UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNILEVER PLC
(Name of Issuer)
Ordinary Shares of the nominal amount of 3 1/9 pence each
(Title of Class of Securities)
G92087165
(CUSIP Number)
Paul David Read
1 Pemberton Row
London EC4A 3BG
United Kingdom
+44 (0) 20 7042 9881
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copy to:
Thomas B. Shropshire, Jr.
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
+44 (0) 20 7456 3223
31 December 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G92087165 |
1 | Name of reporting person
The Leverhulme Trust | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (See Item 5)
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3 | SEC use only
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4 | Source of funds (see instructions)
OO | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
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6 | Citizenship or place of organization
England and Wales | |||||
Number of shares beneficially owned by each reporting person with
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7 | Sole voting power
68,531,182 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
68,531,182 | |||||
10 | Shared dispositive power
0 | |||||
11 |
Aggregate amount beneficially owned by reporting person
68,531,182 (See Item 5) | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
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13 | Percent of class represented by amount in Row (11)
5.3 per cent.1 | |||||
14 | Type of reporting person (see instructions)
CO |
1 | Based on a total of 1,283,459,367 issued ordinary shares of the nominal amount of 3 1/9p each that can be voted on and are outstanding as of 12 January 2015. This amount is exclusive of 26,696,994 ordinary shares of the nominal amount of 3 1/9p each held on behalf of Unilever PLC. |
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CUSIP No. G92087165 |
1 | Name of reporting person
The Leverhulme Trade Charities Trust | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (See Item 5)
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3 | SEC use only
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4 | Source of funds (see instructions)
OO | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
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6 | Citizenship or place of organization
England and Wales | |||||
Number of shares beneficially owned by each reporting person with
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7 | Sole voting power
2,035,582 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
2,035,582 | |||||
10 | Shared dispositive power
0 | |||||
11 |
Aggregate amount beneficially owned by reporting person
2,035,582 (See Item 5) | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
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13 | Percent of class represented by amount in Row (11)
0.2 per cent.2 | |||||
14 | Type of reporting person (see instructions)
CO |
2 | Based on a total of 1,283,459,367 issued ordinary shares of the nominal amount of 3 1/9p each that can be voted on and are outstanding as of 12 January 2015. This amount is exclusive of 26,696,994 ordinary shares of the nominal amount of 3 1/9p each held on behalf of Unilever PLC. |
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Item 1. Security and Issuer.
This beneficial ownership statement on Schedule 13D (this Schedule 13D) relates to the ordinary shares, nominal value of 3 1/9 pence each (the Ordinary Shares), of Unilever PLC (the Issuer), whose principal executive offices are located at Unilever House, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom.
Item 2. Identity and Background.
This Schedule 13D is being filed by The Leverhulme Trust, a charitable incorporated organisation organised under the laws of England and Wales (The Leverhulme Trust CIO), and The Leverhulme Trade Charities Trust, a charitable incorporated organisation organised under the laws of England and Wales (The Leverhulme Trade Charities Trust CIO, together with The Leverhulme Trust CIO, the Reporting Persons).
The Leverhulme Trust CIO is a charitable organisation that provides grants and scholarships for research and education. The Leverhulme Trade Charities Trust CIO makes grants to charitable organisations and other institutions that are connected with chemists, grocers and commercial travellers and awards bursaries for university study for people in need, and for those who have a connection with the three beneficiary trade groups.
The Reporting Persons were originally established in the form of a single trust in 1925 by the will of William Hesketh Lever (Lord Leverhulme), the founder of Lever Brothers, the predecessor entity of the Issuer. In his will, Lord Leverhulme left a share of holdings in Lever Brothers to the trust, which became a shareholding in the Issuer upon Lever Brothers merger with Margarine Unie in 1929. In 1983, the High Court of Justice of England and Wales approved a declaration of Charitable Trust, which gave the trusts two charitable purposes (as set out above) each an existence as an independent charitable trust, including their own shareholdings in the Issuer. The Leverhulme Trust (The Leverhulme Trust (charitable trust)) was solely concerned with research and education while the eligible trade charities became the focus of The Leverhulme Trade Charities Trust (The Leverhulme Trade Charities Trust (charitable trust)).
With effect from midnight on 31 December 2014, each of The Leverhulme Trust (charitable trust) and The Leverhulme Trade Charities Trust (charitable trust) changed its legal status and the assets of each were transferred to charitable incorporated organisations of the same respective names.
The principal executive office of The Leverhulme Trust CIO is located at 1 Pemberton Row, London EC4A 3BG, United Kingdom. The principal executive office of The Leverhulme Trade Charities Trust CIO is located at 1 Pemberton Row, London EC4A 3BG, United Kingdom.
The Reporting Persons have common charity trustees (directors). Niall William Arthur FitzGerald, Ashok Sekhar Ganguly, Patrick Jean-Pierre Cescau, Paulus Geradus Josephus Maria Polman, Sir James Iain Walker Anderson, Alan Clive Butler, Rudolph Harold Peter Markham and Stephen Geoffrey Williams are directors of both Reporting Persons. The name, residence or business address, present principal occupation or employment, including name, principal business and address of any corporation or other organisation in which such employment is conducted, and citizenship of each of the executive officers and directors of the Reporting Persons are set forth in Schedule A hereto and are incorporated by reference herein. Messrs. FitzGerald, Ganguly, Cescau, Polman and Anderson were the trustees of The Leverhulme Trust (charitable trust) and The Leverhulme Trade Charities Trust (charitable trust).
During the last five years, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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The Reporting Persons have entered into a Joint Filing Agreement, dated 12 January 2015, a copy of which is filed with this Schedule 13D as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act 1934, as amended (the Exchange Act).
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 2 above, effective midnight on 31 December 2014, each of The Leverhulme Trust (charitable trust) and The Leverhulme Trade Charities Trust (charitable trust) changed its legal status. On such date, the trustees of The Leverhulme Trust (charitable trust) transferred 68,531,182 Ordinary Shares to The Leverhulme Trust CIO pursuant to a transfer agreement, a copy of which is attached as Exhibit 99.2 to this Schedule 13D, and the trustees of The Leverhulme Trade Charities Trust (charitable trust) transferred 2,035,582 Ordinary Shares to The Leverhulme Trade Charities Trust CIO pursuant to a separate transfer agreement, a copy of which is attached as Exhibit 99.3 to this Schedule 13D (together, the Transfer Agreements). No monies were exchanged by either The Leverhulme Trust CIO or The Leverhulme Trade Charities Trust CIO.
Transfer Agreements
Under the Transfer Agreements, the trustees of each of The Leverhulme Trust (charitable trust) and The Leverhulme Trade Charities Trust (charitable trust) agreed to transfer all property and assets, including each trusts respective shareholding in the Issuer, used in connection with the activities each trust carried out in accordance with its respective charitable objects (the charitable undertakings) to The Leverhulme Trust CIO and The Leverhulme Trade Charities Trust CIO, respectively, to hold for each Reporting Persons respective charitable purpose. In consideration for the transfer, the Reporting Persons assumed all debts, liabilities and obligations of any nature relating to the respective charitable undertaking of their predecessor trust with a view to carrying on the respective charitable undertaking as a going concern.
The transfer became effective as of midnight on 31 December 2014. The Reporting Persons agreed to indemnify and keep indemnified each trustee against any loss, liability and cost which such trustee incurred and which was not discharged before the effective date in connection with (i) the ownership and proper operation of the charitable undertaking and the assets of The Leverhulme Trust (charitable trust) and The Leverhulme Trade Charities Trust (charitable trust), respectively, or (ii) as a result of either Reporting Persons failure to pay, satisfy or perform the assumed liabilities under the respective Transfer Agreement, including any losses, liabilities or costs incurred as a result of defending or settling a claim alleging such a liability.
The preceding description of the Transfer Agreements contained herein is qualified in its entirety by reference to Exhibits 99.2 and 99.3, which are incorporated herein by reference.
Item 4. Purpose of Transaction.
The information set forth in Items 3 and 6 is hereby incorporated by reference in this Item 4.
The Reporting Persons acquired the Ordinary Shares reported on this Schedule 13D for investment purposes.
Each of the persons listed in Schedule A has acquired the Ordinary Shares disclosed in Schedule B as beneficially owned by him/her for investment purposes or, in the case of Paulus Geradus Josephus Maria Polman, Gordon Marshall and Paul David Read, as compensation for, and in connection with, serving as Chief Executive Officer of the Issuer, Director of the Reporting Persons, and
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Director of Finance of the Reporting Persons, respectively. Mr. Polman is a director of the Reporting Persons, the Chief Executive Officer of the Issuer and a member of the Issuers Board of Directors. In these capacities, Mr. Polman takes and will continue to take an active role in the Issuers management and strategic direction. By virtue of his positions with the Issuer, Mr. Polman is an affiliate as defined in the Securities Act of 1933, as amended. In his role with the Issuer, he develops plans and proposes changes relating to the management, composition of the Board of Directors, policies, operations, capital structure and business of the Issuer.
The Reporting Persons and the persons listed in Schedule A may, from time to time, in the ordinary course of business, depending on the factors discussed herein, their roles as directors and executives of the Reporting Persons, and the objectives of the Reporting Persons, seek to purchase, acquire, retain, sell, assign, transfer, endorse, pledge, hypothecate and otherwise dispose of all or a portion of the Ordinary Shares in the open market or in privately negotiated transactions. Any actions the Reporting Persons and the persons listed in Schedule A might undertake will be dependent upon the Reporting Persons and the persons listed in Schedule As, respectively, review of numerous factors, including, among other things, the price levels of the Ordinary Shares; general market and economic conditions; ongoing evaluation of the Issuers business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; the objectives of the Reporting Persons; and other future developments.
Except as otherwise set forth herein, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has any present plan or proposal that would relate to, or result in, any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding the foregoing, the Reporting Persons and the persons listed in Schedule A hereto reserve their rights in full to change their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D as they deem appropriate.
Item 5. Interest in Securities of the Issuer.
(a)-(b)
The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5.
The Ordinary Shares deemed beneficially owned by each of the Reporting Persons with respect to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page of this Schedule 13D relating to such person and are incorporated by reference herein.
In addition, by virtue of the relationship among the Reporting Persons, the Reporting Persons may be deemed a group under the Exchange Act. The group constituted by the Reporting Persons beneficially owns 70,566,764 Ordinary Shares, which represents 5.5 per cent. of the Issuers outstanding share capital exclusive of shares held on behalf of the Issuer.
The aggregate number and percentage of Ordinary Shares beneficially owned by each of the persons listed in Schedule A and the Ordinary Shares deemed beneficially owned by each such person with respect to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are set forth in Schedule B hereto and are incorporated by reference herein.
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Except as disclosed in this Schedule 13D, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
Except as disclosed in this Schedule 13D, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which they may be deemed to beneficially own.
(c)
The information set forth in Item 3 and the transactions by the persons listed in Schedule A set out in Schedule B hereto are incorporated by reference herein. Except as disclosed in this Schedule 13D, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto has effected any transaction in the Ordinary Shares during the past 60 days.
(d)
To the best knowledge of the Reporting Persons and the persons listed in Schedule A, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons and the persons listed in Schedule A, respectively.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Items 2, 3, 4 and 5 is hereby incorporated by reference in this Item 6.
As part of his compensation for acting as the Chief Executive Officer of the Issuer, Mr. Polman receives equity in the Issuer under certain equity compensation plans. Details of these plans are set out in Unilevers annual reports on Form 20-F. These reports are filed with the U.S. Securities and Exchange Commission and are available on its website, www.sec.gov. As part of their compensation for acting as Director and Director of Finance for the Leverhulme Trust, Mr. Marshall and Mr. Read, respectively, receive equity in the Issuer under certain equity compensation plans.
Except as described above or elsewhere in this Schedule 13D, or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto or between the Reporting Persons and any other person or, to the best of their knowledge, any person named in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit Number |
Description | |
99.1 | Joint Filing Agreement dated 12 January 2015 between The Leverhulme Trust and The Leverhulme Trade Charities Trust. | |
99.2 | Transfer Agreement dated 31 December 2014 between The Trustees of the Leverhulme Trust (charitable trust) and The Leverhulme Trust (charitable incorporated organisation). Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC. | |
99.3 | Transfer Agreement dated 31 December 2014 between The Trustees of the Leverhulme Trade Charities Trust (charitable trust) and The Leverhulme Trade Charities Trust (charitable incorporated organisation). Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC. |
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: 12 January 2015
The Leverhulme Trust | ||
By: | /s/ NIALL FITZGERALD | |
Signature | ||
Niall FitzGerald, Chairman | ||
Name/Title | ||
/s/ PATRICK CESCAU | ||
Signature | ||
Patrick Cescau, Charity Trustee | ||
Name/Title | ||
The Leverhulme Trade Charities Trust | ||
By: | /s/ NIALL FITZGERALD | |
Signature | ||
Niall FitzGerald, Chairman | ||
Name/Title | ||
/s/ PATRICK CESCAU | ||
Signature | ||
Patrick Cescau, Charity Trustee | ||
Name/Title |
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SCHEDULE A
The following sets forth as to each of the directors and executive officers of The Leverhulme Trust CIO and The Leverhulme Trade Charities Trust CIO: his name, his business address, his present principal occupation or employment and the name, principal business and address of any corporation or other organisation in which such employment is conducted. Unless otherwise specified, the principal business address of each such individual is 1 Pemberton Row, London EC4A 3BG, United Kingdom.
The Leverhulme Trust CIO
Directors and Executive Officers
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Niall William Arthur FitzGerald | Senior Advisor at Allen & Company Advisors LLP, an investment bank | 103 Mount Street, 2nd Floor, London W1K 2TJ, United Kingdom | Ireland | |||
Patrick Jean-Pierre Cescau | Non-executive Chairman of the InterContinental Hotel Group, an international hotel management company | Broadwater Park, Denham, Buckinghamshire UB9 5HR, United Kingdom | France | |||
Paulus Geradus Josephus Maria Polman | Chief Executive Officer of the Issuer and Unilever N.V. (together, Unilever), a supplier of fast-moving consumer goods across foods, refreshment and home and personal care categories | Unilever House, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom | The Netherlands | |||
Sir James Iain Anderson | Retired | 1 Pemberton Row, London EC4A 3BG | United Kingdom | |||
Alan Clive Butler | Retired | 1 Pemberton Row, London EC4A 3BG | United Kingdom | |||
Rudolph Harold Peter Markham | Retired |
1 Pemberton Row, London EC4A 3BG |
United Kingdom | |||
Stephen Geoffrey Williams | Company Director of Spencer Stuart LLP, an executive search and leadership consulting firm | 16 Connaught Place, London, W2 2ED, United Kingdom | United Kingdom |
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Ashok Sekhar Ganguly | Chairman of ABP PVT LTD, a newspaper and magazine publisher | ABP PVT LTD, Gandhi Mansion, 4th Floor, 20 Altamount Road, Mumbai 400 026, India | India | |||
Executive Officers | ||||||
Robert Gordon Marshall | Director of The Leverhulme Trust CIO | 1 Pemberton Row, London EC4A 3BG | United Kingdom | |||
Paul David Read | Director of Finance, The Leverhulme Trust CIO | 1 Pemberton Row, London EC4A 3BG | United Kingdom |
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The Leverhulme Trade Charities Trust CIO
Directors and Executive Officers
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Niall William Arthur FitzGerald | Senior Advisor at Allen & Company Advisors LLP, an investment bank | 103 Mount Street, 2nd Floor, London W1K 2TJ, United Kingdom | Ireland | |||
Patrick Jean-Pierre Cescau | Non-executive Chairman of the InterContinental Hotel Group, an international hotel management company | Broadwater Park, Denham, Buckinghamshire UB9 5HR, United Kingdom | France | |||
Paulus Geradus Josephus Maria Polman | Chief Executive Officer of the Issuer and Unilever N.V. (together, Unilever), a supplier of fast-moving consumer goods across foods, refreshment and home and personal care categories | Unilever House, 100 Victoria Embankment, London EC4Y 0DY, United Kingdom | The Netherlands | |||
Sir James Iain Anderson | Retired | 1 Pemberton Row, London EC4A 3BG | United Kingdom | |||
Alan Clive Butler | Retired | 1 Pemberton Row, London EC4A 3BG | United Kingdom | |||
Rudolph Harold Peter Markham | Retired | 1 Pemberton Row, London EC4A 3BG | United Kingdom | |||
Stephen Geoffrey Williams | Company Director of Spencer Stuart LLP, an executive search and leadership consulting firm | 16 Connaught Place, London, W2 2ED, United Kingdom | United Kingdom | |||
Ashok Sekhar Ganguly | Chairman of ABP PVT LTD, a newspaper and magazine publisher | ABP PVT LTD, Gandhi Mansion, 4th Floor, 20 Altamount Road, Mumbai 400 026, India | India |
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Executive Officers | ||||||
Robert Gordon Marshall | Director of The Leverhulme Trade Charities Trust CIO | 1 Pemberton Row, London EC4A 3BG | United Kingdom | |||
Paul David Read | Director of Finance, The Leverhulme Trade Charities Trust CIO | 1 Pemberton Row, London EC4A 3BG | United Kingdom |
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SCHEDULE B
Beneficial Ownership of Ordinary Shares
The following table sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of Ordinary Shares beneficially owned by each of the persons listed in Schedule A, as well as the number of Ordinary Shares as to which each person listed in Schedule A has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof:
Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition of |
Shared power to dispose or to direct the disposition of |
||||||||||||||||||
Niall William Arthur FitzGerald |
| | | | | | ||||||||||||||||||
Patrick Jean-Pierre Cescau |
119,856 | 1 | 0.0093 | 109,625 | | 109,625 | | |||||||||||||||||
Paulus Geradus Josephus Maria Polman |
287,296 | 0.0224 | 287,296 | | 287,296 | | ||||||||||||||||||
Sir James Iain Anderson |
| | | | | | ||||||||||||||||||
Alan Clive Butler |
52,293 | 0.0041 | 52,293 | | 52,293 | | ||||||||||||||||||
Rudolph Harold Peter Markham |
| | | | | | ||||||||||||||||||
Stephen Geoffrey Williams |
96,000 | 0.0075 | 96,000 | | 96,000 | | ||||||||||||||||||
Ashok Sekhar Ganguly |
21,931 | 0.0017 | 21,931 | | 21,931 | | ||||||||||||||||||
Robert Gordon Marshall |
7,710 | 0.0006 | 7,710 | | 7,710 | | ||||||||||||||||||
Paul David Read |
2,315 | 0.0002 | 2,315 | | 2,315 | |
1 | The total amount of beneficially owned Ordinary Shares includes 10,220 Ordinary Shares that are held in the form of the Issuers American Depositary Receipts. |
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Transactions in Ordinary Shares
The following table sets forth, as of the date of this Schedule 13D, information with regard to transactions in the Ordinary Shares that were effected during the past sixty days by Mr. Polman:
Date of transaction |
Amount of Ordinary Shares | Price per share (£) | Where and how the transaction was effected |
|||||||||
25 November 2014 |
1,042 | 14.92 |
|
Exercise of options under Unilever Share Save scheme |
| |||||||
10 December 2014 |
345 | 26.60 | |
Reinvested dividends from Unilever Management |
| |||||||
10 December 2014 |
2,058 | 26.60 | |
Reinvested dividends on purchase shares |
|
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EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Joint Filing Agreement dated 12 January 2015 between The Leverhulme Trust and The Leverhulme Trade Charities Trust. | |
99.2 | Transfer Agreement dated 31 December 2014 between The Trustees of the Leverhulme Trust (charitable trust) and The Leverhulme Trust (charitable incorporated organisation). Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC. | |
99.3 | Transfer Agreement dated 31 December 2014 between The Trustees of the Leverhulme Trade Charities Trust (charitable trust) and The Leverhulme Trade Charities Trust (charitable incorporated organisation). Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC. |
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EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated 12 January 2015, with respect to the ordinary shares, nominal amount of 3 1/9 pence each, of Unilever PLC is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 12th day of January 2015.
The Leverhulme Trust | ||
By: | /s/ NIALL FITZGERALD | |
Signature | ||
Niall FitzGerald, Chairman | ||
Name/Title | ||
By: | /s/ PATRICK CESCAU | |
Signature | ||
Patrick Cescau, Charity Trustee | ||
Name/Title |
The Leverhulme Trade Charities Trust | ||
By: | /s/ NIALL FITZGERALD | |
Signature | ||
Niall FitzGerald, Chairman | ||
Name/Title | ||
By: | /s/ PATRICK CESCAU | |
Signature | ||
Patrick Cescau, Charity Trustee | ||
Name/Title |
2
EXHIBIT 99.2
Confidential portions of
this exhibit have
been omitted and filed
separately with the
Securities and Exchange
Commission
TRANSFER AGREEMENT
31 DECEMBER 2014
BETWEEN
THE TRUSTEES OF THE LEVERHULME TRUST
(charitable trust)
and
THE LEVERHULME TRUST
(charitable incorporated organisation)
A12601/14/2032876
CONTENTS
Page | ||||||
Clause |
||||||
1. | Interpretation | 1 | ||||
2. | Transfer of Charitable Undertaking | 3 | ||||
3. | Assumed Liabilities | 4 | ||||
4. | Contracts | 5 | ||||
5. | Completion | 5 | ||||
6. |
Employees | 6 | ||||
7. |
Pensions | 6 | ||||
8. | Value Added Tax | 6 | ||||
9. |
Lease | 6 | ||||
10. | Notices | 7 | ||||
11. | General | 7 | ||||
12. |
Counterparts | 7 | ||||
13. | Governing Law | 7 | ||||
Schedule |
||||||
1. | Trustees | 8 | ||||
2. | Contracts | 9 | ||||
3. | Employees | 10 | ||||
4. | Investments | 11 |
THIS DEED is made 31 December 2014
BETWEEN
(1) | The trustees (listed in Schedule 1 to the deed) of THE LEVERHULME TRUST, a charitable trust (the Trust) registered at the Charity Commission under charity number 288371 (the Trustees); and |
(2) | THE LEVERHULME TRUST, a charitable incorporated organisation registered at the Charity Commission under charity number 1159154 (the CIO); |
WHEREAS:
(A) | The Trust was established by a deed (the Trust Deed) dated 7th November, 1983 as altered by a scheme of the Charity Commission (the Scheme) dated 22nd October 1999. |
(B) | The Trustees are the present trustees of the Trust. |
(C) | The CIO is a charitable incorporated organisation registered under charity number 1159154. |
(D) | The Trustees consider that it would facilitate the administration of the activities of the Trust to operate through an incorporated entity and that it would therefore be expedient, in the interests of furthering the purposes for which the property is held by the Trust, for the property to be transferred to the CIO, which has substantially similar purposes to those of the Trust. |
(E) | Pursuant to the power under section 268 of the Charities Act 2011, the Trustees have resolved by a resolution made on 1 October 2014 to transfer the whole of the Trust Fund and Charitable Undertaking (as defined below) to the CIO to hold for its charitable purposes. In accordance with section 268(5) of the Charities Act 2011, a copy of these resolutions was submitted to the Charity Commission on 13 October 2014. The Charity Commission have indicated by email on 20 November 2014 that the Trustees resolution made on 1 October 2014 satisfied the requirements of section 268 Charities Act 2011. |
(F) | The parties now wish to enter into this agreement to transfer the whole of the Trust Fund and the Charitable Undertaking to the CIO. |
IT IS AGREED as follows:
1. | INTERPRETATION |
1.1 | In this agreement: |
AEL means Associated Enterprises Limited;
Assets means the several assets to be transferred by the Trustees to the CIO under this agreement and described in clause 2.1;
Assumed Liabilities means all debts, liabilities and obligations of any nature of the Trustees relating to the Charitable Undertaking or the Assets, whether actual or contingent, which are due or outstanding on or have accrued at the Effective Time, including the Creditors, but not any liability in relation to which the Trustees would not be entitled to an indemnity under the general law had they continued as the trustees of the Trust;
Charitable Undertaking means the activities of the Trust as carried out in accordance with the charitable objects of the Trust set out in clause 4 of the Trust Deed (as replaced by the Scheme);
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Claims means all rights and claims of the Trustees arising at any time (whether before or after the Effective Time) under any warranty, term, condition, guarantee or indemnity, whether express or implied, in favour of the Trustees in relation to any Asset;
Completion means completion of the transfer of the Charitable Undertaking and acquisition of the Assets in accordance with clause 5;
Contracts means all contracts and engagements (including contracts for services between the Trustees and their independent contractors but excluding contracts of service between the Trustees and their employees) entered into or orders made before the Effective Time by or on behalf of the Trustees with third parties in connection with the Charitable Undertaking which remain (in whole or in part) to be performed at the Effective Time including (but without limitation) all orders and contracts for the sale or purchase of goods or provision or supply of services or for the hire purchase, credit sale, leasing or license of goods or services, and including, in particular, those shortly described in Schedule 2;
Creditors means all financial obligations and accrued charges owing by the Trustees at the Effective Time;
Debts means (i) any debts or other sums due or payable to the Trustees in connection with the Charitable Undertaking at the Effective Time including, but not limited to, the benefit of any right to reclaim or be refunded tax, (ii) any debts or other sums which become due or payable to the Trustees after the Effective Time in connection with goods supplied or services performed in connection with the Charitable Undertaking prior to the Effective Time, (iii) any interest payable on those debts or other sums and (iv) the benefit of all securities, guarantees, indemnities and rights relating to those debts or other sums;
Effective Time means midnight on 31 December 2014;
Employees means those individuals employed jointly by the Outgoing Employer in respect of the Charitable Undertaking and named in Schedule 3;
Employment Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended);
Encumbrances means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third party right or interest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind, however created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect;
Equipment means all the plant, machinery, spare parts, tools, equipment, tangible chattels, motor vehicles, furniture, fixtures and fittings (to the extent they are not included in the property demised by the Lease) owned and used by the Trustees in connection with the Charitable Undertaking; Goodwill means the goodwill of the Charitable Undertaking related to the exclusive right to carry on the Charitable Undertaking in succession to the Trustees;
Intellectual Property means all Intellectual Property Rights owned by the Trustees and used in connection with the Charitable Undertaking;
Intellectual Property Rights means trade marks, service marks, trade and business names, rights in designs, patents, copyright, database rights, moral rights and rights in know-how and other intellectual property rights in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;
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IT System means all computer hardware (including network and telecommunications equipment) software (including associated preparatory materials, user manuals and other related documentation) and peripherals owned, used, leased or licenced by or in relation to the Charitable Undertaking.
Investments means the portfolio of investments referred to in Schedule 4.
Lease means a lease of premises known as 2nd Floor Offices, 1/3 Pemberton Row, London EC4A 3EX and made between Co-Operative Insurance Society Limited (1) and Sir Michael Sidney Perry and others as trustees on behalf of The Leverhulme Trust (2) and dated 4 April 2012;
New Employer means the CIO and Unilever UK Central Resources Limited jointly;
Outgoing Employer means the Trustees and Unilever UK Central Resources Limited jointly;
Trust Fund has the meaning given to it by clause 2(b) of the Trust Deed; and
UUKPF means the Unilever UK Pension Fund.
1.2 | In this agreement any reference, express or implied, to an enactment includes references to: |
(a) | that enactment as re-enacted, amended, extended or applied by or under any other enactment (before or after the signature of this agreement); |
(b) | any enactment which that enactment re-enacts (with or without modification); and |
(c) | (any subordinate legislation made (before or after the signature of this agreement) under that enactment, as re-enacted, amended, extended or applied as described in paragraph (a) above, or under any enactment referred to in paragraph (b) above; |
and enactment includes any legislation in any jurisdiction. |
1.3 | Words denoting persons shall include bodies corporate and unincorporated associations of persons. |
1.4 | Subclauses (1) to (3) above apply unless the contrary intention appears. |
1.5 | The headings in this agreement do not affect its interpretation. |
2. | TRANSFER OF CHARITABLE UNDERTAKING |
2.1 | In consideration of the assumption of liabilities by the CIO under clause 3, and subject to clause 4, the Trustees shall transfer in each case subject to all Encumbrances existing at the date of this agreement and the CIO shall acquire the following assets with a view to the CIO carrying on the Charitable Undertaking from Completion as a going concern: |
(a) | the Trust Fund (including without limitation the Investments); |
(b) | the Goodwill; |
(c) | the Lease; |
(d) | the Equipment; |
(e) | the IT System; |
(f) | the benefit (subject to the burden) of the Contracts; |
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(g) | the Debts; |
(h) | the Intellectual Property; |
(i) | all records and other documents relating to the Intellectual Property and the Charitable Undertaking; |
(j) | the benefit of the Claims; |
(k) | cash in hand and at bank; |
(l) | bills receivable; and |
(m) | any other property and assets of the Trustees used in connection with the Charitable Undertaking or owned by the Trustees whether existing at the Effective Time or received by the Trustees thereafter. |
2.2 | The Assets transferred under this agreement are being transferred in their present state and no warranty, condition, term or representation, either express or implied, statutory or otherwise as to the condition, quality, accuracy, performance, merchantability or fitness for intended purpose of the Assets or the existence or extent of any third party rights or claims in relation thereto is given or assumed by the Trustees and all such warranties, conditions, terms and representations are excluded to the fullest extent permitted by law. |
2.3 | Assignment of the Intellectual Property shall include the right of the Trustees to bring action and claim relief in respect of any infringement of the Intellectual Property which occurred prior to the date of Completion. |
2.4 | The Trustees covenant with the CIO that as from the Effective Time and until such time as each of the Assets is finally vested in the CIO the Trustees shall hold and shall be deemed to have held it in trust for and for the benefit of the CIO. |
3. | ASSUMED LIABILITIES |
3.1 | The CIO shall with effect from the Effective Time: |
(a) | assume responsibility for and pay, satisfy or perform the Assumed Liabilities; and |
(b) | pay, satisfy or discharge all debts, liabilities and obligations properly incurred by the Trustees in connection with the Charitable Undertaking after the Effective Time as shown in the management accounts of the Trustees prepared by accountants at Completion (which obligations shall for the avoidance of doubt include any legal accountancy and audit costs incurred in connection with this agreement and any costs associated with any transfer, assignment or novation pursuant to clause 2.1 or clause 4). |
3.2 | The CIO agrees to indemnify and keep indemnified each Trustee against any loss, liability and cost which a Trustee may incur or may have incurred and not discharged before the Effective Time: |
(a) | in connection with the ownership or proper operation of the Charitable Undertaking and the Assets in accordance with the Trust Deed; or |
(b) | as a result of the CIOs failure to pay, satisfy or perform the Assumed Liabilities under clause 3.1(a), |
including any losses, liabilities or costs incurred as a result of defending or settling a claim alleging such a liability. |
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3.3 | The CIO acknowledges that the Assumed Liabilities include the obligation to pay such grants and awards as will have been agreed by the Trustees at Completion. The CIO will meet ongoing commitments already made by the Trustees at Completion provided that the recipients in question continue to meet any reporting or other requirements set out in the terms of the grant or awards made to them. |
3.4 | The CIO shall also indemnify the Trustees in respect of the costs and expenses and outgoings arising from or attributable to the preparation and implementation of this agreement. |
3.5 | The CIO acknowledges that a contingent liability to AEL attaches to the Trust Fund and that it will be liable to pay out of the Trust Fund to AEL any sum due following notification given by AEL to the CIO as referred to in clause 4(b)(ii) of the Trust Deed (as replaced by the Scheme). To the extent that AEL makes any claim against the Trustees in respect of this obligation, the CIO shall indemnify the Trustees in respect of any sums due. |
4. | CONTRACTS |
4.1 | Subject to subclause (2) and from the Effective Time the CIO shall: |
(a) | be entitled to the benefit of the Contracts; |
(b) | carry out, perform and complete all the obligations and liabilities to be discharged under the Contracts; and |
(c) | indemnify the Trustees against all actions, proceedings, costs, damages, claims and demands in respect of any failure on the part of the CIO to carry out, perform and complete those obligations and liabilities. |
4.2 | Insofar as the benefit or burden of any of the Contracts cannot effectively be assigned to the CIO except by an agreement or novation with or consent to the assignment from the person, firm or company concerned: |
(a) | the Trustees shall use all reasonable endeavours to procure the novation or assignment; |
(b) | until the Contract is novated or assigned the Trustees shall hold it in trust for the CIO absolutely and the CIO shall (if such sub-contracting is permissible and lawful under the Contract), as the Trustees sub-contractor, perform all the obligations of the Trust under the Contract to be discharged after the Effective Time and shall indemnify the Trust against all actions, proceedings, costs, damages, claims and demands in respect of any failure on the part of the CIO to perform those obligations; and |
(c) | until the Contract is novated or assigned the Trustees shall (so far as it lawfully may) give all reasonable assistance to the CIO to enable the CIO to enforce its rights under the Contract. |
5. | COMPLETION |
5.1 | Completion shall take place at midnight on 31 December 2014. |
5.2 | On or immediately after Completion: |
(a) | the Trustees shall let the CIO into possession of the Assets and occupation of the property demised by the Lease; |
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(b) | the Trustees shall, so far as possible, deliver to the CIO all assignments or novation agreements in respect of the Contracts; |
(c) | the Trustees shall deliver to the CIO all records, documents, lists, catalogues, literature and material as are included in, or relate to, the Assets and the Charitable Undertaking; |
6. | EMPLOYEES |
The parties acknowledge and agree that under the Employment Regulations the contracts of employment between the Outgoing Employer and the Employees will have effect after Completion as if originally made between the New Employer and the Employees. The New Employer shall on and from the Effective Time assume responsibility as the employer of the Employees. All liabilities of the Trustees in respect of the Employees in relation to salaries, wages, entitlement to holiday pay, employee bonus or commission, expenses, National Insurance and pension contributions and liability to tax (the Liabilities) shall be apportioned on a time basis so that such part of the Liabilities attributable to the period ending on the Effective Time shall be borne by the Trustees and such part of the Liabilities attributable to the period commencing on the day immediately following the Effective Time shall be borne by the CIO. The CIO shall indemnify the Trustees against all losses, costs and demands suffered by the Trustees arising from the CIOs failure to discharge any of the Liabilities in accordance with this Clause. |
7. | PENSIONS |
The Trustees and the CIO agree that on or before the Effective Time: |
(a) | the Trustees and the CIO in their capacities as joint employer in the Outgoing Employer and New Employer respectively will enter into a flexible apportionment agreement to transfer the liabilities of the Outgoing Employer under section 75 Pensions Act 1995 to the New Employer with effect from the Effective Time; |
(b) | the CIO as joint employer in the New Employer will enter into a deed of participation with the Trustee of UKKPF pursuant to which the New Employer will become a participating employer in UKKPF with effect from the Effective Time. |
8. | VALUE ADDED TAX |
The Trustees and the CIO intend that article 5 of the Value Added Tax (Special Provisions) Order 1995 shall apply to the transfer of the Assets under this agreement and agree to use all reasonable endeavours to secure that the transfer is treated as neither a supply of goods nor a supply of services under that article. If nevertheless any VAT is payable on the transfer of the Assets under this agreement then the CIO shall pay to the Trustees the amount of that VAT forthwith on recovery of that VAT by the CIO from HM Customs & Excise and the Trustees shall provide the CIO with a VAT invoice. |
9. | LEASE |
9.1 | The Lease is held by a non-exempt charity and the disposition of the Lease under the agreement falls within section 117(3)(a)(i) of the Charities Act 2011. |
9.2 | The Lease will be transferred to the CIO pursuant to the power contained in section 268 of the Charities Act 2011 and the restrictions imposed by section 117 of the Charities Act 2011 will therefore not apply to the Lease. |
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9.3 | The Lease will, as a result of this transfer, be held by the CIO, a non-exempt charity, and the restrictions on disposition imposed by section 117-121 of the Charities Act 2011 will apply to the Lease subject to section 117(3) of that Act. |
10. | NOTICES |
Any notice or other document to be served under this agreement may be delivered or sent by post to the party to be served at its address appearing in this agreement or at such other address as it may have notified to the other parties in accordance with this clause. Any notice or other document sent by post shall be sent by prepaid first class recorded delivery post. |
11. | GENERAL |
11.1 | Each of the obligations and undertakings set out in this agreement which is not fully performed at Completion will continue in force after Completion. |
11.2 | None of the rights or obligations under this agreement may be assigned or transferred without the written consent of all the parties. |
11.3 | A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. |
12. | COUNTERPARTS |
This agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of the agreement but all the counterparts shall together constitute the same agreement. |
13. | GOVERNING LAW |
13.1 | This agreement is governed by and shall be construed in accordance with English law. |
13.2 | In entering into this agreement no party may rely on any representation, warranty, collateral contract or other assurance (except those set out in this agreement) made by or on behalf of any other party before the signature of this agreement and each of the parties waives all rights and remedies which, but for this subclause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance; provided that nothing in this subclause shall limit or exclude any liability for fraud. |
IN WITNESS of which this deed has been executed and has been delivered on the date which appears first on page 1.
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SCHEDULE 1
TRUSTEES
Dr Ashok Ganguly
Niall FitzGerald
Patrick Cescau
Paul Polman
Sir James Anderson
8
SCHEDULE 2
CONTRACTS
Including but not limited to:
1. | The Investment Management Agreement between the trustees of the Trust and Capital International Limited; |
2. | The Investment Management Agreement between the trustees of the Trust and Newton Investment Management Limited; |
3. | The Investment Management Agreement between the trustees of the Trust and PIMCO; |
4. | The Investment Management Agreement between the trustees of the Trust and Schroders Investment Management Limited; |
5. | The Custodian Agreement between the trustees of the Trust and Northern Trust; and |
6. | The Joint Employers Agreement between the trustees of the Trust and Unilever UK Central Resources Limited. |
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SCHEDULE 3
EMPLOYEES
Cater, Jean Helen
Thorp, Nicola
Kerr, Bridget Philomena
Read, Paul David
Dillnutt, Matthew George
Sheppard, Bahia Mary
Mistry, Reena Hitan
Hughes, Cassandra
Heiner, Andreas Richard
White, Samuel David
Jaime, Maria Angeles
Grundy, Anna Marie
Marshall, Robert Gordon
Dupin, Gillian Naomi
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SCHEDULE 4
INVESTMENTS
1. | All of the assets held on behalf of the Trustees by Northern Trust |
2. | Shareholding in Unilever Plc: |
68,531,182 Ordinary Shares of 3 1/9 pence |
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FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.
SIGNATURES
SIGNED as a deed by DR ASHOK GANGULY in his capacity as a Trustee of the Leverhulme Trust in the presence of: |
) ) ) |
/s/ ASHOK GANGULY | ||||||
Witness: | Signature: | /s/ AMY BHARDA | ||||||
Full Name: | Mrs. Amy Bharda | |||||||
Address: | [***] |
|||||||
Occupation: | Executive Secretary | |||||||
SIGNED as a deed by NIALL FITZGERALD in his capacity as a Trustee of the Leverhulme Trust in the presence of: |
) ) ) |
/s/ NIALL FITZGERALD | ||||||
Witness: | Signature: | /s/ PAUL READ | ||||||
Full Name: | Paul Read | |||||||
Address: | [***] |
|||||||
Occupation: | Accountant | |||||||
SIGNED as a deed by PATRICK CESCAU in his capacity as a Trustee of the Leverhulme Trust in the presence of: |
) ) ) |
/s/ PATRICK CESCAU | ||||||
Witness: | Signature: | /s/ PAUL READ | ||||||
Full Name: | Paul Read | |||||||
Address: | [***] |
|||||||
Occupation: | Accountant |
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FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.
SIGNED as a deed by PAUL POLMAN in his capacity as a Trustee of the Leverhulme Trust in the presence of: |
) ) ) |
/s/ PAUL POLMAN | ||||||
Witness: | Signature: | /s/ BARBARA LAWTON | ||||||
Full Name: | Barbara Lawton | |||||||
Address: | [***] |
|||||||
Occupation: | PA | |||||||
SIGNED as a deed by SIR JAMES ANDERSON in his capacity as a Trustee of the Leverhulme Trust in the presence of: |
) ) ) |
/s/ JAMES ANDERSON | ||||||
Witness: | Signature: | /s/ K. ANDERSON | ||||||
Full Name: | Catherine Barbara Anderson | |||||||
Address: | [***] |
|||||||
Occupation: | Housewife | |||||||
EXECUTED as a deed by THE LEVERHULME TRUST, a charitable incorporated organisation acting by Niall FitzGerald and Patrick Cescau |
) ) ) ) ) |
/s/ NIALL FITZGERALD /s/ PATRICK CESCAU |
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EXHIBIT 99.3
Confidential portions of
this exhibit have
been omitted and filed
separately with the
Securities and Exchange
Commission
TRANSFER AGREEMENT
31 DECEMBER 2014
BETWEEN
THE TRUSTEES OF THE LEVERHULME TRADE CHARITIES TRUST
(charitable trust)
and
THE LEVERHULME TRADE CHARITIES TRUST
(charitable incorporated organisation)
11289/2/2051055
CONTENTS
Page | ||||||
Clause | ||||||
1. | Interpretation | 1 | ||||
2. | Transfer of Charitable Undertaking | 3 | ||||
3. | Assumed Liabilities | 4 | ||||
4. | Contracts | 4 | ||||
5. | Completion | 5 | ||||
6. | Value Added Tax | 5 | ||||
7. | Notices | 5 | ||||
8. | General | 6 | ||||
9. | Counterparts | 6 | ||||
10. | Governing Law | 6 | ||||
Schedule | ||||||
1. | Trustees | 7 | ||||
2. | Contracts | 8 | ||||
3. | Investments | 9 |
THIS DEED is made 31 December 2014
BETWEEN
(1) | The trustees (listed in Schedule 1 to the deed) of THE LEVERHULME TRADE CHARITIES TRUST, a charitable trust (the Trust) registered at the Charity Commission under charity number 288404 (the Trustees); and |
(2) | THE LEVERHULME TRADE CHARITIES TRUST, a charitable incorporated organisation registered at the Charity Commission under charity number 1159171 (the CIO); |
WHEREAS:
(A) | The Trust was established by a deed (the Trust Deed) dated 7th November, 1983 as altered by a scheme of the Charity Commission (the Scheme) dated 28 October 1993. |
(B) | The Trustees are the present trustees of the Trust. |
(C) | The CIO is a charitable incorporated organisation registered under charity number 1159171. |
(D) | The Trustees consider that it would facilitate the administration of the activities of the Trust to operate through an incorporated entity and that it would therefore be expedient, in the interests of furthering the purposes for which the property is held by the Trust, for the property to be transferred to the CIO, which has substantially similar purposes to those of the Trust. |
(E) | Pursuant to the power under section 268 of the Charities Act 2011, the Trustees have resolved by a resolution made on 1 October 2014 to transfer the whole of the Trust Fund and Charitable Undertaking (as defined below) to the CIO to hold for its charitable purposes. In accordance with section 268(5) of the Charities Act 2011, a copy of these resolutions was submitted to the Charity Commission on 13 October 2014. The Charity Commission confirmed by email on 17 November 2014 that the Trustees resolution made on 1 October 2014 satisfied the requirements of the of section 268 Charities Act 2011. |
(F) | The parties now wish to enter into this agreement to transfer the whole of the Trust Fund and the Charitable Undertaking to the CIO. |
IT IS AGREED as follows:
1. | INTERPRETATION |
1.1 | In this agreement: |
Assets means the several assets to be transferred by the Trustees to the CIO under this agreement and described in clause 2.1;
Assumed Liabilities means all debts, liabilities and obligations of any nature of the Trustees relating to the Charitable Undertaking or the Assets, whether actual or contingent, which are due or outstanding on or have accrued at the Effective Time, including the Creditors, but not any liability in relation to which the Trustees would not be entitled to an indemnity under the general law had they continued as the trustees of the Trust;
Charitable Undertaking means the activities of the Trust as carried out in accordance with the charitable objects of the Trust set out in clause 4 of the Trust Deed (as replaced by the Scheme);
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Claims means all rights and claims of the Trustees arising at any time (whether before or after the Effective Time) under any warranty, term, condition, guarantee or indemnity, whether express or implied, in favour of the Trustees in relation to any Asset;
Completion means completion of the transfer of the Charitable Undertaking and acquisition of the Assets in accordance with clause 5;
Contracts means all contracts and engagements (including contracts for services between the Trustees and their independent contractors but excluding contracts of service between the Trustees and their employees) entered into or orders made before the Effective Time by or on behalf of the Trustees with third parties in connection with the Charitable Undertaking which remain (in whole or in part) to be performed at the Effective Time including (but without limitation) all orders and contracts for the sale or purchase of goods or provision or supply of services or for the hire purchase, credit sale, leasing or license of goods or services, and including, in particular, those shortly described in Schedule 2;
Creditors means all financial obligations and accrued charges owing by the Trustees at the Effective Time;
Debts means (i) any debts or other sums due or payable to the Trustees in connection with the Charitable Undertaking at the Effective Time including, but not limited to, the benefit of any right to reclaim or be refunded tax, (ii) any debts or other sums which become due or payable to the Trustees after the Effective Time in connection with goods supplied or services performed in connection with the Charitable Undertaking prior to the Effective Time, (iii) any interest payable on those debts or other sums and (iv) the benefit of all securities, guarantees, indemnities and rights relating to those debts or other sums;
Effective Time means midnight on 31 December 2014;
Encumbrances means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right of set-off or other third party right or interest (legal or equitable) including any assignment by way of security, reservation of title or other security interest of any kind, however created or arising, or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect;
Goodwill means the goodwill of the Charitable Undertaking related to the exclusive right to carry on the Charitable Undertaking in succession to the Trustees;
Intellectual Property means all Intellectual Property Rights owned by the Trustees and used in connection with the Charitable Undertaking;
Intellectual Property Rights means trade marks, service marks, trade and business names, rights in designs, patents, copyright, database rights, moral rights and rights in know-how and other intellectual property rights in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;
IT System means all computer hardware (including network and telecommunications equipment) software (including associated preparatory materials, user manuals and other related documentation) and peripherals owned, used, leased or licenced by or in relation to the Charitable Undertaking.
Investments means the portfolio of investments referred to in Schedule 4.
Trust Fund has the meaning given to it by clause 2(b) of the Trust Deed;
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1.2 | In this agreement any reference, express or implied, to an enactment includes references to: |
(a) | that enactment as re-enacted, amended, extended or applied by or under any other enactment (before or after the signature of this agreement); |
(b) | any enactment which that enactment re-enacts (with or without modification); and |
(c) | (any subordinate legislation made (before or after the signature of this agreement) under that enactment, as re-enacted, amended, extended or applied as described in paragraph (a) above, or under any enactment referred to in paragraph (b) above; |
and enactment includes any legislation in any jurisdiction. |
1.3 | Words denoting persons shall include bodies corporate and unincorporated associations of persons. |
1.4 | Subclauses (1) to (3) above apply unless the contrary intention appears. |
1.5 | The headings in this agreement do not affect its interpretation. |
2. | TRANSFER OF CHARITABLE UNDERTAKING |
2.1 | In consideration of the assumption of liabilities by the CIO under clause 3, and subject to clause 4, the Trustees shall transfer in each case subject to all Encumbrances existing at the date of this agreement and the CIO shall acquire the following assets with a view to the CIO carrying on the Charitable Undertaking from Completion as a going concern: |
(a) | the Trust Fund (including without limitation the Investments); |
(b) | the Goodwill; |
(c) | the IT System; |
(d) | the benefit (subject to the burden) of the Contracts; |
(e) | the Debts; |
(f) | the Intellectual Property; |
(g) | all records and other documents relating to the Intellectual Property and the Charitable Undertaking; |
(h) | the benefit of the Claims; |
(i) | cash in hand and at bank; |
(j) | bills receivable; and |
(k) | any other property and assets of the Trustees used in connection with the Charitable Undertaking or owned by the Trustees whether existing at the Effective Time or received by the Trustees thereafter. |
2.2 | The Assets transferred under this agreement are being transferred in their present state and no warranty, condition, term or representation, either express or implied, statutory or otherwise as to the condition, quality, accuracy, performance, merchantability or fitness for intended purpose of the Assets or the existence or extent of any third party rights or claims in relation thereto is given or assumed by the Trustees and all such warranties, conditions, terms and representations are excluded to the fullest extent permitted by law. |
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2.3 | Assignment of the Intellectual Property shall include the right of the Trustees to bring action and claim relief in respect of any infringement of the Intellectual Property which occurred prior to the date of Completion. |
2.4 | The Trustees covenant with the CIO that as from the Effective Time and until such time as each of the Assets is finally vested in the CIO the Trustees shall hold and shall be deemed to have held it in trust for and for the benefit of the CIO. |
3. | ASSUMED LIABILITIES |
3.1 | The CIO shall with effect from the Effective Time: |
(a) | assume responsibility for and pay, satisfy or perform the Assumed Liabilities; and |
(b) | pay, satisfy or discharge all debts, liabilities and obligations properly incurred by the Trustees in connection with the Charitable Undertaking after the Effective Time as shown in the management accounts of the Trustees prepared by accountants at Completion (which obligations shall for the avoidance of doubt include any legal accountancy and audit costs incurred in connection with this agreement and any costs associated with any transfer, assignment or novation pursuant to clause 2.1 or clause 4). |
3.2 | The CIO agrees to indemnify and keep indemnified each Trustee against any loss, liability and cost which a Trustee may incur or may have incurred and not discharged before the Effective Time: |
(a) | in connection with the ownership or proper operation of the Charitable Undertaking and the Assets in accordance with the Trust Deed; or |
(b) | as a result of the CIOs failure to pay, satisfy or perform the Assumed Liabilities under clause 3.1(a), |
including any losses, liabilities or costs incurred as a result of defending or settling a claim alleging such a liability. |
3.3 | The CIO acknowledges that the Assumed Liabilities include the obligation to pay such grants and awards as will have been agreed by the Trustees at Completion. The CIO will meet ongoing commitments already made by the Trustees at Completion provided that the recipients in question continue to meet any reporting or other requirements set out in the terms of the grant or awards made to them. |
3.4 | The CIO shall also indemnify the Trustees in respect of the costs and expenses and outgoings arising from or attributable to the preparation and implementation of this agreement. |
4. | CONTRACTS |
4.1 | Subject to subclause (2) and from the Effective Time the CIO shall: |
(a) | be entitled to the benefit of the Contracts; |
(b) | carry out, perform and complete all the obligations and liabilities to be discharged under the Contracts; and |
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(c) | indemnify the Trustees against all actions, proceedings, costs, damages, claims and demands in respect of any failure on the part of the CIO to carry out, perform and complete those obligations and liabilities. |
4.2 | Insofar as the benefit or burden of any of the Contracts cannot effectively be assigned to the CIO except by an agreement or novation with or consent to the assignment from the person, firm or company concerned: |
(a) | the Trustees shall use all reasonable endeavours to procure the novation or assignment; |
(b) | until the Contract is novated or assigned the Trustees shall hold it in trust for the CIO absolutely and the CIO shall (if such sub-contracting is permissible and lawful under the Contract), as the Trustees sub-contractor, perform all the obligations of the Trust under the Contract to be discharged after the Effective Time and shall indemnify the Trust against all actions, proceedings, costs, damages, claims and demands in respect of any failure on the part of the CIO to perform those obligations; and |
(c) | until the Contract is novated or assigned the Trustees shall (so far as it lawfully may) give all reasonable assistance to the CIO to enable the CIO to enforce its rights under the Contract. |
5. | COMPLETION |
5.1 | Completion shall take place at midnight on 31 December 2014. |
5.2 | On or immediately after Completion: |
(a) | the Trustees shall let the CIO into possession of the Assets; |
(b) | the Trustees shall, so far as possible, deliver to the CIO all assignments or novation agreements in respect of the Contracts; |
(c) | the Trustees shall deliver to the CIO all records, documents, lists, catalogues, literature and material as are included in, or relate to, the Assets and the Charitable Undertaking; |
6. | VALUE ADDED TAX |
The Trustees and the CIO intend that article 5 of the Value Added Tax (Special Provisions) Order 1995 shall apply to the transfer of the Assets under this agreement and agree to use all reasonable endeavours to secure that the transfer is treated as neither a supply of goods nor a supply of services under that article. If nevertheless any VAT is payable on the transfer of the Assets under this agreement then the CIO shall pay to the Trustees the amount of that VAT forthwith on recovery of that VAT by the CIO from HM Customs & Excise and the Trustees shall provide the CIO with a VAT invoice. |
7. | NOTICES |
Any notice or other document to be served under this agreement may be delivered or sent by post to the party to be served at its address appearing in this agreement or at such other address as it may have notified to the other parties in accordance with this clause. Any notice or other document sent by post shall be sent by prepaid first class recorded delivery post. |
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8. | GENERAL |
8.1 | Each of the obligations and undertakings set out in this agreement which is not fully performed at Completion will continue in force after Completion. |
8.2 | None of the rights or obligations under this agreement may be assigned or transferred without the written consent of all the parties. |
8.3 | A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. |
9. | COUNTERPARTS |
This agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of the agreement but all the counterparts shall together constitute the same agreement. |
10. | GOVERNING LAW |
10.1 | This agreement is governed by and shall be construed in accordance with English law. |
10.2 | In entering into this agreement no party may rely on any representation, warranty, collateral contract or other assurance (except those set out in this agreement) made by or on behalf of any other party before the signature of this agreement and each of the parties waives all rights and remedies which, but for this subclause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance; provided that nothing in this subclause shall limit or exclude any liability for fraud. |
IN WITNESS of which this deed has been executed and has been delivered on the date which appears first on page 1.
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SCHEDULE 1
TRUSTEES
Dr Ashok Ganguly
Niall FitzGerald
Patrick Cescau
Paul Polman
Sir James Anderson
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SCHEDULE 2
CONTRACTS
Including but not limited to:
1. | The Investment Management Agreement between the trustees of the Trust and Newton Investment Management Limited; |
2. | The Investment Management Agreement between the trustees of the Trust and PIMCO; and |
3. | The Investment Management Agreement between the trustees of the Trust and Schroders Investment Management Limited. |
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SCHEDULE 3
INVESTMENTS
All of the assets held in the name of or on behalf of the Trustees including but not limited to the Shareholding in Unilever PLC of 2,035,582 Ordinary Shares of 3 1/9 pence.
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FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.
SIGNATURES
SIGNED as a deed by DR. ASHOK GANGULY in his capacity as a Trustee of the Leverhulme Trade Charities Trust in the presence of: |
) ) ) |
/s/ ASHOK GANGULY | ||||||
Witness: | Signature: | /s/ AMY BHARDA | ||||||
Full Name: | Mrs. Amy Bharda | |||||||
Address: | [***] |
|||||||
Occupation: | Executive Secretary | |||||||
SIGNED as a deed by NIALL FITZGERALD in his capacity as a Trustee of the Leverhulme Trade Charities Trust in the presence of: |
) ) ) |
/s/ NIALL FITZGERALD | ||||||
Witness: | Signature: | /s/ PAUL READ | ||||||
Full Name: | Paul Read | |||||||
Address: | [***] |
|||||||
Occupation: | Accountant | |||||||
SIGNED as a deed by PATRICK CESCAU in his capacity as a Trustee of the Leverhulme Trade Charities Trust in the presence of: |
) ) ) |
/s/ PATRICK CESCAU | ||||||
Witness: | Signature: | /s/ PAUL READ | ||||||
Full Name: | Paul Read | |||||||
Address: | [***] |
|||||||
Occupation: | Accountant |
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FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions.
SIGNED as a deed by PAUL POLMAN in his capacity as a Trustee of the Leverhulme Trade Charities Trust in the presence of: |
) ) ) |
/s/ PAUL POLMAN | ||||||
Witness: | Signature: | /s/ BARBARA LAWTON | ||||||
Full Name: | Barbara Lawton | |||||||
Address: | [***] |
|||||||
Occupation: | PA | |||||||
SIGNED as a deed by SIR JAMES ANDERSON in his capacity as a Trustee of the Leverhulme Trade Charities Trust in the presence of: |
) ) ) |
/s/ JAMES ANDERSON | ||||||
Witness: | Signature: | /s/ K. ANDERSON | ||||||
Full Name: | Catherine Barbara Anderson | |||||||
Address: | [***] |
|||||||
Occupation: | Housewife | |||||||
EXECUTED as a deed by THE LEVERHULME TRADE CHARITIES TRUST, a charitable incorporated organisation acting by Niall FitzGerald and Patrick Cescau |
) ) ) ) ) |
/s/ NIALL FITZGERALD /s/ PATRICK CESCAU |
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