SEC Division of Corporation Finance no-action letter: Unilever Group

This communication is confidential and may be privileged or otherwise protected by work product immunity. Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers. Please refer to www.linklaters.com/regulation for important information on Linklaters LLP’s regulatory position. Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 DX Box Number 10 CDE mike.bienenfeld@linklaters.com Michael Coco, Esq. Chief, Office of International Corporate Finance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E.; Mail Stop 4546 Washington, D.C. 20549 United States of America Securities Act of 1933:
Section 3(a)(10) and Rule 144
Electronic Submission June 11, 2020
Dear Mr. Coco:
Re: Section 3(a)(10) and Rule 144 of the Securities Act We 1 are writing on behalf of the Unilever Group (“Unilever”) with respect to the potential transaction whereby Unilever N.V., a company incorporated under the laws of the Netherlands (“Unilever NV”), will merge with and into Unilever PLC, a public limited company organized under the laws of England and Wales (“Unilever PLC”), for the purpose of bringing Unilever NV and Unilever PLC (and their respective subsidiary companies) together under a single parent holding company and collapsing its current dual-headed structure (“Unification”). 2 Unification is expected to be carried out by way of a European cross-border merger (the “Cross-border Merger”), which will include a U.K. court hearing, similar to the hearing that would be held in the context of a U.K. scheme of arrangement. Unilever has authorized us to make the factual representations set forth in this letter on their behalf and the discussion that follows is supported by a legal opinion issued on the date hereof by Linklaters LLP and addressed to Unilever (the “Unification Legal Opinion”). A copy of the Unification Legal Opinion is attached as Appendix A hereto. As discussed below, Unilever requests that the staff (the “Staff”) of the Office of International Corporate Finance, Division of Corporation Finance (the “Division”) of the U.S. Securities Exchange Commission (the “Commission”) (i) confirm that, based on the facts and circumstances set forth in this letter, the Staff will not recommend any enforcement action to the Commission if Unilever PLC issues, pursuant to the Cross￾border Merger described herein, its ordinary shares of nominal value of 3 1/9 pence per share (“Unilever PLC Shares”) and its American Depositary Shares each representing one Unilever PLC Share (“Unilever PLC ADSs”), including Unilever PLC Shares underlying such Unilever PLC ADSs, without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof (“Section 3(a)(10)”), and (ii) concur