UCB launches an offer of up to EUR 350 million convertible bonds, due
2015
(Thomson Reuters ONE) - THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INOR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHERJURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BYAPPLICABLE LAWThe current news release constitutes regulated information as definedin the Belgian Royal Decree of November 14, 2007, regarding theobligations of issuers of financial instruments that have beenadmitted to trading on a regulated marketBrussels, Belgium, 30 September 2009 - 07:45 (CEST) - regulatedinformation - UCB SA ("UCB" or the "Company") announces today that ithas launched an offering (the "Offering") of up to EUR 350 millionsenior unsecured convertible bonds, due 2015 (the "Bonds").The Bonds will be placed with institutional investors through anaccelerated book building placement conducted by Barclays Capital,BNP Paribas Fortis and KBC Financial Products, acting as JointBookrunners.The Bonds will be issued and redeemed at 100 per cent of theirprincipal amount and are expected to have a coupon of between 4.50per cent and 5.25 per cent per annum, payable semi-annually in arrear, and unless previously converted, repurchased or redeemed willmature on the 6th anniversary of their issue, in 2015. The initialconversion price is expected to be set at a premium of between 30 percent and 35 per cent above a reference share price equal to thevolume-weighted average price of the Company's ordinary shares onEuronext Brussels from launch to pricing. The final terms of theBonds are expected to be announced through a separate press release,expected to be later today.UCB has granted the Joint Bookrunners an over-allotment option of upto EUR 50 million of Bonds which, if exercised in full by the JointBookrunners, would increase the aggregate principal amount of theOffering to EUR 400 million. This option can be exercised, in part orin full, at any time up to and including October 22, 2009.The net proceeds from the issue of the Bonds will be used by UCB forgeneral corporate purposes and form part of a funding diversificationpolicy being implemented by the Board.The Company agrees to certain restrictions on its ability to issue ordispose of ordinary shares, convertible bonds or relatedequity-linked securities during a period commencing today and endingon 90 days after the closing of the Offering, subject to certainexceptions.Bondholders will have the right to convert the Bonds into new and/orexisting ordinary shares of the Company and/or to receive an amountin cash based on the volume weighted average price of UCB's ordinaryshares during 10 dealing days following the exercise of theconversion right, at the option of the Company. The conversion of theBonds into new or existing shares is subject to an extraordinarygeneral shareholders' meeting of the Company approving the increaseof the ordinary share capital of the Company in an amount, and for aduration, sufficient for the purposes of converting the Bonds intonew ordinary shares of the Company and authorizing the Company toacquire and dispose of own shares. The Company intends to convene anextraordinary general shareholders' meeting to authorize the issue ofnew ordinary shares upon conversion of the Bonds and the acquisitionand disposal of own shares.Financière de Tubize S.A., who holds 36.20% of the Company's ordinaryshares, has expressed its support for the transaction and has advisedthe Company that it intends to vote in favour of the proposedresolutions at the forthcoming extraordinary general shareholders'meeting.Application will be made to the Luxembourg Stock Exchange to list theBonds on the official list of the Luxembourg Stock Exchange and toadmit the Bonds to trading on the Luxembourg Stock Exchange's EuroMTF Market.For further informationRichard Simpson, Investor Relations, UCBT+32.2.559.9494, richard.simpson(at)ucb.comMichael Tuck-Sherman, Investor Relations, UCBT +32.2.559.9712, michael.tuck-sherman(at)ucb.comNancy Nackaerts, External Communications, UCBT +32.473.864.414, nancy.nackaerts(at)ucb.comAbout UCBUCB, Brussels, Belgium (www.ucb.com) is a biopharmaceutical companydedicated to the research, development and commercialization ofinnovative medicines with a focus on the fields of central nervoussystem and immunology disorders. Employing approximately 10 000people in over 40 countries, UCB generated revenue of 3.6 billioneuro in 2008. UCB is listed on Euronext Brussels (symbol: UCB).Forward looking statementThis press release contains forward-looking statements based oncurrent plans, estimates and beliefs of management. Such statementsare subject to risks and uncertainties that may cause actual resultsto be materially different from those that may be implied by suchforward-looking statements contained in this press release. Importantfactors that could result in such differences include: changes ingeneral economic, business and competitive conditions, effects offuture judicial decisions, changes in regulation, exchange ratefluctuations and hiring and retention of its employees.DisclaimerTHIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INOR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHERJURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BYAPPLICABLE LAWTHIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORMPART OF ANY OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY,SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER ANDSALE OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAINJURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THISANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCHRESTRICTIONS.ANY OFFERING AND ANY RELATED FORMAL DOCUMENTATION WILL BE SUBJECT TOCONDITIONS AND TERMINATION EVENTS, INCLUDING THOSE WHICH ARECUSTOMARY FOR SUCH OFFERINGS. ANY SUCH OFFERING WILL NOT COMPLETEUNLESS SUCH CONDITIONS ARE FULFILLED AND ANY SUCH TERMINATION EVENTSHAVE NOT TAKEN PLACE OR THE FAILURE TO FULFIL SUCH A CONDITION OR THEOCCURRENCE OF A TERMINATION EVENT HAS BEEN WAIVED, IF APPLICABLE.THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATESOR ANY OTHER JURISDICTION. THE BONDS (AND THE COMPANY'S ORDINARYSHARES) MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENTREGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE USSECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). UCB DOESNOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE UNITEDSTATES OR TO CONDUCT AN OFFERING OF SECURITIES IN THE UNITED STATES.THE OFFERING IS BEING CONDUCTED OUTSIDE THE UNITED STATES INACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THEMEANING OF DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THECOUNCIL OF NOVEMBER 4, 2003 (AS IMPLEMENTED IN EACH MEMBER STATE OFTHE EUROPEAN ECONOMIC AREA, THE "PROSPECTUS DIRECTIVE").IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THE BONDS ARE BEINGOFFERED ONLY TO QUALIFIED INVESTORS WITHIN THE MEANING OF THEPROSPECTUS DIRECTIVE, IN ACCORDANCE WITH THE RESPECTIVE REGULATIONSOF EACH MEMBER STATE IN WHICH THE BONDS ARE OFFERED.THIS ANNOUNCEMENT IS DIRECTED ONLY AT THE FOLLOWING PERSONS IN THEUNITED KINGDOM: (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THEFINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER2005, (II) PERSONS WHO ARE "HIGH NET WORTH ENTITIES" AND OTHERPERSONS, TO WHOM THIS ANNOUNCEMENT MAY BE LEGALLY DISTRIBUTED WITHINTHE MEANING OF ARTICLE 49(2) (A) TO (D) OF THE FINANCIAL SERVICES ANDMARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AND (III) TO WHOMIT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHERBEING REFERRED TO AS "QUALIFIED PERSONS"). IN THE UNITED KINGDOM, THESECURITIES ARE INTENDED ONLY FOR QUALIFIED PERSONS, NO INVITATION,OFFER OR AGREEMENTS TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCHSECURITIES MAY BE PROPOSED OR CONCLUDED OTHER THAN WITH QUALIFIEDPERSONS AND ANY PERSON OTHER THAN A QUALIFIED PERSON MAY NOT ACT ORRELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.THE BONDS WILL NOT BE OFFERED, SOLD OR DELIVERED TO THE PUBLIC IN THEREPUBLIC OF ITALY ("ITALY") OTHER THAN: (I) TO QUALIFIED INVESTORS(INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO ARTICLE 100,PARAGRAPH 1(A), OF LEGISLATIVE DECREE NO 58, 24 FEBRUARY 1998 (THE"FINANCIAL SERVICES ACT") AS AMENDED AND RESTATED FROM TIME TO TIMEAND ARTICLE 34-TER, PARAGRAPH 1(B) OF CONSOB REGULATION NO. 11971 OF14 MAY 1999, AS AMENDED AND RESTATED FROM TIME TO TIME (THE "CONSOBREGULATION"); OR (II) IN OTHER CIRCUMSTANCES PROVIDED UNDER ARTICLE100 OF THE FINANCIAL SERVICES ACT AND ARTICLE 34-TER, CONSOBREGULATION, WHERE EXEMPTIONS FROM THE REQUIREMENT TO PUBLISH APROSPECTUS PURSUANT TO ARTICLE 94 OF THE FINANCIAL SERVICES ACT AREPROVIDED.ANY PURCHASE OF OR APPLICATION FOR BONDS OF THE COMPANY PURSUANT TOTHE OFFERING SHOULD ONLY BE MADE ON THE BASIS OF THE INFORMATIONCONTAINED IN THE FINAL OFFERING CIRCULARTO BE ISSUED BY THE ISSUER INDUE COURSE IN CONNECTION WITH THE OFFERING.For the pdf-version of this press release, please click on the linkbelow:http://hugin.info/133973/R/1344798/322578.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 30.09.2009 - 07:54 Uhr
Sprache: Deutsch
News-ID 6387
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