NV trust office to terminate Unilever NV depositary receipt structure
On 27 June 2019, Unilever announced that, following the approval by the meeting of depositary receipt holders, the board of the NV Trust Office has resolved to terminate the depositary receipt structure of Unilever NV. This follows Unilever’s request, as announced on 1 May 2019, that the NV Trust Office consider initiating the termination. This represents a further step in Unilever’s commitment to be at the forefront of good corporate governance.
The depositary receipt structure will be terminated on Friday 28 June 2019 after close of trading on Euronext Amsterdam. As a result, the depositary receipts of Unilever NV ordinary shares (the “DRs”) will be cancelled and the DR holders will in return receive Unilever NV ordinary shares, which will become the primary Unilever NV listing. The process will be carried out in accordance with the timetable below. Holders of DRs do not need to take any action.
Friday 28 June 2019
- Last day of trading of DRs on Euronext Amsterdam (ISIN NL0000009355). The ticker symbol will temporarily change from UNA to UNAT. The ISIN code will remain unchanged on that day.
- Ticker symbol of the Unilever NV ordinary shares on Euronext Amsterdam (ISIN NL0000388619) will temporarily change from UNIA to UNIAT. The ISIN code will also remain unchanged on that day.
- After close of trading on the Euronext Amsterdam, the depositary receipt structure will be terminated.
Monday 1 July 2019
- On Euronext Amsterdam, the DRs (ISIN NL0000009355) will no longer be available and all trading will be in the Unilever NV ordinary shares (ISIN NL0000388619). The ticker symbol of the Unilever NV ordinary shares will permanently change to UNA.
From 1 July 2019, the NV Trust Office will not be able to exercise any voting rights, nor to issue depositary receipts for ordinary shares. Following the termination of the depositary receipt structure of Unilever NV, there remains an obligation for the NV Trust Office, until 27 June 2021, to facilitate the exchange of a limited number of bearer certificates into Unilever NV ordinary shares. After 27 June 2021, it is intended that the foundation NV Trust Office will liquidate.
These changes do not affect Unilever NV shares held in New York Registry form (CUSIP 904784709); nor do they affect Unilever PLC shares held in American Depositary Receipt form (CUSIP 904767704) or in registered form (ISIN GB00B10RZP78).
Holders of bearer certificates, are referred to www.administratiekantoor-unilever.nl for more information as well as the information set out below.
The NV Trust Office and the associated depositary receipt structure were originally put in place for the interests of ordinary NV shareholders, primarily to counterbalance the disproportionate voting rights of the existing NV preference shares. In 2018, Unilever bought back the preference shares, and these were subsequently cancelled. This has removed the primary reason for the depositary receipt structure of Unilever NV.
Holders of Bearer Certificates
At the time of the announcement by the NV Trust Office on the termination of the depositary receipt structure of Unilever N.V. dated 27 June 2019, a limited number of depositary receipts ("Non-Book Entry DRs") are outstanding in respect of which the bearer certificates (the “Bearer Certificates”) issued by N.V. Nederlandsch Administratie- en Trustkantoor, the predecessor of the NV Trust Office, have not been handed in.
In accordance with articles 5 and 13 of the trust conditions of the NV Trust Office, during a period of two years after the date of the announcement (i.e. through 27 June 2021) holders of Bearer Certificates may cancel their Non-Book Entry DRs by exchanging their Bearer Certificates for Unilever NV ordinary shares, free of charge. With such exchange, the holders will also receive an amount equal to any dividends paid on the relevant underlying Unilever NV ordinary shares in the five years previous to such exchange of the Bearer Certificates.
During the above-mentioned two year period in which exchange of Bearer Certificates can take place, the NV Trust Office shall not be dissolved and the trust conditions of the NV Trust Office will continue to have effect. Upon the expiry of such two year period, the NV Trust Office shall sell the Unilever NV ordinary shares for which no Bearer Certificates have been submitted for exchange (the “Remaining NV Shares”).
Any such sales shall be executed via trading on Euronext Amsterdam and the proceeds thereof will be given in consignment (in consignatie) to the Dutch Ministry of Finance for the benefit of the relevant holders of Bearer Certificates. Holders of Bearer Certificates have thereafter no claim whatsoever towards the NV Trust Office. It should be noted that the aforesaid does also mean that as from the moment of consignment, any right to dividends granted on the Remaining NV shares in the five years previous to the consignment, shall expire.
U.S. Taxation Information
The following information on U.S. taxation is provided for guidance only. Shareholders to whom this may be relevant should consult their own tax advisers.
The depository receipts of Unilever NV ordinary shares represented an indirect interest in the underlying Unilever NV ordinary shares for U.S. tax purposes.
As a result, upon receipt of Unilever NV ordinary shares in exchange for the cancellation of depository receipts of Unilever NV ordinary shares,
(1) there will be no taxable gain or loss, (2) the tax basis in the Unilever NV ordinary shares will be the same as the tax basis in the depository receipts of Unilever NV ordinary shares, and (3) any holding period for the Unilever NV ordinary shares will include the holding period for the depository receipts of Unilever NV ordinary shares.
The cancellation of depository receipts of Unilever NV ordinary shares is not a corporate transaction that requires Unilever to file Internal Revenue Service Form 8937, and no such form will be filed.