In the matter of Unilever and in the matter of the Companies Act 2006

In the matter of Unilever and in the matter of the Companies Act 2006 (5 September 2018) the High Court made an order for the implementation of a scheme of arrangement having found that the Ramsay doctrine did not apply.

The Unilever group had two ultimate parent companies which operated as a single economic entity. The boards of the two companies had decided to replace this structure with a new single holding company new NV. The restructuring involved three main steps. The first one was a mandatory transfer of the ordinary share capital to a nominee company. The second step was that: ‘In consideration of the cancellation of the scheme shares and allotment and issue of new shares as provided in cl.1 New NV shall issue New NV ordinary shares to the scheme shareholders on the basis that for each scheme share they receive one New...

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