June 11, 2020

Response of the Office of International Corporate Finance
Division of Corporation Finance

Re:Unilever Group
Incoming letter dated June 11, 2020

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if Unilever PLC, in reliance on your opinion of counsel that the exemption under Securities Act Section 3(a)(10) is available, issues Unilever PLC Shares and Unilever PLC ADSs to the holders of Unilever NV Shares and Unilever NV NYRSs pursuant to the Cross-border Merger, as described in your letter, without registration under the Securities Act. In reaching this position, we have noted that:

• the High Court will conduct a hearing on the fairness of the Cross-border Merger to the holders of Unilever NV Shares and Unilever NV NYRSs;
   
• the High Court will approve the fairness of the terms and conditions of the Cross-border Merger to the holders of Unilever NV Shares and Unilever NV NYRSs before issuance of the Unilever PLC Shares and Unilever PLC ADSs pursuant to the Cross-border Merger;
   
• all prospective recipients of Unilever PLC Shares and Unilever PLC ADSs under the Cross-border Merger will receive notice of the hearing regarding the Cross-border Merger and will have the opportunity to be heard at the hearing; and
   
• Unilever PLC will advise the High Court before the hearing that, if the High Court approves the terms and conditions of the Cross-border Merger, such approval will constitute the basis for the issuance of the Unilever PLC Shares and Unilever PLC ADSs without registration under the Securities Act, in reliance on the exemption from registration provided by Securities Act Section 3(a)(10).
   

Further, the Division is of the view that the Unilever PLC Shares and Unilever PLC ADSs received pursuant to the Cross-border Merger will not be “restricted securities” within the meaning of Securities Act Rule 144(a)(3). The Division is also of the view that recipients of the Unilever PLC Shares and Unilever PLC ADSs issued pursuant to the Cross-border Merger may resell those securities as follows:

• persons who are not affiliates of Unilever PLC, and who have not been affiliates of Unilever PLC within 90 days of the date of consummation of the Cross-border Merger, may resell Unilever PLC Shares and Unilever PLC ADSs received pursuant to the Cross-border Merger without regard to the requirements of Securities Act Rule 144; and
   
• persons who are affiliates of Unilever PLC, or who have been affiliates of Unilever PLC within 90 days of the date of consummation of the Cross-border Merger, may resell Unilever PLC Shares and Unilever PLC ADSs received pursuant to the Cross-border Merger in accordance with the provisions of Securities Act Rule 144.
   

These positions are based upon the representations made in your letter to the Division. Any different facts or conditions might require a different conclusion. Moreover, regarding whether the Section 3(a)(10) exemption from registration is available for the Unilever PLC Shares and Unilever PLC ADSs to be issued pursuant to the Cross-border Merger, this response expresses the Division’s position on enforcement action only and does not express a legal position on the question presented.