SecProbe.io

July 7, 2025
Peter ter Kulve
Chief Executive Officer
Magnum Ice Cream Co B.V.
Reguliersdwarsstraat 63
1017 BK, Amsterdam
The Netherlands
Re:Magnum Ice Cream Co B.V.
Draft Registration Statement on Form 20FR12B
Submitted June 10, 2025
CIK No. 0002071668
Dear Peter ter Kulve:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 20FR12B Submitted June 10, 2025
Reorganisation and Demerger
Intellectual Property Agreements, page xix
1.Please revise to provide the material terms of the license agreements and transitional
IP licensing arrangements discussed in this section, such as duration of the agreements
or arrangements, termination provisions, and each parties' rights and obligations.

July 7, 2025
Page 2
Undisclosed agency agreements, page xvii
2.We note under your undisclosed agency agreements that Unilever Group Companies
("Unilever") will be appointed as your undisclosed agent and given authority to sell
finished ice cream products to end customers under your instruction and on your
behalf.  Pursuant to such agreements, Unilever will continue to own the legal title to
the inventory sold to end customers until it transfers to you "immediately before sale
under a separate product sale agreement." We further note that Unilever will continue
to collect all revenues and provide the proceeds to you after deducting a commission
for services and that the agreement further provides for Unilever's performance of
services ancillary to the sale of goods, such as customer service and marketing. Citing
authoritative IFRS guidance, where applicable, please explain to us in sufficient detail
how you will account for each component of these undisclosed agency agreements.
Specifically provide your assessment of whether and how you represent the agent or
principal in the underlying transactions. Also clarify the impact these agreements will
have on your pro forma financial statements, including whether such agreements will
result in incremental expenses compared to the carve-out financial statements.
Co-packing agreements, page xviii
3.We note that you will enter into a co-packing agreement in Mexico where Unilever
will manufacture ice cream products for you and sell them to end customers on your
behalf. We further note that Unilever will retain legal title in the raw and pack
materials required for manufacturing and the finished goods. Citing authoritative
IFRS guidance, where applicable, please explain to us in sufficient detail how you
will account for this co-packing agreement. In doing so, provide your assessment
of whether and how you represent the agent or principal in the underlying transactions
and your specific contribution to the revenue-producing process. Also clarify how
these operations have been reflected in the carve-out financial statements and quantify
for us the historical revenues associated with these operations.
Manufacturing agreements, page xviii
4.We note your disclosures on pages xviii and 87 that during a "Transitional Period"
you will be subject to toll manufacturing agreements whereby Unilever will procure
and hold legal title to raw and pack materials and you will manufacture finished ice
cream products to be sold by Unilever on your behalf. We further note that Unilever
will pay you an "operating and equipment" fee for the finished products and will
hold the customer relationship while you will have inventory risk and control. Citing
authoritative IFRS guidance, where applicable, please explain to us in sufficient detail
how you will account for these toll manufacturing arrangements. In doing so, clarify if
the revenue you will record on a stand-alone basis will be the operating and
equipment fee, the amount sold to third parties on your behalf, or some other basis.
Specifically provide your assessment of whether and how you represent the agent or
principal in the underlying transactions, how the operating and equipment fee
correlates to third party sales amounts, if at all, and the meaning of "holding" the
customer relationship. Also clarify the nature of the "Inventory Subsidy," including
whether it represents a one-time or recurring payment.

July 7, 2025
Page 3
Item 3. Key Information
Item 3.B Capitalisation and Indebtedness, page 1
5.Please revise this table to include information as of a date no earlier than 60 days prior
to the date of this Form 20-F. See Item 3.B of Form 20-F.
Item 4.D Business Overview
Expanding Availability, Reach and Execution, page 42
6.We note your disclosure on page 42 that "[o]ver the medium term" you aim to equip a
portion of your fleet with new technologies. Please provide more information on what
time period the "medium term" refers to.
Innovation, Research, Food Safety and Compliance, page 54
7.Please revise to provide support for your statement on page 55 that you have
"pioneered the latest methods and protocols for assessment of food safety…"
Property, Plants and Equipment, page 61
8.We note your disclosure on page 63 that the Group completed automation upgrades at
21 manufacturing facilities, and that you plan to undertake continued improvements.
If there are any materials plans to expand or improve facilities, please include the
information required by Item 4.D of Form F-20.
5.A. Operating Results
Comparison of Results of Operations for FY2024 and FY2023, page 70
9.Where you describe two or more business reasons that contributed to a material
change in a financial statement line item between periods, please quantify, where
possible, the extent to which each factor contributed to the overall change in that line
item, including any offsetting factors. In addition, where you identify intermediate
causes of changes in your operating results, also describe the reasons underlying the
intermediate causes. For example, you identify several factors impacting the change in
cost of sales on page 70 but provide no quantification and you do not explain in any
detail the nature of your "operational efficiencies" benefitting cost of sales, including
the "significant reduction in business waste and product complexity." See Item
303(a)-(b) of Regulation S-K and SEC Release No. 33-8350.

July 7, 2025
Page 4
5.B. Liquidity and Capital Resources
Net cash flow from operating activities, page 80
10.In your discussion of operating cash flows, you indicate that the fiscal year 2024
increase was primarily driven by lower income tax paid and higher restructuring
provisions due to overhead reductions, as well as contributions from an uplift in
operating profit and favorable working capital movements. In order to provide
investors with a better understanding of trends and variability in your cash flows,
please expand this disclosure to discuss the underlying reasons for changes
impacting your cash flows, including discussions of working capital components, such
as inventories, trade and other receivables and trade payables and other liabilities.
Also provide an analysis of any known trends and uncertainties that will result in or
that are reasonably likely to result in a material increase or decrease in your
liquidity. Please revise your disclosure for all periods presented. See Item 303(a) of
Regulation S-K and Section IV.B of SEC Release No. 33-8350.
Unaudited Pro Forma Financial Information, page 84
11.Even though you reference autonomous entity adjustments on page 84, we note that
your pro forma financial statements do not include a separate placeholder column for
such adjustments. Please tell us if you intend to include any such adjustments and, in
doing so, explain the impact that the agreements with Unilever disclosed under the
"TSAs and Interim Operating Models" header on page xvi will have on your pro
forma financial statements. See Rule 11-02(a)(6)(ii) of Regulation S-X.
Item 6.D Employees, page 102
12.Please provide a breakdown of persons employed by main category of activity. See
Item 6.D of Form 20-F.
Item 10.C Material Contracts
Demerger Agreement, page 117
13.Please revise your disclosure here and elsewhere to clarify whether any of the listed
conditions to completion of the demerger are waivable. If so, please also include
appropriate risk factor disclosure. We also note that the list of conditions appears non-
exclusive in light of the phrase "among other things." Please revise to disclose all
material conditions and to affirmatively state so.
Item 10.E Taxation, page 118
14.We note your disclosure that you have requested an opinion regarding the tax
consequences of the Demerger. Please identify the advisor who will provide this tax
opinion.

July 7, 2025
Page 5
Financial Statements
Combined Carve-Out Income Statement, page F-4
15.You disclose that operating profit includes “certain” indirect centrally incurred costs
and general corporate expenses that have been allocated to the Ice Cream Business
and that these allocations have been determined to be a "reasonable reflection of the
utilisation of services provided to, or the benefit received by, the Ice Cream Business
during the periods presented." Please address the following:
•Pursuant to Question 1 of SAB Topic 1.B.1, confirm that your historical financial
statements reflect all expenses that the parent incurred on your behalf; and
•Since agreements with related parties are, by definition, not at arm’s length and
may be changed at any time, please disclose, when practicable, management’s
estimate of what your expenses would have been on a stand-alone basis, that is,
the cost that would have been incurred if you had operated as an unaffiliated
entity. Please provide this disclosure for each year for which an income statement
was required when such basis produced materially different results. See Question
2 of SAB Topic 1.B.1.
1 Basis of preparation, accounting policies, estimates and judgements
Basis of Presentation, page F-9
16.Pursuant to paragraph 17 of IAS 10, please disclose the date when the financial
statements were authorized for issue and who gave that authorization.

Hyperinflationary economies, page F-13
17.You indicate that the application of IAS 29 includes an adjustment for the change in
purchasing power caused by inflation from the date of initial recognition to the
balance sheet date. Pursuant to paragraph 39(c) of IAS 29, please disclose the identity
and level of the price index at the end of the reporting period and the movement in the
index during the current and the previous reporting period.
2. Segment information
Revenue, page F-16
18.You disclose on page 17 that your "customers are distributors who may be able to
return unsold goods in consignment arrangements." Please explain in further detail the
nature of these consignment arrangements, including the point(s) when control of
inventory transfers, and, to the extent material, revise your disclosure to discuss your
revenue recognition policy for such arrangements.
18. Commitments and contingent liabilities
Contingent liabilities, page F-58
19.We note your disclosure of Brazilian tax matters in footnotes 17 and 18. Please tell us
and revise your disclosures to clearly describe your accounting policy for these
matters. In doing so, specify the taxes that fall within the scope of IAS 12 and IFRIC
23 and those that fall within the scope of other guidance, such as IAS 37, and tell us
how you arrived at your determination.

July 7, 2025
Page 6
General
20.Please revise your disclosure where relevant to discuss the treatment of fractional
shares that current Unilever Shareholders may hold.
            Please contact Ernest Greene at 202-551-3733 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Anne Parker at 202-551-3611 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Michael Z. Bienenfeld