0001193125-15-008116.txt : 20150112 0001193125-15-008116.hdr.sgml : 20150112 20150112162208 ACCESSION NUMBER: 0001193125-15-008116 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20150112 DATE AS OF CHANGE: 20150112 GROUP MEMBERS: LEVERHULME TRADE CHARITIES TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNILEVER PLC CENTRAL INDEX KEY: 0000217410 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55367 FILM NUMBER: 15522210 BUSINESS ADDRESS: STREET 1: UNILEVER HOUSE STREET 2: BLACKFRIARS CITY: LONDON ENGLAND STATE: X0 ZIP: EC4P 4BQ BUSINESS PHONE: 201-894-2790 MAIL ADDRESS: STREET 1: C/O UNILEVER UNITED STATES INC STREET 2: 700 SYLVAN AVENUE (ATTN.: M MONTAGNINO) CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 FORMER COMPANY: FORMER CONFORMED NAME: UNILEVER LTD DATE OF NAME CHANGE: 19820429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Leverhulme Trust CENTRAL INDEX KEY: 0001629494 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1 PEMBERTON ROW CITY: LONDON STATE: X0 ZIP: EC4A 3BG BUSINESS PHONE: 44 207 042 9881 MAIL ADDRESS: STREET 1: 1 PEMBERTON ROW CITY: LONDON STATE: X0 ZIP: EC4A 3BG SC 13D 1 d841627dsc13d.htm SC 13D SC 13D

 

 

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 person’s 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).

 

 

 

 

 

1


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)

 

  3  

SEC use only

 

  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)  ¨

 

  6  

Citizenship or place of organization

 

    England and Wales

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     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)  ¨

 

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.

 

 

2


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)

 

  3  

SEC use only

 

  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)  ¨

 

  6  

Citizenship or place of organization

 

    England and Wales

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     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)  ¨

 

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.

 

 

3


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 trust’s 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.

 

 

4


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 trust’s 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 Person’s 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

 

 

5


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 Issuer’s Board of Directors. In these capacities, Mr. Polman takes and will continue to take an active role in the Issuer’s 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 A’s, 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 Issuer’s 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 Issuer’s 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.

 

 

6


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 Unilever’s 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, finder’s 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.

 

 

7


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

 

 

8


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

 

 

9


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

 

 

10


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

 

 

11


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

 

 

12


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 Issuer’s American Depositary Receipts.

 

 

13


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
Co-Investment Plan

 

  
  

10 December 2014

     2,058         26.60        
 
Reinvested dividends on
purchase shares
  
  

 

 

14


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.

 

 

15
EX-99.1 2 d841627dex991.htm EX-99.1 EX-99.1

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

EX-99.2 3 d841627dex992.htm EX-99.2 EX-99.2

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)

 

LOGO

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);

 

1


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;

 

2


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;

 

3


  (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 CIO’s 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.

 

4


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;

 

5


  (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 CIO’s 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.

 

6


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.

 

 

7


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.

 

9


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

 

10


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

 

11


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      

 

12


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

 

 

 

13

EX-99.3 4 d841627dex993.htm EX-99.3 EX-99.3

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)

 

LOGO

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);

 

1


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;

 

2


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.

 

3


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 CIO’s 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

 

4


  (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.

 

5


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.

 

6


SCHEDULE 1

TRUSTEES

Dr Ashok Ganguly

Niall FitzGerald

Patrick Cescau

Paul Polman

Sir James Anderson

 

7


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.

 

8


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.

 

9


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      

 

10


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

 

11

GRAPHIC 5 g841627g15u21.jpg GRAPHIC begin 644 g841627g15u21.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``@&!@<&!0@'!P<*"0@*#18.#0P,#1L3%!`6(!PB(1\< M'QXC*#,K(R8P)AX?+#TM,#4V.3HY(BL_0SXX0S,X.3H.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`#D!T`,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/?Z`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`" M@`H`0L%P">IP*`O86@`H`*`"@`H`*`"@`H`*`"@`H`*`"@!%8."5.<'%&PD[ MBT#"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`" M@`H`*`"@`H`P_%,-[/IB)IU[+:7;2!(Y$/&3TR.XXJ6!F7?B*XOO`,M_:,;> M_-O)YF!S"Z`[_P`B,?B*+Z`=#HY8Z-9.\CR.\*,S.^`>F>:$`FM2W$?BS0(([J:.&X,PE MC1\*VU,C]:'N`_Q%J-S#J&CZ5:R&%]1G97E'5$52S8SW/`S38&A]CN(;RU:& M[D\@$^;'(V[=\IP03SUH`R?$%U-;^)M"B2>Y6"X\X2QPD_/M3(X'O28&QI"M M]@64S32)-^]03??0$`[3]*:`M2_>B_WOZ&J74E]!S@LC*K;21@'TJ2CE[Q+F MS\2>']/&H73Q3I/YQ,AS(50$'VYSTI`;HM7@TR6%KJ:0C>1(6^<`DD#/MT_" MF!B^&Y;F^\`6MS<7<[W,]L9&FW_-NYY'I2Z`:TZ/'X>D`GEWK;DB3?\`/D+G M.:?0#E/#FK7U^_A]+6]EFF-LLNIK.3C8R\,,]RW]WCKFD@.KUN&2?2Y(X;J: MUD9E"RQ'#+E@,^_6FP,*QU*ZO%_LC4YI+?5[*6,2F%M@N(RV!(OJ#W'8YI`: M'B75+BQ.EV5HWERZA=+;^;C/EK@EB/?`P*;`@\2W,_AS2EU2UN)7$$J"6*5] MPD1F"GKT/.012>@$GC6XGM?"5Y=VMQ+!/$%9'C."/F`_D:'L!%HU[<7GB.Z6 MSN))M*AA"2B8G;]W$[=%8]_PY/X4,"CX4U635M"B>X(-Y;L;>Y`/_+1#@G\>#^- M"`Q-6U0:?XJU&.[U"[AM!8QR($8X21G9<^@S@#GBD]&!TVA_VB=#L_[6V?;_ M`"QYVS&-WXD@+GAC4[G4K& M[BO2&N;*ZDM7D48$FT\-CMD$?C30&7'J%YH>IXU&ZEGT>_E:*.=S\UK+N*A2 M?[K8X/8_6DM`.BTJ)ETU5>>:5B6R\CY;J1UIH#FO#-S7QN1=38E) M.PJDA&T]CD<4D!H^-[BXL_#,MU:W$L$T3*)3A`V['0<]J30&?/X5MG@UB."=X3JN?-( M`(3*X;:.V>I]Z+`:,5C-#HRV,=V5D2(1K,$&1@8!QTS0!3U/P^NI:3;67VDP M26[QR).B#<&3H1Z46`M:KI,6L:;]CN9&5@RR+*G!5U((8?B.E%@'PV=QYL4E MU=^>8N5"QA!G&,GKG@FBP%?6M'.L"S'VIH!:W"7"[4#993D9SVHL`VVT(66M M3ZA:73Q)M%@(-1T9[[5]/U!;QHFL=Y1`@(;<,'/X46`LV5E-;7%S-/=O<-,1@%0 MJQ@#&`!^=&P%F0$M'@=&_H:I$OH24BC)O=&>\URPU,79C-D'"1A`0V\`')_" ME8#5(#*5(R#P13`QK#07TZP&G07SBP7(2,H-ZJ3]W=Z<^F:5@-*ZMC<6,MM& M_E;T*!@,X!&.E`&''X12&RTJ.&^DCN],4)!=*@#%,8*,.C`T6`V+VTGNK188 M[KR7#*Q<1ALX(/0_2@"O?Z';:A?:??2DK=V+[DD3@L.ZGV/7'M18";5-+@U6 MW2*8LKQ2++%(APT;CHPHL!!=Z,=2$$>HW/GP0NLGE*FT.R\C=UR`><46`=KV MD?V[I$VG-<-!'-@,RJ"<`@\9^E#5P(&T`KK$6JV]X\%WY8BN-J#9<*.FY?4= MB*+`;5,"*`%5?((^=C^M.1,="IJ6DQ:C):S[VANK1]\$R]5)&",=P1U%38HB M710^MP:M-[%F`].II6`NZ]HW]N:6;`W+6\996+*H)^5 M@PZ^X%-H!L>B^1K)U.WN3%+,@2Z0(-L^W[K$=B!D9'8^U%@-:F`4`%`!0`4` M%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0 M`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`% M`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0` M4`%`!0`4`4-9UK3O#^GMJ&J7'V:T5E5I2C%5+,%&<`X&2!D\4`)?:WIVFZA8 M6%U<;+O4&=;:((S-(57,YYH`LT`%` M&>FM6+Z[)HJR2?;XX!<,GDOM$9)`._&WD@C&<\'TH`++6['4-0O[&VDD:XL& M5;A6@=0A9=P`8@!C@@\$]1ZT`5;'Q9HVHW<5K;W4GG2RRPH)+>2,-)%_K$!9 M0"PP>.O!]#@`VJ`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@` MH`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`Q_$MH-1T=M,DTZ:^ MM[UU@G2)T79&3\S$LRG&,_=RW/`H`Y'3M$\2P77@]M4M6O)]*GGCGNHY$QY* MQ211N0S[BS[E8XS[X(Q0!:U/3O%5_+JAMTNK0/I^H0VX6]P/.,B?9W!#\$A6 M(^4;0=I)[@$TNG:Y?:TPFBU&'3Y-6,C;+[R]ML;'9CY),@>?S@<@\B@"31-. MUU;R9=6%\;0RN]L!>0^2IB:`8^;A&4@="`:>C6FKQZE-I`8CC.05C`7[J\[L[N&(!#-9WS?$FSOUL9#81:9-;M<;TV[WDC8# M&[=TC/.,JQPR+?`9DDG5K0@EP050$`G[HXH` MNZAI&LQZM<2:<-2-L&T]X@VH,02+IWN1AI.GEE1@\$#`X%`$.O:9XKGT2\BL M7NO[0:6](DCNPBO$R2BW5/F&UE+0R-(KE9EE*,S%C@[2O<`'@8&*`(]0N/$YNMP>/R(0S;%8J"9$<]!C)Q@$T`5+Q-9LO&VJZM9Z'->1'2(H+)%EF2 M21MG+94'S%Y(['VR`&GIK.G>(_$=TNA3R17]_;-"YGB53$(XXY'^\2-H1FQC M)X'