; Bertolli and PF Chang's frozen meals; Ben & Jerry's, Breyers, Good Humour, Klondike, Magnum and Popsicle ice creams and frozen novelties; and Slim Fast nutritional products to aid in weight management, including snack bars, shakes, shake mixes and meal bars.
Personal care products include deodorants, hair and skin care products, as well as soap. Major brands include AXE, Dove personal care products; Suave, Lever 2000, Caress, Degree, Pond's, Vaseline and TIGI; as well as Q-tips cottons swabs.
Please see "Acquisitions and Disposals" under "Business of the Unilever Group" below regarding the disposal of Unilever's interest in JohnsonDiversey, the acquisition of the global TIGI professional hair care product business and its supporting advanced education academies and Unilever's agreement (subject to regulatory approval) to acquire Alberto Culver Company.
The object and purpose of UNUS (found at clause 3 of the Certificate of Incorporation of UNUS) is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of the State of Delaware.
The issued share capital of UNUS consists of: (i) 3,156 shares of Common Stock, par value U.S.\$0.33-1/3. All the outstanding Common Stock of UNUS is owned by UNUS Holding B.V., a Netherlands corporation.
The Directors of UNUS are Guilherme Loureiro and Neal Vorchheimer and the business address of the Directors is 700 Sylvan Avenue, Englewood Cliffs, NJ 07632, United States of America. Guilherme Loureiro is a Brazilian national and Neal Vorchheimer is a United States national.
None of the Directors performs activities outside the Unilever Group which are significant with respect to the Unilever Group.
No potential conflicts of interest exist between the Directors' duties to the Issuers and Guarantors and their private interests and/or their other duties.
As a U.S. corporation, UNUS is subject to the corporate governance related laws of the state of its incorporation, Delaware. As an indirect wholly owned subsidiary of N.V. and PLC, UNUS is derivatively subject to the corporate governance related laws that apply to N.V. and PLC and the remit of N.V.'s and PLC's audit committee (as described on page 39) extends globally including to UNUS. UNUS is not separately subject to U.S. federal corporate governance related laws, such as the U.S. Sarbanes-Oxley Act of 2002. UNUS is in compliance with the corporate governance related laws of the state of Delaware.
Financial information relating to UNUS can be found in Item 18 - Financial Statements of the Annual Reports on Form 20-F 2010 of N.V. and PLC, which are incorporated by reference in, and form part of, this Information Memorandum.
Unilever is one of the world's leading suppliers of fast-moving consumer goods across foods and home and personal care categories.
With confidence in its ability to grow, Unilever has launched a bold vision for the company – to double Unilever's size while improving Unilever's environmental footprint. With Unilever's portfolio of brands, presence in emerging markets and long-standing commitment to shared value creation - in which the long-term interests of the company, its communities and stakeholders are all directly linked - Unilever believes it is well placed to deliver on this ambition.
Unilever's organisation comprises regions, categories and functions.
Unilever's regions have profit responsibility for the local go-to-market operations in their geographic territory. The focus is primarily to build and develop relationships with customers, to develop the regional supply chain to deliver customer service and asset productivity, and to deploy brands and innovations effectively, focused on excellent execution in the market place. The performance of the regions is measured in terms of in-year financial results, customer service levels and market positions. The global category team aims to develop winning category and brand strategies, to create exciting new brand communication, product innovation and renovation, and to provide strategic direction for the supply chain. The category team is responsible for medium-term value creation, considering items such as market share, category growth, brand health and innovation.
Unilever's functional teams, notably Finance and Human Resources, are responsible for providing business partnering, strategic support and competitive services across the global business. These functions are organised around the same principles of business partners, shared services and expertise teams.
Unilever manages its brands under the following four category headings: savoury, dressings and spreads; ice cream and beverages; personal care; and home care.
Savoury, dressings and spreads includes soups, bouillons, sauces, snacks, mayonnaise, salad dressings, margarines, spreads and cooking products such as liquid margarines and some frozen foods. Unilever's key brands here are Knorr, Hellmann's, Becel/Flora (Healthy Heart), Rama/Blue Band (Family Goodness), Calvé, Wish-Bone, Amora, Ragú, and Bertolli.
Ice cream and beverages includes ice cream sold under the international Heart brand, including Cornetto, Magnum, Carte d'Or and Solero, Wall's, Kibon, Algida and Ola. Unilever's portfolio also includes Ben & Jerry's, Breyers, Klondike and Popsicle. This category also includes tea-based beverages, where Unilever's principal brands are Lipton, Brooke Bond and PG Tips, as well as weight management products through Unilever's Slim Fast range and nutritionally enhanced products sold in developing markets, including Annapurna and AdeS.
Within these groups, Unilever also includes sales of Unilever Foodsolutions, which is a global food service business providing solutions for professional chefs and caterers.
In Personal Care, six global brands are the core of Unilever's business in the mass skin care, daily hair care and deodorants product areas - Dove, Lux, Rexona (including Sure and Degree), Sunsilk (including Seda/Sedal), Axe/Lynx and Pond's. Other important brands include Suave, Clear, Lifebuoy and Vaseline, together with Signal and Close Up in oral care. At the end of 2010, Unilever acquired the additional Personal Care brands Radox, Duschdas, and Neutral.
Unilever's Home Care ranges include laundry products, such as tablets, traditional powders and liquids for washing of clothing by hand or machine. Tailored products including soap bars are available for lower-income consumers. Unilever's brands include Omo ('Dirt is Good' platform), Surf, Comfort, Radiant and Skip. Unilever's household care products include surface cleaners and bleach, sold under the Cif, Domestos and Sun/Sunlight brands.
On 23 March 2011, Unilever announced that it had entered into a binding agreement to sell Unilever's global Sanex business to Colgate-Palmolive for €672 million. The transaction is subject to regulatory approval.
On 23 March 2011, Unilever also announced that it had entered into a binding agreement to acquire Colgate-Palmolive's laundry detergent brands in Columbia for U.S.\$215 million. This transaction is subject to regulatory approval and completion of the Sanex disposal to Colgate-Palmolive.
On 6 December 2010, Unilever completed the purchase of 100% of Sara Lee's Personal Care business.
On 18 January 2010, Unilever announced a definitive agreement with Hormel Foods Corporation to sell its Shedd's Country Crock branded side dish business in the US. The transaction was completed in February 2010. Under the terms of the agreement, Hormel markets and sells Shedd's Country Crock chilled side-dish products, such as homestyle mashed potatoes, under a licence agreement.
On 26 April 2010, Unilever announced the agreement with Strauss Holdings Ltd to increase the Unilever shareholding in Glidat Strauss Israel from 51% to 90% for an undisclosed sum. The transaction was completed on 7 October 2010.
On 1 June 2010, Unilever completed the disposal of the Brunch brand in Germany to Bongrain.
On 9 August 2010, Unilever announced an asset purchase agreement with the Norwegian dairy group TINE to acquire the Ice Cream operations of Diplom-Is in Denmark, as of 30 September 2010. The value of the transaction is undisclosed.
On 24 September 2010, Unilever announced a definitive agreement to sell its consumer tomato products business in Brazil to Cargill for approximately R\$600 million. The transaction was completed on 1 March 2011.
On 27 September 2010, Unilever announced a definitive agreement to acquire Alberto Culver Company for US\$3.7 billion in cash. The acquisition has received shareholders' approval but it is subject to regulatory approval.
On 28 September 2010, Unilever announced an agreement to buy EVGA's ice cream brands and distribution network in Greece for an undisclosed sum. The transaction was completed on 27 January 2011.
The disposal of Unilever's frozen foods business in Italy for €805 million to Birds Eye Iglo was completed on 1 October 2010.
On 2 April 2009, Unilever announced the completion of the purchase of Unilever's global TIGI professional hair product business and its supporting advanced education academies. TIGI's major brands include Bed Head, Catwalk and S-Factor. The cash consideration of U.S.\$411.5 million was made on a cash and debt free basis. In addition, further limited payments related to future growth may be made contingent upon meeting certain thresholds.
On 23 June 2009, Unilever announced that it had increased Unilever's holding in its business in Vietnam to 100%, following an agreement with Vinachem who previously owned 33.3% of the business.
On 3 July 2009, Unilever completed the acquisition of Baltimor Holdings ZAO's sauces business in Russia. The acquisition includes the ketchup, mayonnaise and tomato paste business under the Baltimor, Pomo d'Oro and Vostochniy Gourmand brands – and a production facility at Kolpino, near St Petersburg.
On 3 September 2009, Unilever announced the sale of Unilever's oil palm plantation business in the Democratic Republic of Congo to Feronia Inc, for an undisclosed sum.
On 24 November 2009, Unilever completed the sale of Unilever's interest in JohnsonDiversey. The cash consideration received was U.S.\$390 million, which included both the originally announced cash consideration of U.S.\$158 million plus the proceeds of the sale of the 10.5% senior notes in JohnsonDiversey Holdings, Inc. Unilever retains a 4% interests in JohnsonDiversey in the form of warrants.
On 10th February 2011, Unilever Capital Corporation issued a bond comprised of two senior notes: (i) U.S.\$500 million 2.75% fixed rate notes which will mature in 2016 and (ii) U.S.\$1,000 million 4.25% fixed rate notes which will mature in 2021.
On 31st March 2011, Unilever issued a Renminbi 300 million 1.15% fixed rate note which will mature in 2014.
The following tables show the condensed financial statements and turnover and operating profit by geographical area and by product area for the Unilever Group in euros for the two years 2009 and 2010, the details of which have been extracted without material adjustment from the audited financial information contained in the document entitled "Unilever Annual Report and Accounts 2010", prepared in accordance with International Financial Reporting Standards as adopted by the European Union and as issued by the International Accounting Standards Board ("IFRS").
| € million | 2009 | 2010 |
|---|---|---|
| Turnover Operating profit |
39 823 5 020 |
44 262 6 339 |
| After (charging)/crediting: | ||
| Restructuring Business disposals, impairments and other |
(897) 29 |
(589) 308 |
| Net finance costs | (593) | (394) |
| Finance income | 75 | 77 |
| Finance costs Preference shares provision |
(504) - |
(491) - |
| Pensions and similar obligations | (164) | 20 |
| Share of net profit/(loss) of joint ventures | 111 | 120 |
| Share of net profit/(loss) of associates | 4 | (9) |
| Other income from non-current investments | 374 | 76 |
| Profit before taxation | 4 916 | 6 132 |
| Taxation | (1 257) | (1 534) |
| Net profit | 3 659 | 4598 |
| Attributable to: | ||
| Non-controlling interests | 289 | 354 |
| Shareholders' equity | 3 370 | 4 244 |
| Combined earnings per share | ||
| Basic earnings per share (Euros) | 1.21 | 1.51 |
| Diluted earnings per share (Euros) | 1.17 | 1.46 |
| € million | 2009 | 2010 |
|---|---|---|
| Fair value gains/(losses) net of tax | 105 | 43 |
| Actuarial gains/(losses) on pension schemes net of tax | 18 | 105 |
| Currency retranslation gains/(losses) net of tax | 396 | 460 |
| Net income/(expense) recognised directly in equity | 519 | 608 |
| Net profit | 3 659 | 4 598 |
| Total comprehensive income | 4 178 | 5 206 |
| Attributable to: | ||
| Non-controlling interests | 301 | 412 |
| Shareholders' equity | 3 877 | 4 794 |
| BALANCE SHEET | ||
| As at | As at | |
| 31 December | 31 December | |
| € million | 2009 | 2010 |
| Goodwill and intangible assets | 17 047 | 18 278 |
| Property, plant and equipment | 6 644 | 7 854 |
| Pension asset for funded schemes in surplus | 759 | 910 |
| Deferred tax assets | 738 | 607 |
| Other non-current assets | 1 017 | 1 034 |
| Total non-current assets | 26 205 | 28 683 |
| Inventories | 3 578 | 4 309 |
| Trade and other current receivables | 3 429 | 4 135 |
| Current tax assets | 173 | 298 |
| Other financial assets | 972 | 550 |
| Cash and cash equivalents | 2 642 | 2 316 |
| Non-current assets held for sale | 17 | 876 |
| Total current assets | 10 811 | 12 484 |
| Financial liabilities | (2 279) | (2 276) |
| Trade payables and other current liabilities | (8 413) | (10 226) |
| Current tax liabilities | (487) | (639) |
| Provisions | (420) | (408) |
| Liabilities associated with non-current assets held for sale | - | (57) |
| Total current liabilities | (11 599) | (13 606) |
| Net current assets/(liabilities) | (788) | (1 122) |
| Total assets less current liabilities | 25 417 | 27 561 |
| Financial liabilities due after one year | 7 692 | 7 258 |
| Non-current tax liabilities | 107 | 184 |
| Pensions and post-retirement healthcare liabilities: | ||
| Funded schemes in deficit | 1 519 | 1 081 |
| Unfunded schemes | 1 822 | 1 899 |
| Provisions | 729 | 886 |
| Deferred tax liabilities | 764 | 880 |
| Other non-current liabilities | 248 | 295 |
| Total non-current liabilities | 12 881 | 12 483 |
| Shareholders' equity | 12 065 | 14 485 |
| Non-controlling interests | 471 | 593 |
| Total equity | 12 536 | 15 078 |
| Total capital employed | 25 417 | 27 561 |
| € million | 2009 | 2010 |
|---|---|---|
| Cash flow from operating activities | 6 733 | 6 818 |
| Income tax paid | (959) | (1 328) |
| Net cash flow from operating activities | 5 774 | 5 490 |
| Interest received | 73 | 70 |
| Net capital expenditure | (1 258) | (1 701) |
| Net acquisition and disposal of group companies, joint | (139) | (361) |
| ventures and associates | ||
| Other investing activities | 61 | 828 |
| Net cash flow (used in)/from investing activities | (1 263) | (1 164) |
| Dividends paid on ordinary share capital | (2 106) | (2 323) |
| Interest and preference dividends paid | (517) | (494) |
| Change in borrowings and finance leases | (1 567) | (1 373) |
| Share buy-back programme | - | - |
| Other movement on treasury stock | 103 | (124) |
| Other financing activities | (214) | (295) |
| Net cash flow (used in)/from financing activities | (4 301) | (4 609) |
| Net increase/(decrease) in cash and cash equivalents | 210 | (283) |
| Cash and cash equivalents at the beginning of the year | 2 360 | 2 397 |
| Effect of foreign exchange rate changes | (173) | (148) |
| Cash and cash equivalents at the end of the year | 2 397 | 1 966 |
| Continuing operations | ||||
|---|---|---|---|---|
| € million | Western Europe | The Americas | Asia Africa CEE | Total |
| Turnover | ||||
| 2009 | 12 076 | 12 850 | 14 897 | 39 823 |
| 2010 | 12 015 | 14 562 | 17 685 | 44 262 |
| Operating profit | ||||
| 2009 | 1 250 | 1 843 | 1 927 | 5 020 |
| 2010 | 1 917 | 2 169 | 2 253 | 6 339 |
| Continuing operations | Savoury, dressings and |
Ice cream and |
|||
|---|---|---|---|---|---|
| € million | spreads | beverages | Personal care | Home care | Total |
| Turnover | |||||
| 2009 | 13 256 | 7 753 | 11 846 | 6 968 | 39 823 |
| 2010 | 14 164 | 8 605 | 13 767 | 7 726 | 44 262 |
| Operating profit/(loss) | |||||
| 2009 | 1 840 | 731 | 1 834 | 615 | 5 020 |
| 2010 | 2 846 | 724 | 2 296 | 473 | 6 339 |
| First Quarter € million |
Asia Africa CEE |
Americas | Western Europe |
Total |
|---|---|---|---|---|
| Turnover | ||||
| 2010 | 3,995 | 3,340 | 2,808 | 10,143 |
| 2011 | 4,540 | 3,585 | 2,732 | 10,857 |
| Change | 13.6% | 7.3% | (2.7)% | 7.0% |
| Impact of: | ||||
| Exchange rates | 3.7% | 3.9% | 1.6% | 3.1% |
| Acquisitions | 0.5% | 0.0% | 4.4% | 1.3% |
| Disposals | 0.1% | (0.8)% | (5.7)% | (1.8)% |
| Underlying sales growth | 8.9% | 4.1% | (2.7)% | 4.3% |
| Price | 1.9% | 2.8% | 0.1% | 1.8% |
| Volume | 6.9% | 1.3% | (2.8)% | 2.5% |
| First Quarter | Personal Care |
Home Care | Savoury Dressings |
Ice Cream and |
Total |
|---|---|---|---|---|---|
| € million | and Spreads | Beverages | |||
| Turnover | |||||
| 2010 | 3,131 | 1,818 | 3,396 | 1,798 | 10,143 |
| 2011 | 3,525 | 2,013 | 3,382 | 1,937 | 10,857 |
| Change | 12.6% | 10.7% | (0.4)% | 7.8% | 7.0% |
| Impact of: | |||||
| Exchange rates | 3.6% | 3.4% | 2.6% | 3.3% | 3.1% |
| Acquisitions | 3.3% | 1.1% | 0.0% | 0.1% | 1.3% |
| Disposals | (0.1)% | (0.1)% | (5.0)% | (0.4)% | (1.8)% |
| Underlying sales growth | 5.3% | 6.0% | 2.1% | 4.7% | 4.3% |
| Price | 1.3% | 1.4% | 2.6% | 1.5% | 1.8% |
| Volume | 3.9% | 4.6% | (0.4)% | 3.2% | 2.5% |
The following is intended as general information only and it does not purport to present any comprehensive or complete description of all aspects of Dutch tax law which could be of relevance to a holder of Notes (a "Noteholder"). For Dutch tax purposes, a Noteholder may include an individual or entity who does not have the legal title to any Notes, but to whom nevertheless Notes are attributed based either on such individual or entity owning a beneficial interest in Notes or based on specific statutory provisions, including statutory provisions pursuant to which Notes are attributed to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds such Notes. Prospective Noteholders should therefore consult their tax adviser regarding the tax consequences of any purchase, ownership or disposal of Notes.
The following summary is based on Dutch tax law as applied and interpreted by Dutch tax courts and as published and in effect on the date hereof, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect.
For the purpose of this paragraph, "Dutch Taxes" shall mean taxes of whatever nature levied by or on behalf of The Netherlands or any of its subdivisions or taxing authorities. The Netherlands means the part of the Kingdom of the Netherlands located in Europe.
Any payments made under the Notes will not be subject to withholding or deduction for, or on account of, any Dutch taxes
A Noteholder will not be subject to any Dutch Taxes on any payment made to the Noteholder under the Notes or on any capital gain realised by the Noteholder from the disposal, or deemed disposal, or redemption of, the Notes, except if:
(i) the Noteholder is an individual and receives or has received any benefits from the Notes as employment income,
deemed employment income or otherwise as compensation;
Generally, a Noteholder has a substantial interest if such Noteholder, alone or together with his partner, directly or indirectly:
(iii) owns, or holds certain rights on, profit participating certificates that relate to five percent or more of the annual profit of the Issuer or to five percent or more of the liquidation proceeds of the Issuer.
A Noteholder who has the ownership of shares of the Issuer, will also have a substantial interest if his partner or one of certain relatives of the Noteholder or of his partner has a (fictitious) substantial interest.
For Dutch tax purposes, the ownership of shares of the Issuer is attributed to a Noteholder based either on that Noteholder owning a beneficial interest in shares of the Issuer or based on specific statutory provisions, including statutory provisions pursuant to which shares are attributed to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds the shares of the Issuer, although the Noteholder does not have the legal title of such shares.
Generally, a Noteholder has a fictitious substantial interest (fictief aanmerkelijk belang) if, without having an actual substantial interest in the Issuer:
No Dutch gift tax or inheritance tax is due in respect of any gift of the Notes by, or inheritance of the Notes on the death of, a Noteholder, except if:
For purposes of Dutch gift or inheritance tax, an individual who is of Dutch nationality will be deemed to be resident in The Netherlands if he has been a resident in The Netherlands at any time during the ten years preceding the date of the gift or his death. For purposes of Dutch gift tax, any individual, irrespective of his nationality, will be deemed to be resident in The Netherlands if he has been a resident in The Netherlands at any time during the 12 months preceding the date of the gift.
No other Dutch Taxes, including turnover tax and taxes of a documentary nature, such as capital tax, stamp or registration tax or duty are payable by or on behalf of a Noteholder or the Issuer by reason only of the issue, acquisition or transfer of the Notes.
Subject to the exceptions above, a Noteholder will not become resident, or a deemed resident, in The Netherlands for tax purposes, or become subject to Dutch Taxes, by reason only of the Issuer's performance, or the Noteholder's acquisition (by way of issue or transfer to it), holding and/or disposal of the Notes.
The following is a summary of the United Kingdom withholding tax treatment at the date hereof in relation to payments in respect of the Notes issued by PLC ("U.K. Notes"). The comments do not deal with other United Kingdom tax aspects of acquiring, holding or disposing of the U.K. Notes. The following summary does not deal with situations where the interest on any U.K. Note is deemed to be the income of a person other than the holder of the U.K. Note for United Kingdom tax purposes and relates only to the position of persons who are the absolute beneficial owners of the U.K. Notes. The summary assumes that there will be no substitution or addition of any Issuer or Guarantor pursuant to the Conditions or otherwise and does not consider the tax consequences of such substitution or addition. The following is a general guide and should be treated with appropriate caution. It is not intended as tax advice and it does not purport to describe all of the tax considerations that may be relevant to a prospective purchaser. Persons who are unsure of their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom in respect of their acquisition, holding or disposal of the U.K. Notes are strongly advised to consult their own professional advisers since the following comments relate only to certain United Kingdom taxation aspects of payments in respect of the U.K. Notes. In particular, holders of U.K. Notes should be aware that they may be liable to taxation under the laws of other jurisdictions in relation to payments in respect of the U.K. Notes even if such payments may be made without withholding or deduction for or on account of taxation under the laws of the United Kingdom. Prospective holders of U.K. Notes should be aware that the particular terms of issue of any series of U.K. Notes as specified in the relevant Final Terms may affect the tax treatment of that and other series of U.K. Notes. Mention is also made in paragraphs 4 and 5 below of the United Kingdom withholding tax treatment at the date hereof in relation to payments made by PLC in its capacity as Guarantor of the Notes issued by N.V. and UJH and in relation to payments made by N.V. and UNUS in their capacities as Guarantors of PLC's obligations under the U.K. Notes. It should also be noted that the comments in paragraph 6 below which deal with provision of information to HM Revenue & Customs relate to holders of any Notes.
The London Stock Exchange is a recognised stock exchange and the Notes will constitute quoted Eurobonds provided they are and continue to be included in the United Kingdom Official List (within the meaning of Part 6 of the FSMA) and admitted to trading on the Regulated Market of that Exchange.
The Issuer's understanding of current HM Revenue & Customs practice is that NYSE Euronext Amsterdam is a recognised stock exchange and that securities which are admitted to trading on the Euronext Amsterdam Cash Market or the Euronext Amsterdam Derivatives Market on that Exchange will be treated as "listed on a recognised stock exchange" by HM Revenue & Customs for these purposes.
Payments of interest on U.K. Notes with a maturity of less than one year from the date of issue and which are not issued under arrangements the effect of which is to render such U.K. Notes part of a borrowing with a total term of a year or more may be made without withholding or deduction for or on account of United Kingdom income tax.
In all other cases, subject to any available relief under an applicable double taxation treaty or to any other exemption which may apply, interest on U.K. Notes may fall to be paid under deduction on account of United Kingdom income tax at the basic rate (currently 20 per cent.).
Payments of interest on U.K. Notes may be subject to reporting requirements as outlined in paragraph 6 below.
If N.V. or UNUS, in its capacity as Guarantor of PLC's obligations under the U.K. Notes, makes any payments in respect of interest on the U.K. Notes (or other amounts due under the U.K. Notes other than payments in respect of principal), such payments may be subject to United Kingdom withholding tax which will be at the basic rate (currently 20 per cent.) subject to any available relief under an applicable double taxation treaty or to any other exemption which may apply. Such payments by N.V. or UNUS (as the case may be) may not be eligible for the exemptions described in paragraph 1 above.
For the above purposes, "interest" should be taken, for practical purposes, as including payments made by a Guarantor in respect of interest on Notes.
The provisions referred to above may also apply, in certain circumstances, to payments made on redemption of any Notes which constitute "deeply discounted securities" for the purposes of section 18 of the Taxes Management Act 1970 (although in this regard HM Revenue & Customs published guidance for the year 2011/2012 indicates that HM Revenue and Customs will not exercise its power to obtain information in relation to such payments in that year).
Information may also be required to be reported in accordance with regulations made pursuant to EC Directive 2003/48/EC on the taxation of savings income (see below).
The following description of Japanese taxation is included for general information only and may not be applicable depending upon a holder's particular situation. Holders are recommended to consult their own tax advisors with respect to the particular consequences to them of holding and disposing of Notes or Coupons in light of their own particular foreign and other tax laws and possible effects of changes in Japanese tax laws. The following provisions are only applicable to the Notes issued on or after 1st April 2010.
Except in circumstances where any interest on the Notes issued by N.V. or PLC is attributable to a business in Japan conducted by such Issuer in the manner provided for in the Special Taxation Measures Law of Japan (Law No. 26 of 1957, as amended) (the "Special Taxation Measures Law of Japan"), the payment of principal of and interest on the Notes issued by such Issuer to a non-resident of Japan or a non-Japanese corporation are, under Japanese tax laws currently in effect, not subject to any Japanese income tax or corporate tax, unless the receipt of the relevant payment is the income of such non-resident of Japan or non-Japanese corporation from sources in Japan. If any interest on the Notes issued by N.V. or PLC is attributable to a business in Japan conducted by such Issuer as aforementioned, the following consequences relating to the Notes issued by UJH are also applicable to the Notes issued by N.V. or PLC.
Where the Issuer is UJH, payment of interest on the Notes to a resident of Japan or a Japanese corporation (except for a financial institution designated by the Cabinet Order relating to the Special Taxation Measures Law of Japan (Cabinet Order No. 43 of 1957) (as amended) (the "Cabinet Order") which has complied with the requirements under Article 6 of the Special Taxation Measures Law of Japan), or to an individual non-resident of Japan or a non-Japanese corporation for Japanese tax purposes (a "non-resident holder") who or which is a person having a special relationship (as described in Article 3-2-2, paragraphs 5 through 7 of the Cabinet Order) with the Issuer (a "speciallyrelated person of the Issuer") will be subject to Japanese income tax on the amount specified in sub-paragraphs (a) or (b) below, as applicable:
If any recipient of interest on the Notes who is an individual resident of Japan or a Japanese corporation (other than a financial institution designated in Article 3-2-2 paragraph 29 of the Cabinet Order or a Japanese public corporation designated by the relevant law who comply with the requirement of reporting provided under the Special Taxation Measures Law of Japan) receives payments of interest through a Japanese payment handling agent located in Japan, income tax will be withheld by the Japanese payment handling agent rather than the Issuer.
Generally, payment of interest on the Notes issued by UJH outside Japan by UJH or any Paying Agent to a beneficial owner that is a non-resident holder will not be subject to Japanese withholding tax, so long as the beneficial owner has no permanent establishment in Japan and complies with procedures for establishing its status as a non-resident holder in accordance with the requirements of Japanese law.
However, such payment of interest will be subject to Japanese withholding tax if:
Under current Japanese practice, UJH and the Paying Agent may determine their withholding obligations in respect of the Notes issued by UJH held through a qualified clearing organisation in reliance on certifications received from such an organisation, and need not obtain certifications from any ultimate beneficial owners of such Notes. As part of the procedures under which such certifications are given, a beneficial owner may be required to establish that it is a non-resident holder and not a specially-related person of the Issuer to the person or entity through which it holds the Notes issued by UJH. A non-resident holder that holds the Notes issued by UJH otherwise than through a qualified clearing organisation may be required to deliver a duly completed claim for exemption from Japanese withholding tax, and to provide documentation concerning its identity, residence and any other required information, to the Paying Agent in order to receive interest from the Paying Agent free of Japanese withholding tax. UJH and the Paying Agent may adopt modified or supplemental certification procedures to the extent necessary to comply with changes in, or as otherwise permitted under, Japanese law or administrative practice.
Gains derived from the sale outside Japan of Notes by an individual non-resident of Japan or a non-Japanese corporation are in general not subject to Japanese income or corporation taxes. Gains derived from the sale in Japan of the Notes by an individual non-resident of Japan or a non-Japanese corporation not having a permanent establishment in Japan are in general not subject to Japanese income or corporation taxes. Japanese inheritance and gift taxes at progressive rates may be payable by an individual, wherever resident, who has acquired Notes issued by UJH as legatee, heir or donee.
No stamp, issue, registration or similar taxes or duties will, under present Japanese law, be payable by Noteholders in connection with the issue of the Notes.
Based upon the U.S. Internal Revenue Code of 1986 (the "Code"), as amended, and applicable U.S. Treasury regulations, payments made by UNUS, in its capacity as Guarantor, generally will not be subject to U.S. federal withholding tax. The U.S. federal withholding tax rules are subject to change, possibly on a retroactive basis, and any such change could affect the validity of the above statement. This summary pertains solely to U.S. federal withholding tax and does not describe any tax consequence arising out of the laws of any state, local or foreign jurisdiction or any other U.S. federal tax consequences.
To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, Unilever informs you that: (i) any U.S. federal tax advice contained in this Information Memorandum (including any attachment) is not intended or written by us to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax penalties under the Code; (ii) such advice was written to support the promotion or marketing of the transactions or matters addressed herein; and (iii) taxpayers should seek advice based on their particular circumstances from an independent tax advisor.
Under EC Directive 2003/48/EC on the taxation of savings income, each Member State is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in that other Member State; however, for a transitional period, Austria and Luxembourg may instead (unless during that period they elect otherwise) apply a withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. A number of non-EU countries, and certain dependent or associated territories of certain Member States, have adopted similar measures (in certain circumstances on a reciprocal basis). Investors who may be affected by any of these arrangements are advised to consult their own professional advisers. The Directive does not preclude Member States from levying other types of withholding tax.
The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements described above.
Subject to all legal and regulatory requirements, Notes may be sold from time to time by an Issuer to any one or more of Banco Santander, S.A., Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities Ltd., Mizuho International plc, Morgan Stanley & Co. International plc, The Royal Bank of Scotland plc, UBS AG and UBS Limited (for the purposes of this section "Subscription and Sale", the "Dealers") or to any other person. The arrangements under which Notes may from time to time be agreed to be sold by the Issuer to, and purchased by, Dealers are set out in a dealer agreement dated 22nd July 1994 (the "Dealer Agreement") and made between the Issuers, the Guarantors, the Arranger (named therein) and the Dealers as such agreement may be amended or supplemented from time to time. Any such agreement will, inter alia, make provision for the form and commercial terms and conditions of the relevant Notes, the price at which such Notes will be purchased by the Dealers and the commissions or other agreed deductibles (if any) payable or allowable by the Issuer in respect of such purchase. Such agreement may also be on a fully underwritten basis. The Dealer Agreement makes provision for the resignation or removal of existing Dealers and the appointment of additional or other Dealers from time to time by N.V. and PLC either generally for the Programme or in relation to a particular issue of Notes (including as a manager in relation to a particular underwritten issue of Notes). Such dealers may include institutions in jurisdictions in which a local Dealer is required for compliance with applicable legal or regulatory requirements for Notes denominated or payable in, or linked to, the currency of that jurisdiction. The Dealers have represented and agreed as set out below. Each further dealer under the Programme and each manager in relation to Notes issued on an underwritten basis will be required to represent and agree in similar terms, save as otherwise agreed with the relevant Issuer in relation to the particular issue of Notes.
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act and all applicable state securities laws. Each Dealer has represented and agreed that it has not offered, sold or delivered Notes and will not offer, sell or deliver Notes: (i) as part of the distribution of Notes at any time, or (ii) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer(s), in the United States or to, or for the account or benefit of, U.S. persons, except in accordance with Rule 903 of Regulation S under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act. Accordingly, each Dealer has also represented and agreed that it, its affiliates and any persons acting on its or any of its affiliates' behalf have not engaged and will not engage in any directed selling efforts with respect to the Notes, and it, its affiliates and any persons acting on its or any of its affiliates' behalf have complied and will comply with the offering restrictions requirements of Regulation S. Each Dealer has agreed that, at or prior to confirmation of sale of the Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration in respect of the Notes offered or sold, that purchases Notes from such Dealer prior to the expiration of the 40 day distribution compliance period a confirmation or notice to substantially the following effect:
"The Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (i) as part of the distribution of Notes at any time, or (ii) otherwise until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, as determined and certified by the relevant Dealer(s), except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meaning given to them by Regulation S."
In addition, until 40 days after the completion of the distribution of all Notes of the Tranche of which such Notes are a part, an offer or sale of Notes in the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an exemption under the Securities Act.
Terms in the preceding three paragraphs have the meanings given to them by Regulation S.
The Notes have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the "SEC") or any other federal or state securities commission or regulatory authority, nor has the SEC or any such state securities commission or authority passed upon the accuracy or the adequacy of this Information Memorandum. Any representation to the contrary is a criminal offense.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered in the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Accordingly, each Dealer has represented and agreed that:
(1) except to the extent permitted under U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D) (the "D Rules"), (a) it has not offered or sold, and during the restricted period will not offer or sell, Notes to a person who is in the United States or its possessions or to a United States person, and (b) it has not delivered and will not deliver in the United States or its possessions definitive Notes that are sold during the restricted period;
Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder, including the D Rules. Each Series of Notes will also be subject to such further United States selling restrictions as the relevant Issuer and the relevant Dealer(s) may agree and as indicated in the relevant Final Terms.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Dealer has represented and agreed, and each further Dealer appointed under the Dealer Agreement will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Information Memorandum as completed by the final terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
(a) in relation to any Notes having a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the relevant Issuer or relevant Guarantor;
The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Law") and the Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan, are subject to the provisions of "foreign-issued company bonds" (minkan kokugaisai) under the Special Taxation Measures Law of Japan.
Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
A "Gross Recipient" for this purpose is (i) a beneficial owner that is, for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation for Japanese tax purposes, nor (y) an individual non-resident of Japan or a non-Japanese corporation having a special relationship (as described in Article 3-2-2, paragraphs 5 through 7 of the Cabinet Order) with the Issuer, (ii) a Designated Financial Institution, or (iii) an Article 3-3 Japanese Resident.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has complied and will comply with the requirements under the Dutch Savings Certificates Act (Wet inzake spaarbewijzen) that Zero Coupon Notes and other Notes that qualify as savings certificates as defined in the Dutch Savings Certificates Act may only be transferred or accepted through the intermediary of the relevant Issuer or a member of Euronext Amsterdam N.V. and with due observance of the Dutch Savings Certificates Act (including registration requirements). However, no such intermediary services are required in respect of (i) the initial issue of those Notes to the first holders thereof, (ii) any transfer and acceptance by individuals who do not act in the conduct of a profession or trade, and (iii) the transfer or acceptance of those Notes, if they are physically issued outside The Netherlands and are not distributed in The Netherlands in the course of primary trading or immediately thereafter.
Each Issuer and each Dealer has represented and agreed, and each further Dealer under the Programme will be required to represent and agree, that it has not offered or sold, and will not offer or sell, directly or indirectly, Notes in France and has not distributed and will not distribute or cause to be distributed in France the Information Memorandum or any other offering material relating to the Notes, except to: (a) qualified investors (investisseurs qualifiés), and/or (b) a restricted group of investors (cercle restreint d'investisseurs), acting for their own account, all as defined in Articles L. 411-2 and D. 411-1 to D. 411-3 of the Code Monétaire et Financier and in conformity with articles 211-1 to 211-4 of the Règlement Général of the Autorité des Marchés Financiers. This Information Memorandum has not been submitted to the Autorité des marches financiers for approval and does not constitute an offer for sale or subscription of financial instruments.
Save for having obtained the approval by the U.K. Listing Authority of this Information Memorandum as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom and the notification to be provided to the competent authority in The Netherlands in accordance with Article 18 of the Prospectus Directive no action has been or will be taken in any jurisdiction by the Issuers, the Guarantors or the Dealers that would permit a public offering of Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands this Information Memorandum comes are required by the Issuers, the Guarantors and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, offer, sell or deliver Notes or have in their possession or distribute such offering material and to obtain any consent, approval or permission required by them for the purchase, offer, sale or delivery by them of any Notes under the law and regulations in force in any jurisdiction to which they are subject or in which they make such purchases, offers, sales or deliveries, in all cases at their own expense, and neither the Issuers, the Guarantors nor any Dealer shall have responsibility therefor. In accordance with the above, any Notes purchased by any person which it wishes to offer for sale or resale may not be offered in any jurisdiction in circumstances which would result in any of the Issuers or the Guarantors being obliged to register any further prospectus or corresponding document relating to the Notes in such jurisdiction.
Unilever is involved in a number of ongoing investigations by national competition authorities in a number of European countries including Greece, France, the Netherlands and Belgium. These investigations are at various stages and concern a variety of product markets. Provisions have been made to the extent appropriate.
It is Unilever's policy to co-operate fully with the competition authorities in the context of all ongoing investigations. In addition, Unilever reinforces and enhances its internal competition law compliance procedures on an ongoing basis.
During 2004 in Brazil, and in common with many other businesses operating in that country, one of Unilever's Brazilian subsidiaries received a notice of infringement from the Federal Revenue Service. The notice alleges that a 2001 reorganisation of the local corporate structure was undertaken without valid business purpose. The dispute is in court and, if upheld, will result in a tax payment relating to years from 2001 to the present day. The 2001 reorganisation was comparable with restructurings done by many companies in Brazil. Unilever believes that the likelihood of a successful challenge by the tax authorities is remote, however, there can be no guarantee of success in court.
Save as disclosed in each of the items listed above in this paragraph 6, none of the Issuers, the Guarantors or their subsidiaries have been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuers or Guarantors are aware) in the 12 months preceding the date of this document which may have or have in the recent past had a significant effect on the financial position or profitability of N.V., PLC or UJH or UNUS and their respective subsidiaries, each taken as a whole, and the Unilever Group.
(C) Other than as described in the paragraph "March 2011 Earthquake and Tsunami" in "Description of the Issuers and Guarantors – Unilever Japan Holdings K.K.", there has been no material adverse change in the prospects, and no significant change in the financial or trading position, of UJH and its subsidiaries, taken as a whole, since 31st December 2010.
the Official List and admission to trading on the London Stock Exchange, dealings will be permitted by the London Stock Exchange in accordance with its rules. Transactions will normally be effected for delivery on the third working day in London after the day of the transaction. However, Notes may be issued pursuant to the Programme which will not be admitted to listing, trading and/or quotation by the U.K. Listing Authority and/or London Stock Exchange or any other listing authority, stock exchange and/or quotation system or which will be admitted to listing, trading and/or quotation by such listing authority, stock exchange and/or quotation system as the relevant Issuer and relevant Dealer(s) may agree.
Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme and provided to the investors. The Final Terms should be filed with the competent authority as soon as reasonably practicable and if possible in advance of the offer. The Final Terms must also be published in accordance with Article 14.2 of the Prospectus Directive.
[The Information Memorandum referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.]1
[The Information Memorandum referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.]2
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 5 May 2011 (the "Information Memorandum") which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC, as amended from time to time (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 this Final Terms and the Information Memorandum [and the supplemental Information Memorandum]. The Information Memorandum [and the supplemental Information Memorandum] [is] [are] available for viewing at [address] [and] [website] and copies may be obtained from [address].
[The following alternative language applies if the first tranche of an issue which is being increased was issued under an Information Memorandum with an earlier date.]
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Information Memorandum dated [original date] [and the supplemental Information Memorandum dated []]. This Final Terms contains the final terms of the Notes for the purposes of Article 5 of the Prospectus Directive
1 Include this legend where a non-exempt offer of Notes is anticipated.
2 Include this legend where only an exempt offer of Notes is anticipated.
and must be read in conjunction with the Information Memorandum dated [current date] [and the supplemental Information Memorandum dated []], save in respect of the Conditions which are extracted from the Information Memorandum dated [original date] and are attached hereto.
Full information on the Issuer, the Guarantors and the Notes described herein is only available on the basis of a combination of this Final Terms and the Information Memorandum [and the supplemental Information Memorandum]. The Information Memorandum [and the supplemental Information Memorandum] [is] [are] available for viewing at [address] [and] [website] and copies may be obtained from [address].
[When completing any final terms, or adding any other final terms or information, consideration should be given as to whether such terms constitute "significant new factors" and consequently trigger the need for a supplemental Information Memorandum under Article 16 of the Prospectus Directive.]
Series No.: [ ] Tranche No.: [ ] Issuer: [Unilever N.V., having its corporate seat in Rotterdam, The Netherlands/Unilever PLC/Unilever Japan Holdings K.K.] Guarantors: [Unilever N.V., having its corporate seat in Rotterdam, The Netherlands/Unilever PLC/Unilever United States, Inc.] Status of Notes [ ] Title of Notes: [ ] [Arranger(s): [ ]] Lead Manager(s) (syndicated issues): [ ] Co-Lead Manager(s) (syndicated issues): [ ] Relevant Dealer(s)/other relevant Managers (syndicated issues): [Include names and addresses of entities agreeing to underwrite the issue on a firm commitment basis and the names and addresses of the entities agreeing to place the issue without a firm commitment or on a "best efforts" basis if such entities are not the same as the Managers.] Specified currency (or currencies in the case of Dual Currency Notes, including Reverse Dual Currency Notes and Optional Dual Currency Notes): [ ] Aggregate principal amount of Tranche/Series: [ ] Issue Date: [ ] Issue Price: [ ] per cent. of aggregate principal amount [plus accrued interest from [insert date] (if applicable)]. [Management and underwriting commission: [ ]] [Selling commission: [ ]] [Fixed re-offer price: [ ]] Type of Note: [Fixed Rate Note/Floating Rate Note/Zero Coupon Note/Variable Coupon Amount Note/High Interest Note/Low Interest Note/Step-up Note/Step-down Note.] [Fixed Redemption Amount Note/Variable Redemption Amount Note.] [Dual Currency Note/Reverse Dual Currency Note/Optional Dual Currency Note.] [Instalment Note.] [Partly Paid Note.] [In each case, specify: (i) whether the Temporary Global Note is exchangeable for Definitive Notes (Condition 1(b)); (ii) whether the Permanent Global Note is exchangeable at the option of the Holder thereof for Definitive Notes and at whose cost this will be, if not the Issuer's (Condition 1(d)); (iii) whether any interest-bearing Definitive Notes will have Coupons attached (Condition 1(e)), or whether there will be a grid for recording interest payments; (iv) whether any interest-bearing Definitive Notes having Coupons attached will have a Talon attached at the time of their initial delivery (Condition 1(e));
(v) in the case of Instalment Notes, whether such Instalment Notes will have one or more Receipts
attached (Condition 1(e)); and (vi) whether Definitive Notes will be security printed.] New Global Note: [Yes] [No] Partly Paid Notes: [Specify details of amount of each payment comprised in the Issue Price, the due date for payment and the consequences of failure to make payment.] Denomination(s): [Notes may not be issued under the Programme which have a minimum denomination of less than €1,000 (or equivalent in another currency).] [ ] [(serially numbered starting at 00001)] Calculation Amount: [ ] [If only one Denomination, insert the Denomination. If more than one Denomination, insert the highest common factor. Note that there must be a common factor in the case of two or more Denominations.] Interest: Interest-bearing/Non-interest-bearing. [If interest-bearing, specify which of Conditions 6A (Fixed Rate), 6B (Floating Rate), 6C (Swap-Related (ISDA)) or 6D (Other Rates) applies, specify whether Condition 6E is disapplied, and then specify the matters required for the relevant Condition, that is to say: Condition 6A, for Fixed Rate: Interest commencement date (if not the Issue Date) Fixed Interest Payment Dates Rate(s) of interest per annum Day Count Fraction (if no Day Count Fraction specified then Condition 6A will apply). Condition 6B, for Floating Rate: Interest commencement date (if not the Issue Date) Relevant Screen Page Relevant Margin(s) Interest Determination Date (if different from that specified in Condition 6B(6) in relation to the relevant currency) Relevant Time (if different from that specified in Condition 6B(6) in relation to the relevant currency) Day Count Fraction (if no Day Count Fraction specified then Condition 6B(5) will apply) [Minimum/Maximum interest rate (if any)] Applicable convention (FRN Convention, Modified Following Business Day Convention - Condition 6F(1)) If FRN Convention, specify date (if any) other than Issue Date to which Interest Payment Date is numerically to correspond If FRN Convention, specify number of months If Modified Following Business Day Convention, specify Interest Payment Dates [If redenomination under Condition 8C applies, specify changes applicable on redenomination] Condition 6C, for Swap-Related (ISDA): Interest commencement date (if not the Issue Date) Effective Date (if not the Issue Date) Applicable ISDA Definitions: [2000][2006] Other terms. Condition 6D, Other: Specify in full interest determination provisions e.g. interest commencement date, rate or calculation basis for interest or actual amounts of interest payable, amount and dates for payment, applicable convention.] Accrual of interest: [Specify basis of accrual if different from Condition 6F(5).] Determination Agent: [Specify Determination Agent if other than Principal Paying Agent (Conditions 6B and 6C).] Variable Redemption Amount Note: [Give details of Index/Formula/other variable.] [Include a description of market disruption or settlement distribution and adjustment provisions] Calculation Agent responsible for calculating
[Calculation Agent: [ ]]
Accrual Yield (Zero Coupon Note): [ ] per cent. per annum. Reference Price (Zero Coupon Note): [ ]
| the principal and/or interest due. | |
|---|---|
| Provisions where calculation by reference to Index and/or | |
| Formula and/or other variable is impossible or impracticable. | |
| Dual Currency Note: | Rate of exchange/method of calculating rate of exchange. |
| Calculation Agent, if any, responsible for calculating the principal | |
| and/or interest payable. | |
| Provisions where calculation by reference to rate of exchange | |
| impossible or impracticable. | |
| Persons at whose option specified currency or currencies is or are to | |
| Maturity Date: | be or may be payable. [ ] |
| Maturity Redemption Amount: | [ ] per Calculation Amount. [If Maturity Redemption |
| Amount is not the principal amount of the Notes, insert amount or | |
| full calculation provision.] | |
| Instalment Notes: | Specify number, amounts and dates for payment of instalments. |
| Undated Notes: | Specify provisions in accordance with which the Issuer may redeem |
| Undated Notes. | |
| Tax Early Redemption Amount: | [ ] per Calculation Amount. [If the Tax Early Redemption |
| Amount is not the principal amount of the Notes, insert amount or | |
| full calculation provisions.] | |
| [Specify date after which, upon any changes etc. in the laws or | |
| regulations etc. of the Issuer's jurisdiction of incorporation etc. | |
| becoming effective, the Issuer is entitled to redeem the Notes early | |
| for tax reasons, if not the Issue Date.] | |
| Optional Early Redemption (Call): | [ ] per Calculation Amount. [Specify, if applicable, |
| Condition 7(d). | |
| Specify the conditions applying to the exercise of the option. Specify | |
| if optional early redemption is permitted in respect of some only of | |
| the Notes and, if so, any minimum aggregate principal amount. | |
| Specify minimum notice period for the exercise of the call option, if | |
| not 30 days, and any other relevant conditions. If Call Early | |
| Redemption Amount is not the principal amount of the Notes, insert | |
| amount or full calculation provisions.] | |
| Optional Early Redemption (Put): | [ ] per Calculation Amount. [Specify, if applicable, (Put) Condition |
| 7(g). | |
| Specify dates for exercise of put option. | |
| Specify minimum notice period for the exercise of the put option, if | |
| not 45 days, and any other relevant conditions. | |
| If Put Early Redemption Amount is not the principal amount of the | |
| Notes, insert amount or full calculation provisions.] | |
| Business Day: | [Specify any additional financial centres necessary for the purpose of |
| Condition 8B(1) or any modification required.] | |
| Relevant Financial Centre(s): | [Specify any modification required.] |
| Relevant Financial Centre Day: | [Specify any additional financial centres necessary for the purposes |
| of Condition 8A.] | |
| Redenomination: | [Specify if redenomination under Condition 8C does not apply.] |
| Default Early Redemption Amount: | [Per Calculation Amount. If Default Early Redemption Amount is |
| not the principal amount of the Notes, specify amount or full | |
| calculation provisions.] | |
| Notices: | [Specify notice requirements of Euronext Amsterdam Stock Market.] |
| Stabilising Dealer/Manager: | [ ] |
| Date of [Subscription] [Underwriting] |
[ ] |
| Agreement: | |
| [Common Depositary: | [ ]] |
| Other Terms and Conditions: | [ ] |
| Non-exempt Offer: | [Not Applicable] [An offer of the Notes may be made by the |
| Managers [and [specify, if applicable]] other than pursuant to Article | |
| 3(2) of the Prospectus Directive in [specify relevant Member State(s) | |
| – which must be jurisdictions where the Information Memorandum | |
| and any supplements have been passported] ("Public Offer |
|
| Jurisdictions") during the period from [specify date] until [specify | |
| date] ("Offer Period"). See further Paragraph 11 of Part B below. | |
| Selling restrictions: | [Specify any variation or addition to the selling restrictions in respect |
| of the U.S., the UK, the European Economic Area, The Netherlands, | |
| Japan, Germany and France.] | |
| [U.S.\$ equivalent: | [Specify the U.S.\$ equivalent of the principal amount of the Notes |
| for the purposes of Clause 2(A) of the Trust Deed: U.S.\$[ ]].] |
[Board approval for issuance of Notes [and Guarantee] obtained:
[ ] and [ ], respectively] [Only relevant where Board (or similar) authorisation is required for the particular tranche of Notes or related Guarantee]
[These Final Terms comprise the final terms required to list and have admitted to trading this issue of Notes pursuant to the U.S.\$15,000,000,000 Debt Issuance Programme of Unilever N.V., Unilever PLC and Unilever Japan Holdings K.K.]
The Issuer and the Guarantors accept responsibility for the information in this Final Terms.
Signed on behalf of the Issuer:
By:……………………………………… Date: ………………………………….. Authorised signatory
Signed on behalf of the Guarantors:
By:……………………………………… Date: ………………………………….. Authorised signatory
Authorised signatory
By:……………………………………… Date: …………………………………..
[The Official List of the U.K. Listing Authority] [Eurolist by NYSE Euronext]. [Specify date on which listing is expected to be effective.]
[Application has been made for the Notes to be admitted to trading on [ ] with effect from [ ].]
[Where documenting a fungible issue, need to indicate that original securities are already admitted to trading.]
The Notes to be issued have been rated:
| [S&P: | [ ]] |
|---|---|
| [Moody's: | [ ]] |
| [[Other]: | [ ]] |
[Above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.]
[Insert credit rating agency] is established in European Union and has applied for registration under Regulation (EU) No 1060/2009, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority.]
[Insert credit rating agency] is established in European Union and registered under Regulation (EU) No 1060/2009.]
[Insert credit rating agency] is not established in the European Union and has not applied for registration under Regulation (EU) No 1060/2009.]
[Insert credit rating agency] is not established in the European Union and has not applied for registration under Regulation (EU) No 1060/2009 but is endorsed by [insert credit rating agency] which is established in European Union and registered under Regulation (EU) No 1060/2009.]
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the Regulation EU No 1060/2009 (CRA Regulation) unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.
[Where minimum denomination of Notes is less than €100,000 include brief explanation of the meaning of the ratings if this has previously been published by the rating provider.]
[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.]
[An alternative to statement above is to include description of any interest, including conflicting one, that is material to the issue/offer, detailing the persons involved and the nature of the interest.]
The U.K. Listing Authority [has been requested to provide/has provided - include first alternative for an issue which is contemporaneous with the establishment or update of the Programme and the second alternative for subsequent issues] the [include names of competent authorities of host Member State] with a certificate of approval attesting that the Information Memorandum has been drawn up in accordance with the Prospectus Directive.
| [(i) Reasons for the offer | [ ] |
|---|---|
| (See "Use of Proceeds" wording in Information Memorandum – if reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here)] |
|
| [(ii)] Estimated net proceeds | [ ] |
| [If proceeds are intended for more than one use, detail of split of the proceeds and the order of priority will need to be provided. If proceeds are insufficient to fund all proposed uses state amount and sources of other funding.] |
|
| [(iii)] Estimated total expenses | [ ] |
| [Include breakdown of expenses.] |
Indication of yield: [ ]
[Where minimum denomination of Notes is less than €100,000 include the following paragraph.] [Calculated as [include details of method of calculation in summary form] on the Issue Date.] [Where minimum denomination of Notes is at least €100,000, include the following paragraph.] [As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.]] [Provision relevant for Fixed Rate Notes only.]
Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters].]
[Provision relevant for Floating Rate Notes only. Include where minimum denomination of Notes is less than €100,000]
[Give details of where past and future performance and volatility of the index/formula/other variable can be obtained.]
[Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.]
[Include the following paragraph where minimum denomination of Notes is less than €100,000] [Give clear and comprehensive explanation of how value of the investment is affected by the underlying and the circumstances when the risks are most evident.]]
[Provision relevant for index-linked or other variable linked Notes only.]
[Details of where past and future performance and volatility of the relevant rate[s] can be obtained and a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident.]]
[Provision relevant for Dual Currency Notes only.]
| The relevant ISIN: | [ ] |
|---|---|
| The relevant Euroclear and | [ ] |
| Clearstream, Luxembourg | |
| Common Code: | |
| Any Clearing System other than Euroclear and | [ ] |
| Clearstream, Luxembourg to be used: | |
| Principal Paying Agent: | [ ] |
| Paying Agents: | [ ] |
| Intended to be held | [Yes] [No] |
| Ñ. |
|---|
in a manner which would allow Eurosystem eligibility: [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 for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any time during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] [include this text if "Yes" is selected in which case the Notes must be issued in NGN form.]
Offer Price: [Issue Price][specify] Conditions to which the offer is subject: [Not Applicable/give details]
Description of the application process: [Not Applicable/give details]
refunding excess amount paid by applicants: [Not Applicable/give details] Details of the minimum and/or maximum amount of application: [Not Applicable/give details] Details of the method and [Not Applicable/give details] time limits for paying up and delivering the Notes: Manner in and date on [Not Applicable/give details] which results of the offer are to be made public: Procedure for exercise of [Not Applicable/give details] any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential [Not Applicable/give details] investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Process for notification to [Not Applicable/give details] applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses [Not Applicable/give details] and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), [None/give details] to the extent known to the Issuer, of the placers in the various countries where the offer takes place:
The Notes described herein [do/do not] comprise Taxable-Linked Securities (as defined below).
"Taxable-Linked Securities" means Notes an amount of interest on which is calculated or determined on the basis of or by reference to certain indicators including the amount of profit, revenue, assets and distribution of surplus, distribution of profit and other similar distributions of the Issuer or of any person having a special relationship (as described in Article 3-2-2, paragraphs 5 through 7 of the Cabinet Order relating to the Special Taxation Measures Law of Japan) with the Issuer.]
[Provision relevant for the Notes issued by UJH (or in circumstances where any interest on the Notes issued by N.V. or PLC is attributable to a business in Japan conducted by such Issuer in the manner provided for in the Special Taxation Measures Law of Japan) only.]
Unilever N.V. Unilever Japan Holdings K.K. Unilever PLC Weena 455 1-1, Kamimeguro 2 chrome Unilever House 3013 AL Meguro-ku 100 Victoria Embankment Rotterdam Tokyo 153-8578 Blackfriars
Unilever N.V. Unilever United States, Inc. Unilever PLC Weena 455 800 Sylvan Avenue Unilever House 3013 AL Englewood Cliffs 100 Victoria Embankment Rotterdam New Jersey, 07632 Blackfriars
UBS Limited
1 Finsbury Avenue London EC2M 2PP
The Royal Bank of Scotland N.V.
Gustav Mahlerlaan 10 1082 PP Amsterdam
Santander Global Banking & Markets Citigroup Centre Ciudad Grupo Santander Canada Square Edificio Encinar Canary Wharf Avenida de Cantabria London E14 5LB 28660 Madrid, Spain
Winchester House Peterborough Court 1 Great Winchester Street 133 Fleet Street London EC2N 2DB London EC4A 2BB
UBS Limited 1 Finsbury Avenue London EC2M 2PP
Banco Santander, S.A. Citigroup Global Markets Limited
HSBC Bank plc J.P. Morgan Securities Ltd. 8 Canada Square 125 London Wall London E14 5HQ London EC2Y 5AJ
Mizuho International plc Morgan Stanley & Co. International plc Bracken House 25 Cabot Square One Friday Street Canary Wharf London EC4M 9JA London E14 4QA
London EC2M 3UR 8001 Zürich, Switzerland
London EC4Y 0DY
London EC4Y 0DY
THE TRUSTEE The Law Debenture Trust Corporation p.l.c. Fifth Floor 100 Wood Street London EC2V 7EX
London EC1Y 8YY London EC2N 1AR
To the Issuers and the Guarantors as to English law To the Issuers and the Guarantors as to Netherlands law Slaughter and May De Brauw Blackstone Westbroek London B.V. One Bunhill Row 125 Old Broad Street – 17th Floor
To the Issuers and the Guarantors as to US law To UJH as to Japanese law Cravath, Swaine & Moore LLP Mori Hamada & Matsumoto 825 Eighth Avenue Marunouchi Park Building
New York, NY 10019 6-1, Marunouchi 2-chome, Chiyoda-ku Tokyo 100-8222
To the Dealers and the Trustee as to English law Clifford Chance LLP 10 Upper Bank Street London E14 5JJ
PRINCIPAL PAYING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB PAYING AGENTS
The Netherlands
The Royal Bank of Scotland N.V. Deutsche Bank Luxembourg S.A.
Kemelstede 2 2 boulevard Konrad Adenauer 4817 ST Breda L-1115 Luxembourg
Deutsche Bank AG Paris c/o Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom
PricewaterhouseCoopers Accountants N.V. PricewaterhouseCoopers LLP
Registered Accountants Chartered Accountants and Registered Auditors Fascinatio Boulevard 350 1 Embankment Place 3065 WB Rotterdam London WC2N 6RH
Printed by Slaughter and May One Bunhill Row, London EC1Y 8YY 507621031
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.