Unilever announces intention to buy back shares to return after-tax proceeds

LONDON – Unilever PLC and Unilever N.V., have announced their intention to buy back shares with an aggregate market value equivalent of up to €6 billion to return the expected after-tax proceeds upon completion of the Spreads disposal to shareholders, unless more value-creating acquisition alternatives arise.

The Group announced the completion of the Spreads disposal before the end of this year in line with the Group’s objective of targeting a net debt to EBITDA ratio of 2.0x and our intention.

Unilever PLC and Unilever N.V. also announced the commencement of a second tranche to buy back shares with an aggregate market value equivalent of €3 billion in line with the Group’s stated objectives.

This second tranche of the programme will commence and will be to buy back Unilever PLC ordinary shares and Unilever N.V. ordinary shares (or depositary receipts in respect of such ordinary shares) with a total market value equivalent to €3 billion for all shares to be bought back.

The company added that the Second Tranche will take place within the limitations of the authority granted to the Boards of each of Unilever PLC and Unilever N.V. by their general meetings.

These meetings will ensure the maximum number of shares to be bought back by Unilever PLC in the Second Tranche is 91,397,655 and the maximum number of shares (or depositary receipts thereof) to be bought back by Unilever N.V. in the Second Tranche is 179,280,872.

The Second Tranche, the purpose of which is to reduce the capital of Unilever PLC and Unilever N.V., respectively, will also be conducted within the parameters prescribed by the Market Abuse Regulation 596/2014, the Commission Delegated Regulation (EU) 2016/1052 and, in the case of Unilever PLC, Chapter 12 of the Listing Rules.

The Second Tranche will commence on 20 July 2018 and will finish prior to year-end.

The respective amounts which will be bought back in the form of Unilever PLC ordinary shares and in the form of Unilever N.V. ordinary shares (or depositary receipts in respect of such ordinary shares) will be determined in due course at the Group’s discretion.

Accordingly, for the purposes of paragraph 1(b) of Article 2 of Commission Delegated Regulation (EU) 2016/1052 the maximum pecuniary amount allocated to the Unilever PLC programme is €3 billion and to the Unilever N.V. programme is €3 billion.

The Group has entered into instructions with Deutsche Bank AG, London Branch and UBS AG, London Branch to conduct the Programme on its behalf and to make trading decisions concerning the timing of purchases under the Programme independently of the Group.

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