The Magnum Ice Cream Co NV美股招股说明书(2026-04-13版)

This prospectus relates to the offer and sale, from time to time, by the selling security holders namedherein (the“Selling Securityholders”), of up to 121,604,413 ordinary shares in the capital of The MagnumIce Cream Company N.V., a public company with limited liability under the laws of the Netherlands(Company Registration No:97035467) (“we,” “us,” the “Company” or “Magnum”), nominal value ofEUR3.50 (“Ordinary Shares”). We are registering these Ordinary Shares for resale by the Selling Securityholders pursuant to theregistration rights granted to the Selling Securityholders under the Registration Rights Agreement, datedOctober1, 2025, entered into between Magnum and Unilever PLC, a public limited company incorporatedand registered in England and Wales (the “Registration Rights Agreement”). Our registration of the securitiescovered by this prospectus does not mean that the Selling Securityholders will offer or sell any of theOrdinary Shares. The Selling Securityholders may offer all or part of the securities for resale from time totime through public or private transactions, at either prevailing market prices or at privately negotiatedprices. These securities are being registered to permit the Selling Securityholders to sell securities from timeto time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholdersmay sell these securities through ordinary brokerage transactions, directly to market makers of our OrdinaryShares or through any other means described in the section entitled “Plan of Distribution” herein. Inconnection with any sales of securities offered hereunder, the Selling Securityholders, any underwriters,agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within themeaning of the Securities Act of 1933, as amended (the “Securities Act”). We will not receive any proceeds from the sale of any securities by the Selling Securityholders. Asdescribed further under “Plan of Distribution,” we will bear all costs, expenses and fees in connection withthe registration and offering of the Ordinary Shares, other than certain costs and expenses to be borne by theSelling Securityholders. The Selling Securityholders will pay any underwriting discounts and commissions,if any, attributable to sales of the Ordinary Shares registered herein. If any underwriters, dealers or agents are involved in the sale of any of the Ordinary Shares, theirnames and any applicable purchase price, fee, commission or discount arrangement between or among themwill be set forth, or will be calculable from the information set forth, in any applicable prospectussupplement. No Ordinary Shares may be sold without delivery of this prospectus and any applicableprospectus supplement describing the method and terms of the offering of such Ordinary Shares. You shouldcarefully read this prospectus and any applicable prospectus supplement before you invest in our securities. Our Ordinary Shares are listed on Euronext Amsterdam under the symbol “MICC,” on the Main Marketof the London Stock Exchange under the ticker symbol “MICC” and on the New York Stock Exchangeunder the ticker symbol “MICC.” We had 612,259,739 Ordinary Shares outstanding as of March30, 2026.On March27, 2026, the last reported sale price of our Ordinary Shares as reported on the New York StockExchange was $14.63 per ordinary share. We may amend or supplement this prospectus from time to time by filing amendments or supplementsas required. You should read this entire prospectus and any amendments or supplements carefully beforeyou make your investment decision. We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, mayelect to comply with certain reduced public company reporting requirements. See “Prospectus Summary —Implication of Being a Foreign Private Issuer.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page5of thisprospectus for a discussion of information that should be considered in connection with an investment in oursecurities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. Prospectus dated April13, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiMARKET AND INDUSTRY DATAiiiUSE OF CERTAIN TERMSivPROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS5USE OF PROCEEDS9DIVIDEND POLICY10CAPITALIZATION11PRINCIPAL SHAREHOLDERS13SELLING SECURITYHOLDERS14DESCRIPTION OF SHARE CAPITAL15TAXATION16PLAN OF DISTRIBUTION22EXPENSES RELATED TO THIS OFFERING25ENFORCEABILITY OF CIVIL LIABILITIES26LEGAL MATTERS27EXPERTS28INCORPORATION OF CERTAIN INFORMATION BY REFERENCE29WHERE YOU CAN FIND ADDITIONAL INFORMATION30 ABOUT THIS PROSPECTUS This prospectus is part of the registration