The Magnum Ice Cream Company N.V. Announces Publication of Prospectus
Rhea-AI Summary
The Magnum Ice Cream Company (MICC) published a prospectus approved by the Dutch Authority for the Financial Markets and the UK FCA for listing its ordinary shares on Euronext Amsterdam and listing depositary interests on the London Stock Exchange, ahead of a planned New York listing.
The prospectus follows a Form 20-F registration statement filed with the SEC; that registration statement will become effective on 4 December 2025. The company expects the demerger from Unilever to complete on 6 December 2025 and Admission and commencement of trading on Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange on 8 December 2025. Key timetable items and transfer deadlines are set out in the prospectus.
Positive
- Prospectus approved by Dutch AFM and UK FCA
- Form 20-F registration statement effective on 4 December 2025
- Planned triple listing on Amsterdam, London and New York on 8 December 2025
- Demerger completion expected on 6 December 2025
Negative
- Demerger and Admission are subject to satisfaction of certain conditions
- Timetable is indicative and may change, creating timing uncertainty for shareholders
Insights
TMICC has published an approved prospectus ahead of a planned demerger and multi‑market listing on
TMICC filed a prospectus approved by the Dutch Authority for the Financial Markets and the FCA and published it online; the US Form 20‑F registration becomes effective on
The business mechanism is straightforward: a carved‑out operating company seeks separate public markets access across Amsterdam, London and New York after a statutory demerger. Execution depends on satisfying the stated conditions for the Demerger and the timing in the published timetable. Key near‑term risks include any unmet demerger conditions, regulatory or filing delays, and operational steps needed to enable cross‑market settlement.
Watch the Demerger completion on
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THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM CANADA, SWITZERLAND OR INDIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
Amsterdam, The Netherlands
3 December 2025
The Magnum Ice Cream Company Announces Publication of Prospectus
The Magnum Ice Cream Company N.V. (“TMICC”) confirms that its prospectus in relation to the admission of TMICC’s ordinary shares to: (i) listing and trading on Euronext Amsterdam (the “Amsterdam Admission”); and (ii) listing on the Equity Shares (Commercial Companies) category of the Official List of the UK Financial Conduct Authority (“FCA”) and trading on the London Stock Exchange’s main market for listed securities (the “London Admission” and together with the Amsterdam Admission, “Admission”) (the “Prospectus”), has today been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) and the FCA.
The Prospectus has been published by TMICC and is available on the TMICC website at https://corporate.magnumicecream.com/en/prospectus.html.
A copy of the Prospectus will be uploaded to the UK National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The publication of the Prospectus follows TMICC’s public filing on 4 November 2025 of its registration statement on Form 20-F (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the listing of TMICC ordinary shares for trading on the New York Stock Exchange. The Registration Statement will become effective on 4 December 2025.
Admission is proposed to take place following the planned demerger of TMICC from Unilever PLC (“Unilever”) (the “Demerger”). Subject to the satisfaction of certain conditions, the Demerger is expected to complete on 6 December 2025. Admission and the commencement of dealings in TMICC’s ordinary shares are anticipated to take place on 8 December 2025. Further information on the key dates in relation to Admission is set out below and can also be found in the Prospectus.
Expected Timetable of Principal Events
The times and dates set out in the timetable below and throughout this announcement are indicative only and based on TMICC’s current expectations and may be subject to change without further notice.
| Event | Time and/or date | |
| Latest time and date for transfers of Unilever Shares to be registered in order for the transferee to be registered at the Demerger Record Time(1) | 6:00 p.m. (London time) on 5 December 2025 | |
| Demerger Record Time | 10:00 p.m. (London time) on 5 December 2025 | |
| Demerger Effective Time | 6:00 p.m. (London time) on 6 December 2025 | |
| Ex dividend date for the Demerger | 8 December 2025 | |
| Admission of TMICC ordinary shares to trading on each of Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange | 8 December 2025 | |
| Commencement of trading in TMICC ordinary shares on Euronext Amsterdam……………………………………………………………………… | 9.00 a.m. (Amsterdam time) on 8 December 2025 | |
| Commencement of trading in TMICC depositary interests on the London Stock Exchange…………………………………………………………. | 8.00 a.m. (London time) on 8 December 2025 | |
| Commencement of trading in TMICC ordinary shares on the New York Stock Exchange | 9:30 a.m. (New York time) on 8 December 2025 | |
| CREST and Euroclear Nederland accounts credited in respect of TMICC depositary interests | As soon as practicable after 8.00 a.m. (New York time) on 8 December 2025 | |
| Latest date for despatch of statements for TMICC ordinary shares | 22 December 2025 |
(1) The latest recommended time for shareholders to transfer their Unilever shares into the CREST settlement system in order for those transfers to be registered by 6:00 p.m. (London time) on 5 December 2025 and the shareholders to therefore hold Unilever shares in CREST as at the Demerger Record Time and to receive TMICC ordinary shares in CREST is expected to be 3:00 p.m. (London time) on 5 December 2025.
The latest recommended time for shareholders to transfer their Unilever shares into the Euroclear Nederland settlement system in order for those transfers to be registered by 6:00 p.m. (London time) on 5 December 2025 and the shareholders to therefore hold Unilever shares in Euroclear Nederland as at the Demerger Record Time and to receive TMICC ordinary shares in Euroclear Nederland is expected to be 5:00 p.m. (Amsterdam time) on 5 December 2025.
-ENDS-
| Enquiries | |
| Media Relations media.relations-tmicc@magnumicecream.com | Investor Relations investor.relations-tmicc@magnumicecream.com |
| Morgan Stanley & Co. International plc +44 (0) 20 7425 8000 (Lead Financial Adviser and Joint Sponsor) Henry Stewart Ben Grindley Imran Ansari | J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) +44 (0) 20 3493 8000 (Lead Financial Adviser and Joint Sponsor) Jeannette Smits van Oyen Rumesh Rajendram Alia Malik Mert Guven |
About The Magnum Ice Cream Company
The Magnum Ice Cream Company is the world’s largest ice cream company. With an unrivalled portfolio of brands including global power brands Magnum, Ben & Jerry’s, Wall’s and Cornetto, and with a global fleet of nearly 3 million freezers, our products are available in 80 countries. The company generated
Disclaimer
This announcement does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “EU Prospectus Regulation”) including as such legislation forms part of assimilated law as defined in section 6(7) of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and ordinary shares in TMICC will be distributed in circumstances that do not constitute “an offer to the public” within the meaning of the EU Prospectus Regulation and the UK Prospectus Regulation.
This announcement is not intended for distribution in jurisdictions that require prior regulatory review and authorisation to distribute an announcement of this nature. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
The Prospectus and Registration Statement are being published solely in connection with Admission. This announcement, the Prospectus and Registration Statement do not constitute or form part of an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities by any person. No offer of shares is being made in any jurisdiction.
Prior to making an investment decision in relation to TMICC ordinary shares, shareholders should read the Prospectus or Registration Statement (as applicable) in their entirety, including the information incorporated by reference. Shareholders must rely upon their own examination, analysis and enquiries and the terms of the Prospectus or Registration Statement (as applicable), including the merits and risks involved.
The approval of the Prospectus by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) and the FCA should not be understood as an endorsement of the TMICC ordinary shares.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (“J.P. Morgan”), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting: (a) in its capacity as Joint Sponsor in connection with the London Admission, exclusively for the Company and no-one else and (b) in its capacity as Lead Financial Adviser in connection with the Demerger, exclusively for Unilever and no-one else, and in each case J.P. Morgan will not regard any other person (whether or not a recipient of the Prospectus or this announcement) as a client and will not be responsible to anyone else for providing the protections afforded to its clients or for providing advice in relation to the London Admission, the Demerger or any other transaction, matter, or arrangement referred to or contemplated in the Prospectus or this announcement. J.P. Morgan is only acting as Joint Sponsor in relation to the London Admission and not in relation to the Amsterdam Admission
Morgan Stanley & Co. International plc (“Morgan Stanley”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting exclusively for TMICC and no-one else in connection with the Amsterdam Admission and the London Admission and they will not regard any other person (whether or not a recipient of the Prospectus or this announcement) as a client in relation to the Amsterdam Admission or the London Admission and will not be responsible to anyone other than TMICC for providing the protections afforded to its clients or for providing advice in relation to the Amsterdam Admission or the London Admission or any other transaction, matter, or arrangement referred to in the Prospectus or this announcement.
Cautionary statement
The information contained in this announcement speaks only as at the date of this announcement, and subject to applicable law or regulation neither The Magnum Ice Cream Company N.V. nor any member of its group (together, the “Group”) has, or accepts, any responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced in this announcement at any time.
This announcement may contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including forward-looking statements concerning the financial condition, results of operations and businesses of the Group. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Words such as “will”, “aim”, “expects”, “anticipates”, “intends”, “looks”, “believes”, “vision”, “ambition”, “target”, “goal”, “plan”, “potential”, “work towards”, “may”, “milestone”, “objectives”, “outlook”, “probably”, “project”, “risk”, “seek”, “continue”, “projected”, “estimate”, “achieve” or the negative of these terms, and other similar expressions of future performance or results and their negatives, are intended to identify such forward-looking statements. Forward-looking statements also include, but are not limited to, statements and information regarding the Group’s future financial performance, the Group’s supply chain transformation programme, and emissions reduction targets and other climate change related matters (including actions, potential impacts and risks associated therewith).
These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance or outcomes. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this announcement. Readers should not place undue reliance on forward-looking statements.
Because these forward-looking statements involve known and unknown risks and uncertainties, a number of which may be beyond the Group’s control, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements.
The forward-looking statements are based on the Group’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Group. Forward-looking statements are not predictions of future events. The Group cannot guarantee that any forward-looking statement will be realised, although it believes it has been prudent in its plans and assumptions. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to the Group. If a change occurs, the Group’s business, financial condition, liquidity and results of operations may vary materially from those expressed in the Group’s forward-looking statements.
The forward-looking statements speak only as of the date that they are made. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New risks and uncertainties arise over time, and it is not possible for the Group to predict those events or how they may affect it. In addition, the Group cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
FAQ
What regulatory approvals has MICC received for its prospectus and listings?
When will MICC's Form 20-F registration statement with the SEC become effective?
What are the expected dates for the Unilever demerger and MICC Admission (MICC)?
On which exchanges will MICC ordinary shares trade after Admission?
Where can investors access MICC's published prospectus?
What are the key transfer deadlines for Unilever shareholders to receive MICC shares?
