REG - Unilever PLC - Update on Share Consolidation

UnileverAnnouncement

Mon 18:00

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RNS Number : 7230K  Unilever PLC  08 December 2025

Unilever PLC

Update on Share Consolidation

 

Unilever PLC ("Unilever") announces that, following the confirmation earlier
today of the completion of the demerger of its ice cream business (the
"Demerger"), the consolidation of ordinary shares in Unilever (the "Share
Consolidation") in connection with the Demerger will become effective as at
8.00 a.m. (London time) tomorrow (Tuesday 9 December 2025).

As at the record time of 10:00 p.m. (London time) this evening (Monday 8
December 2025), the Share Consolidation will apply a ratio of:

 

8 New Unilever Shares for every 9 existing ordinary shares in Unilever.

 

Admission of the new ordinary shares of Unilever (the "New Unilever Shares")
(i) to listing on the Equity Shares (Commercial Companies) Category of the
Official List of the Financial Conduct Authority and to trading on the London
Stock Exchange's Main Market for listed securities will take place at 8:00
a.m. (London time) tomorrow (Tuesday 9 December 2025), and (ii) to listing and
trading on Euronext Amsterdam will take place at 9:00 a.m. (Amsterdam time)
tomorrow (Tuesday 9 December 2025).

The New Unilever Shares will have a nominal value per share of 3 1/2 pence
each and will be registered with the ISIN number GB00BVZK7T90.

Further information in relation to the Share Consolidation can be found in the
circular to shareholders published on Thursday 2 October 2025 (the
"Circular"). The Circular is available on Unilever's website at
www.unilever.com/gm (http://www.unilever.com/gm) . Shareholders are encouraged
to read the Circular in full.

The key dates and times in relation to the Share Consolidation are set out at
the end of this announcement.

Fractional entitlements

Fractional entitlements to New Unilever Shares may arise as a result of the
Share Consolidation. Any holding of ordinary shares in Unilever which is not
exactly divisible by the consolidation ratio will result in the number of
entitlements to New Unilever Shares to be received being rounded down to the
nearest whole number.

Individual fractional entitlements will be aggregated and sold in the market.
The net proceeds of the sale, after the deduction of any expenses and/or
commission associated with such sale (including any related VAT), will be paid
in due proportion to the relevant Unilever shareholders.

Total voting rights

The following notification is made in accordance with the UK Financial Conduct
Authority's Disclosure Guidance and Transparency Rule 5.6.1.

Following the Share Consolidation, Unilever's share capital as at 8:00 a.m.
(London time) on Tuesday 9 December 2025 will consist of 2,232,630,400
ordinary shares of 3 1/2 pence each.

Of those ordinary shares, 51,625,153 are held as treasury shares and 314,912
ordinary shares (including ordinary shares represented by Unilever PLC ADSs)
are held by or on behalf of companies in the Unilever group (the "Unilever
Group Shares"). The voting rights attaching to the Unilever Group Shares are
not exercisable. Accordingly, as at 8:00 a.m. (London time) on Tuesday 9
December 2025, there will be 2,180,690,335 shares with voting rights.

The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, Unilever under the UK Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

American Depositary Shares ("Unilever ADSs")

The Share Consolidation will not result in a change to the ratio of shares
represented by each Unilever ADS, which will remain as 1:1.

However, following the Share Consolidation becoming effective, the existing
Unilever shares held by the ADS Depositary will be replaced with a smaller
number of New Unilever Shares. As a result, Unilever ADS holders will, upon
cancellation of their existing Unilever ADSs, be issued with and receive 8 new
Unilever ADSs ("New Unilever ADSs") for every 9 existing Unilever ADSs.

It is expected that "regular-way" trading with respect to existing Unilever
ADSs will end at market close on Monday 8 December 2025 and that "regular-way"
trading with respect to new Unilever ADSs will commence on the New York Stock
Exchange at market open on Tuesday 9 December 2025.

New Unilever ADSs will trade under the CUSIP number 904767 803.

Expected timetable of principal events

The times and dates set out in the timetable below and throughout this
announcement are indicative only and based on Unilever's current expectations
and may be subject to change without further notice. Unless otherwise
indicated, all references to time in this timetable are to London time unless
otherwise specified.

 

 Principal events                                                           Indicative time and/or date

 Record time for Share Consolidation                                        10:00 p.m. on Monday 8 December 2025
 Share Consolidation becomes effective                                      8:00 a.m. on Tuesday 9 December 2025
 New Unilever Shares commence trading on the London Stock Exchange          8:00 a.m. on Tuesday 9 December 2025
 New Unilever Shares commence trading on Euronext Amsterdam                 9:00 a.m. (Amsterdam time) on Tuesday 9 December 2025
 Crediting of CREST accounts with New Unilever Shares                       As soon as possible after 8:00 a.m. on Tuesday 9 December 2025
 Opening of the Unilever ADS issuance and cancellation books((1))           Open of business (New York time) on Tuesday 9 December 2025
 New Unilever ADSs commence trading on the New York Stock Exchange          9:30 a.m. (New York time) on Tuesday 9 December 2025
 Despatch of certificates for New Unilever Shares                           by Tuesday 23 December 2025
 Despatch of fractional payments resulting from the sale of aggregated New  by Tuesday 23 December 2025
 Unilever Shares as a result of the Share Consolidation

 

Notes

(1) The Unilever ADS issuance and cancellation books have been closed for the
purposes of the Share Consolidation from the close of business (New York time)
on Thursday 4 December 2025. While the Unilever ADS issuance and cancellation
books are closed, the issuance and cancellation of Unilever ADSs will be
suspended, meaning that during this period it will not be possible to
surrender Unilever ADSs and receive underlying Unilever shares or deposit
Unilever shares and receive Unilever ADSs. However, the closing of the
issuance and cancellation books does not have an impact on trading, and
Unilever ADS holders may continue to trade their Unilever ADSs during this
period. It is expected that the Unilever ADS issuance and cancellation books
will re-open from the open of business (New York time) on Tuesday 9 December
2025.

For further information, please contact:

Investor Relations: Investor.Relations@unilever.com
(mailto:Investor.Relations@unilever.com)

Unilever Press Office: Press-Office.London@unilever.com
(mailto:Press-Office.London@unilever.com)

 

Cautionary Statement

 

This announcement may contain forward-looking statements within the meaning of
the securities laws of certain jurisdictions, including 'forward-looking
statements' within the meaning of the United States Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking statements. Words
and terminology such as 'will', 'aim', 'expects', 'anticipates', 'intends',
'looks', 'believes', 'vision', 'ambition', 'target', 'goal', 'plan',
'potential', 'work towards', 'may', 'milestone', 'objectives', 'outlook',
'probably', 'project', 'risk', 'continue', 'should', 'would be', 'seeks', or
the negative of these terms and other similar expressions of future
performance, results, actions or events, and their negatives, are intended to
identify such forward-looking statements. Forward-looking statements also
include, but are not limited to, statements and information regarding
Unilever's emissions reduction and other sustainability-related targets and
other climate and sustainability matters (including actions, potential impacts
and risks and opportunities associated therewith). Forward-looking statements
can be made in writing but also may be made verbally by directors, officers
and employees of the Unilever Group (the "Group") (including during management
presentations) in connection with this announcement. 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 or outcomes.
All forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained in this
section. Readers should not place undue reliance on forward-looking
statements.

Because these forward-looking statements involve known and unknown risks and
uncertainties, a number of which may be beyond the Group's control, there are
important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements. Among other
risks and uncertainties, the material or principal factors which could cause
actual results to differ materially from the forward-looking statements
expressed in this announcement are: Unilever's global brands not meeting
consumer preferences; Unilever's ability to innovate and remain competitive;
Unilever's investment choices in its portfolio management; the effect of
climate change on Unilever's business; Unilever's ability to find sustainable
solutions to its plastic packaging; significant changes or deterioration in
customer relationships; the recruitment and retention of talented employees;
disruptions in Unilever's supply chain and distribution; increases or
volatility in the cost of raw materials and commodities; the production of
safe and high-quality products; secure and reliable IT infrastructure;
execution of acquisitions, divestitures and business transformation projects,
including the proposed separation of our Ice Cream business and the proposed
consolidation of our share capital in connection with the demerger; economic,
social and political risks and natural disasters; financial risks; failure to
meet high and ethical standards; and managing regulatory, tax and legal
matters and practices with regard to the interpretation and application
thereof and emerging and developing ESG reporting standards including
differences in implementation of climate and sustainability policies in the
regions where the Group operates.

The forward-looking statements are based on our beliefs, assumptions and
expectations of our future performance, taking into account all information
currently available to us. Forward-looking statements are not predictions of
future events. These beliefs, assumptions and expectations can change as a
result of many possible events or factors, not all of which are known to us.
If a change occurs, our business, financial condition, liquidity and results
of operations may vary materially from those expressed in our forward-looking
statements.

The forward-looking statements speak only as of the date of this announcement.
Except as required by any applicable law or regulation, the Group expressly
disclaims any intention, obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based. New risks and uncertainties arise over time, and it is not possible for
us to predict those events or how they may affect us. In addition, we cannot
assess the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual events, to differ
materially from those contained in any forward-looking statements. Further
details of potential risks and uncertainties affecting the Group are described
in the Group's filings with the London Stock Exchange, Euronext Amsterdam and
the US Securities and Exchange Commission, including in the Annual Report on
Form 20-F 2024 and the Unilever Annual Report and Accounts 2024.

 

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