Top of this page
Skip navigation, go straight to the content

Newsroom Press Releases

UCB to offer a minimum of EUR 150 million[1] in 5-year fixed rate bonds

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

The current news release constitutes regulated information as defined in the Belgian Royal Decree of November 14, 2007, regarding the obligations of issuers of financial instruments that have been admitted to trading on a regulated market

Brussels, Belgium, 23 October 2009, 16:30 (CEST) - UCB SA/NV ("UCB" or the "Company") announces today that it will offer a minimum of EUR 150 million[1] bonds (the "Bonds") in the form of a retail public offering in Belgium and Luxembourg.

With this issuance, UCB intends to benefit from the present favorable market conditions in terms of interest rate and liquidity. The net proceeds from the issue of the Bonds will be used by UCB for general corporate purposes and form part of UCB's funding diversification policy.

The issue price is set at 101.875% of the nominal value of each Bond with a coupon of 5.75% per year and a gross yield of 5.31% per year. The Bonds are available in denominations of EUR 1 000 and the subscription period will run from October 26, 2009 9 am to November 25, 2009 4 pm, subject to early closing. The payment date will be November 27 2009. BNP Paribas Fortis, ING and KBC Bank act together as lead managers for this transaction.

The Bonds will be issued by UCB SA/NV and are expected to be listed on the Luxembourg Stock Exchange. The 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 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. Please refer to the Prospectus for details.

Belgian residents who are subject to the Belgian personal income tax and who hold the Bonds as a private investment are subject to a final 15% Belgian withholding tax on the gross amount of the interest on the 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 Bonds: The bondholder faces the risk of non-reimbursement of the capital at the maturity date in case of the issuer's default. Additionally, the Bonds' price fluctuates in function of different factors such as the financial condition of the issuer, 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.

The Prospectus relating to the Bonds can be requested at the counter of every BNP Paribas Fortis agency, ING agency, KBC Bank, CBC Banque and Centea Agency and each ING Bank Agency and may be accessed on the websites of these institutions. It may also be accessed on the website of UCB at https://www.ucb.com/investors/financials.

How can retail investors subscribe to these Bonds?

BNP Paribas Fortis: through PC Banking or Phone Banking 02 433 40 31 (Dutch) or 02 433 40 32 (French) or at every BNP Paribas Fortis agency. Additional information can always be obtained through Phone Banking or by going to the website www.fortisbanking.be/emissies (afterwards go to "uitstaande uitgiftes") or www.fortisbanking.be/emissions (afterwards go to "émissions en cours").

ING: through Home Bank or at the counter of every ING Agency. For additional information you can always call the ING contact center on 02 464 60 00 or go to the website www.ing.be/privé/produits (afterwards go to "Epargner et investir") or www.ing.be/prive/producten (afterwards go to "Sparen en beleggen")

KBC Bank: through KBC Online or at every KBC Bank, CBC Banque and Centea agency. For additional information you can always call the KBC Telecenter on 078 15 21 53 or go to the website www.kbc.be/obligaties.

For further information

Michael Tuck-Sherman, Investor Relations, UCB
T +32.2.559.9712, michael.tuck-sherman@ucb.com

Nancy Nackaerts, External Communications, UCB
T +32.473.864.414,
nancy.nackaerts@ucb.com

About UCB
UCB, Brussels, Belgium (www.ucb.com) is a biopharmaceutical company dedicated to the research, development and commercialization of innovative medicines with a focus on the fields of central nervous system and immunology disorders. Employing approximately 10 000 people in over 40 countries, UCB generated revenue of 3.6 billion euro in 2008. UCB is listed on Euronext Brussels (symbol: UCB).

Forward looking statement
This press release contains forward-looking statements based on current plans, estimates and beliefs of management. Such statements are subject to risks and uncertainties that may cause actual results to be materially different 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, effects of future judicial decisions, changes in regulation, exchange rate fluctuations and hiring and retention of its employees.

Disclaimer

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.

ANY OFFERING AND ANY RELATED FORMAL DOCUMENTATION WILL BE SUBJECT TO CONDITIONS AND TERMINATION EVENTS, INCLUDING THOSE WHICH ARE CUSTOMARY FOR SUCH OFFERINGS. ANY SUCH OFFERING WILL NOT COMPLETE UNLESS SUCH CONDITIONS ARE FULFILLED AND ANY SUCH TERMINATION EVENTS HAVE NOT TAKEN PLACE OR THE FAILURE TO FULFILL SUCH A CONDITION OR THE OCCURRENCE OF A TERMINATION EVENT HAS BEEN WAIVED, IF APPLICABLE THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE BONDS (AND THE COMPANY'S SHARES) MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). UCB DOES NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE UNITED STATES OR TO CONDUCT AN OFFERING OF SECURITIES IN THE UNITED STATES. THE OFFERING IS BEING CONDUCTED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF NOVEMBER 4, 2003 (AS IMPLEMENTED IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE "PROSPECTUS DIRECTIVE").

THE DEFINITIVE TERMS OF THE TRANSACTIONS DESCRIBED HEREIN WILL BE DESCRIBED IN THE PROSPECTUS TO BE PREPARED IN RELATION TO THE SECURITIES (THE "PROSPECTUS"). INVESTORS SHOULD NOT SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE FINAL FORM OF THE PROSPECTUS.

THIS ANNOUNCEMENT IS DIRECTED ONLY AT THE FOLLOWING PERSONS IN THE UNITED KINGDOM: (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), (II) PERSONS FALLING WITHIN ARTICLE 49 OF THE ORDER AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "QUALIFIED PERSONS"). IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY DIRECTED AT QUALIFIED PERSONS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS ONLY AVAILABLE TO QUALIFIED PERSONS OR WILL BE ENGAGED IN ONLY BY QUALIFIED PERSONS. SOLICITATIONS IN THE UNITED KINGDOM RESULTING FROM THIS ANNOUNCEMENT WILL BE RESPONDED TO IF THE PERSON CONCERNED IS A QUALIFIED PERSON. OTHER PERSONS SHOULD NOT RELY OR ACT UPON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.

ANY PURCHASE OF OR APPLICATION FOR BONDS OF THE COMPANY PURSUANT TO THE OFFERING SHOULD ONLY BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS TO BE ISSUED BY THE ISSUER IN DUE COURSE IN CONNECTION WITH THE OFFERING.

[1] The minimum amount is the minimum amount of Bonds that the Company intends to issue. As the 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 Bonds to be issued will be published on the websites of BNP Paribas Fortis, ING and KBC Bank at the end of the subscription period.


Stay up-to-date on the latest news and information from UCB