11th Sep 2006 07:00
Unilever PLC09 September 2006 UNILEVER RECEIVES REPORT Unilever N.V. announced today it has received the report concerning its 1999Dutch preference shares produced by investigators appointed by the EnterpriseChamber of the Amsterdam Court of Appeal. The Unilever Board set up a special Board Committee, composed of independentnon-executive Board members and chaired by Professor Wim Dik, to deal with this matter. The preference shares were issued by Unilever N.V. at the time of the specialdividend payment in 1999. Unilever N.V.'s objective in issuing them was to offera tax-efficient alternative to a cash dividend for its Dutch privateshareholders who would have had to pay up to 60% income tax on such dividendwhereas the preference share would not be taxable. They were approved byshareholders at the 1999 Unilever N.V. AGM and their tax treatment had beenagreed with the Dutch authorities. With regard to three important elements the investigators do not criticiseUnilever's policy. Unilever's decision to issue the preference shares in 1999as well as its decision to convert these into ordinary shares in 2004 werecorrect. The investigators further do not conclude that Unilever has committeditself to or has guaranteed that it would buy back the preference shares for EUR6,58, as alleged by some preference shares holders. The investigators do however criticise Unilever's communications with regard tothe preference shares. Unilever takes this criticism seriously. A significantpart of it seems to be caused by different interpretations of facts. Unilever will defend itself, should this matter be progressed in furtherprocedures. Unilever will shortly publish the report as well as an English translation onits website - - - - - 2006 - 2 - Notes for Editors: • Unilever sold its speciality chemicals business in 1997 for $8bn and after two years decided to return the proceeds to its shareholders by way of a special dividend • PLC shareholders in the UK received a special cash dividend • Dutch retail shareholders would have had to pay income tax up to 60%, so Unilever decided to look for a tax efficient alternative • The chosen option was a stock-dividend in the form of a preference share • It was developed in consultation with the Dutch Tax Authorities • It was approved at the N.V. AGM in 1999 • The Dutch Tax authorities insisted on an element of market risk in order to qualify for a favourable tax treatment • The final special dividend programme consisted of the following elements: • The shareholder would be offered either the cash (€6.58) or a preference share • The preference shares would be listed on the Amsterdam exchange • The shares could be sold tax free at any time • It was intended as a temporary vehicle, and therefore would have an expected duration of approximately five years. After that they would come to an end through a number of options including repurchasing or conversion into ordinary shares • A number of shareholders filed a request with the Enterprise Chamber of the Amsterdam Court of appeal to start an inquiry into the issuance and the decision-making around the time of conversion, because they allegedly had expected to receive €6.58 rather than the lower conversion value • The inquiry started on 31st December 2004 and has been deposited at the Enterprise Chamber on 8 September 2006 Contacts: Tim Johns +44 20 7822 6805Vice-President, Global Media Relations Tanno Massar +31 10 217 4844 Director, European Media Relations - 3 - SAFE HARBOUR STATEMENT: This announcement may contain forward-lookingstatements, including 'forward-looking statements' within the meaning of theUnited States Private Securities Litigation Reform Act of 1995. Words such as 'expects', 'anticipates', 'intends' or the negative of these terms and othersimilar expressions of future performance or results and their negatives areintended to identify such forward-looking statements. These forward-lookingstatements are based upon current expectations and assumptions regardinganticipated developments and other factors affecting the Group. They are nothistorical facts, nor are they guarantees of future performance. Because theseforward-looking statements involve risks and uncertainties, there are importantfactors that could cause actual results to differ materially from thoseexpressed or implied by these forward-looking statements, including, amongothers, competitive pricing and activities, consumption levels, costs, theability to maintain and manage key customer relationships and supply chainsources, currency values, interest rates, the ability to integrate acquisitionsand complete planned divestitures, physical risks, environmental risks, theability to manage regulatory, tax and legal matters and resolve pending matterswithin current estimates, legislative, fiscal and regulatory developments,political, economic and social conditions in the geographic markets where theGroup operates and new or changed priorities of the Boards. Further details ofpotential risks and uncertainties affecting the Group are described in theGroup's filings with the London Stock Exchange, Euronext Amsterdam and the USSecurities and Exchange Commission, including the Annual Report & Accounts onForm 20-F. These forward-looking statements speak only as of the date of thisannouncement. Except as required by any applicable law or regulation, the Groupexpressly disclaims any obligation or undertaking to release publicly anyupdates or revisions to any forward-looking statements contained herein toreflect any change in the Group's expectations with regard thereto or any changein events, conditions or circumstances on which any such statement is based. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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