UCB launches 7-year 3.75% fixed rate Retail Bonds
Brussels (Belgium), March 7, 2013 – 7:00 AM (CET) regulated information -
Today, UCB SA/NV ("UCB") announced that it will offer a minimum of EUR 100 million[1] bonds (the “Retail Bonds”) and a maximum of EUR 250 million bonds, in the form of a retail public offering in Belgium under its newly established EMTN program.
With this issuance, UCB intends to benefit from the favorable market conditions in terms of interest rate and liquidity. The net proceeds from the issue of the Retail Bonds will be used by UCB for general corporate purposes, including the refinancing of currently outstanding loans and other debt, of which a certain part was borrowed with tenors lower than one year.
The issue price is set at 101.875% of the nominal value of each Retail Bond with a coupon of 3.75% per year leading to a gross yield of 3.444% per year if Retail Bonds are not early redeemed and kept until the scheduled maturity in 2020. The Retail Bonds are available in denominations of 1,000 euro and the subscription period will run from March 11, 2013, 9 a.m. (CET) to March 22, 2013, 4 p.m. (CET), subject to early closing. BNP Paribas Fortis, ING Bank N.V., Belgian Branch and KBC Bank act as joint lead managers and joint bookrunners for this transaction.
The Retail Bonds will be issued by UCB and are expected to be listed on the regulated market of NYSE Euronext Brussels. The Retail Bonds are being offered and sold to non-US persons outside the US pursuant to Regulation S under the US securities Act 1933, as amended. The relevant selling restrictions are included in the final terms of the Retail Bonds in English dated March 6, 2013, to be read in conjunction with the base prospectus documenting the newly established EMTN program in English dated March 6, 2013 (together, the "Prospectus").
The Retail Bonds may be redeemed early at the option of the bondholder following an event of default or in certain cases upon a change of control. The Retail Bonds may also be redeemed early at the option of UCB, at any time, subject to the sending by UCB of a prior notification to the bondholders. Please refer to the Prospectus for details (in particular regarding the way the redemption price will be determined by the calculation agent). Belgian residents who are subject to the Belgian personal income tax and who hold the Retail Bonds as a private investment are currently subject to a final 25% Belgian withholding tax on the gross amount of the interest on the Retail Bonds. Note that the applicable tax regime depends on the individual situation of each taxpayer and could be amended in the future.
Other categories of investors are invited to consult their own personal advisers regarding the tax regime that will be applicable to them.
Additional information – Main risks linked to the Retail Bonds: The bondholder faces the risk of non-reimbursement of the capital at the maturity date in case of UCB’s default. Additionally, the Retail Bonds’ price fluctuates in function of different factors such as the financial condition of UCB, the interest rates evolution and the market volatility. The market could be limited and poor in terms of liquidity. Other risk factors are described in the Prospectus, in particular relating to the business activities and sector of UCB.
How can retail investors subscribe to these Retail Bonds?
BNP Paribas Fortis: through PC Banking or Phone Banking 02 433 40 31 (Dutch) or 02 433 40 32 (French) or at the counter of every Fortis Bank Agency. Additional information can always be obtained through Phone Banking or by going to the website www.fortisbanking.be/emissies or www.fortisbanking.be/emissions.
ING Bank N.V., Belgian Branch: by phone through ING Contact Center at 02 464 61 02 (French) or 02 464 61 01 (Dutch), via internet at www.ing.be (Investir–Obligations) or at the counter of any agency of ING Belgium N.V./S.A.
KBC Bank: through KBC Online or at the counter of every KBC Bank and CBC Banque branch. For additional information you can always call the KBC Telecenter on 078 15 21 53 (Dutch) or 078 152 154 (French) or go to the website www.kbc.be/ucb.
The Prospectus (and its translation in French) relating to the Retail Bonds as well as a specific issue summary in Dutch and French can be accessed on the website of UCB at: http://www.ucb.com.
Euro Medium Term Note Program (EMTN):
In addition to the launch of the Retail Bonds, today, UCB also announced the establishment of a Euro Medium Term Note Program ("EMTN"). Under the EMTN Program, UCB, or its subsidiary UCB Lux S.A. whose obligations are guaranteed by UCB, may at various moments in time issue bonds in series or tranches, for institutional and/or retail investors, up to a maximum amount of EUR 3 billion. The bonds will constitute senior unsecured obligations (subject to provisions of a negative pledge) of UCB and rank pari passu, without any preference among them and with all other senior unsecured indebtedness. The bonds may be issued in various amounts and tenors, and may bear fixed or floating interest, or may not bear interest. BNP Paribas has acted as the arranger of the EMTN program. The base prospectus describing the program in detail has been approved by the Financial Services and Markets Authority in Belgium (FSMA) on March 6, 2013.
For further information
France Nivelle, Global Communications UCB
T +32.2.559.9178, france.nivelle@ucb.com
Antje Witte, Investor Relations UCB
T +32.2.559.9414, antje.witte@ucb.com
Laurent Schots, Media Relations, UCB
T +32.2.559.9264, laurent.schots@ucb.com
About UCB
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With around 9 000 people in about 40 countries, the company generated revenue of EUR 3.4 billion in 2012. UCB is listed on Euronext Brussels (symbol: UCB).
Forward looking statements
This press release contains forward-looking statements based on current plans, estimates and beliefs of management. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including estimates of revenues, operating margins, capital expenditures, cash, other financial information, expected legal, political, regulatory or clinical results and other such estimates and results. By their nature, such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions which could cause actual results to differ materially from those that may be implied by such forward-looking statements contained in this press release. Important factors that could result in such differences include: changes in general economic, business and competitive conditions, the inability to obtain necessary regulatory approvals or to obtain them on acceptable terms, costs associated with research and development, changes in the prospects for products in the pipeline or under development by UCB, effects of future judicial decisions or governmental investigations, product liability claims, challenges to patent protection for products or product candidates, changes in laws or regulations, exchange rate fluctuations, changes or uncertainties in tax laws or the administration of such laws and hiring and retention of its employees. UCB is providing this information as of the date of this press release and expressly disclaims any duty to update any information contained in this press release, either to confirm the actual results or to report a change in its expectations.
There is no guarantee that new product candidates in the pipeline will progress to product approval or that new indications for existing products will be developed and approved. Products or potential products which are the subject of partnerships, joint ventures or licensing collaborations may be subject to differences between the partners. Also, UCB or others could discover safety, side effects or manufacturing problems with its products after they are marketed.
Moreover, sales may be impacted by international and domestic trends toward managed care and health care cost containment and the reimbursement policies imposed by third-party payers as well as legislation affecting biopharmaceutical pricing and reimbursement.
[1] The minimum amount is the minimum amount of Retail Bonds that UCB intends to issue. As the joint lead managers have no underwriting commitment, such amount may be reduced (to the amount effectively placed at the end of the subscription period). The total principal amount of Retail Bonds to be issued will be published on the website of UCB promptly at the end of the subscription period.
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