Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
The relevant disclosure must include details of all interests or dealings in any class of relevant securities of the other company which is part of its DLC structure. Therefore, if, for example, a disclosure is being made in respect of a dealing in securities of Unilever PLC, an accompanying disclosure must also be made of interests or short positions held in securities of Unilever N.V., even if the person's interest or short position is less than 1% of the relevant class. Therefore, each disclosure should consist of two Rule 8.3 disclosure forms, one for the PLC arm of the DLC structure and one for the N.V. arm of the DLC structure, released as one announcement.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Unilever's website at www.unilever.com by no later than 12 noon (London time) on 20 February 2017.
Rule 2.9 Requirement
In accordance with Rule 2.9 of the Code, Unilever confirms that as at the date of this announcement, Unilever PLC has in issue 1,283,459,367 ordinary shares of 3 1/9p each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares of Unilever PLC is GB00B10RZP78.
In addition, Unilever N.V. has in issue 1,714,727,700 ordinary shares of EUR0.16 each. The International Securities Identification Number (ISIN) of the ordinary shares of Unilever N.V. is NL0000388619. Unilever N.V. has in issue 161,060 6 per cent. preference shares of EUR428.57 each. The International Securities Identification Number (ISIN) of the 6 per cent. preference shares of Unilever N.V. is NL0000388742. Unilever N.V. has in issue 29,000 7 per cent. preference shares of EUR428.57 each. The International Securities Identification Number (ISIN) of the 7 per cent. preference shares of Unilever N.V. is NL0000388726. Unilever N.V. holds 151,953,411 ordinary shares, 37,679 6 per cent. preference shares and 7,314 7 per cent. preference shares in treasury.
Unilever PLC has an American depositary receipts ("ADR") programme for which Deutsche Bank Trust company Americas acts as Depositary. 1 ADR represents 1 ordinary share of Unilever PLC. The ADRs trade on the New York Stock Exchange. The trading symbol for these securities is UL and the ISIN is US9047677045.
Unilever N.V. has New York registry shares for which Deutsche Bank Trust Company Americas maintain the register. 1 New York registry share represents 1 ordinary share of Unilever N.V. and a direct 1:1 relationship with the depositary receipts traded in Amsterdam. The ISIN of the Ordinary depositary receipts of Unilever N.V. is NL0000009355. The New York registry shares trade on the New York Stock Exchange. The trading symbol for these securities is UN and the ISIN is US9047847093.
Legal Entity Identifier ("LEI")
Unilever PLC's LEI is 549300MKFYEKVRWML317.
Bases of calculation
The proposal received was calculated as follows:
Unilever share price reflects 10-trading day Volume Weighted Average Price (VWAP) of $40.56, based on a weighted average of (a) PLC shares' 10-trading day VWAP of GBP32.44 converted at a spot exchange rate of GBP/USD of 1.254; and (b) N.V. shares' 10-trading day VWAP of EUR37.86 converted at spot exchange rate of EUR/USD 1.069. For purposes of exchange ratio calculation, Kraft Heinz share price reflects 10-trading day VWAP of $89.04. Source: Bloomberg and latest publicly available information, as of 8 February 2017.
The value of the mix of cash and shares and premium to Unilever's share price as at the close of business on 16 February 2017 has been calculated by reference to:
-- the EUR / USD exchange rate of 1.067 and the GBP / USD exchange rate of 1.249 (as derived from Bloomberg based on the exchange rate as at 4.30 p.m. on 16 February 2017)
-- Kraft Heinz's closing share price of USD 87.28 on 16 February 2017 (source: Bloomberg)
-- Unilever's weighted average closing price as at 16 February 2017 of $42.04, calculated based on Unilever PLC's closing share price of GBP 33.48 on 16 February 2017 (converted into USD) and Unilever N.V.'s closing share price of EUR 39.57 on 16 February 2017 (converted into USD), weighted based on 1,283,459,367 Unilever PLC shares as at 16 February 2017 (being 1,310,156,361 shares in issue less 26,696,994 shares held in treasury) and 1,562,774,289 Unilever N.V. shares as at 16 February 2017 (being 1,714,727,700 shares in issue less shares 151,953,411 held in treasury).
This information is provided by RNS
The company news service from the London Stock Exchange