UCB successfully completes its convertible bond offering
(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 - 19:30 (CEST) - regulatedinformation - - UCB SA ("UCB" or the "Company") announces today thatit successfully completed the offering (the "Offering") of EUR 450million senior unsecured convertible bonds, due 2015 (the "Bonds").The Bonds were placed through an accelerated book building placementwith institutional investors, conducted by Barclays Capital, BNPParibas Fortis, and KBC Financial Products, acting as JointBookrunners, and ABN AMRO Bank N.V. (to be renamed The Royal Bank ofScotland N.V. in due course), CALYON and Commerzbank acting asCo-Managers for the Offering.The Bonds will be issued and redeemed at 100 per cent of theirprincipal amount and will have a coupon of 4.5 per cent per annum,payable semi-annually in arrear , and unless previously converted,repurchased or redeemed will mature on the 6th anniversary of theirissue, in 2015. The initial conversion price is EUR 38.746 per shareand is set at a premium of 35 per cent to the volume-weighted averageprice of the Company's shares on Euronext Brussels from launch topricing. If all of the Bonds were to be converted into new shares atthe initial conversion price, 11,614,102 new shares would be issued,representing a dilution of 6.0 per cent of the Company's sharecapital, before any exercise of the over-allotment option referred tobelow.UCB has granted to the Joint Bookrunners an over-allotment option ofup to EUR 50 million of Bonds which, if exercised in full by theJoint Bookrunners, would increase the aggregate principal amount ofthe Offering to EUR 500 million. This option can be exercised, inpart or in full, at any time up to and including October 22 2009.Payment for and delivery of the Bonds are expected to take place onor about October 22 2009. The payment and delivery are subject tocustomary conditions for this type of transaction.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.Detlef Thielgen, CFO of UCB, commented, "We are very pleased to havesuccessfully completed this capital market transaction. It allows usto diversify our lender base and to extend our debt maturityprofile".The Company has agreed to certain restrictions on its ability toissue or dispose of shares, convertible bonds or relatedequity-linked securities during a period commencing today and ending90 days after the closing of the Offering, subject to certainexceptions.Bondholders will have the right to convert the Bonds into new and/orexisting shares of the Company and/or to receive an amount in cashbased on the volume weighted average price of UCB's shares during the10 dealing days commencing on the 5th dealing day following theexercise of the conversion right, at the option of the Company. Theconversion of the Bonds into new or existing shares is subject to anextraordinary general shareholders' meeting of the Company approvingthe increase of the share capital of the Company in an amount, andfor a duration, sufficient for the purposes of converting the Bondsinto new shares of the Company and authorizing the Company to acquireand dispose of own shares. The Company intends to convene anextraordinary general shareholders' meeting to authorize the issue ofnew shares upon conversion of the Bonds and the acquisition anddisposal of own shares.Financière de Tubize S.A. who holds 36.20% of the Company's shares,has expressed its support for the transaction and has advised theCompany that it intends to vote in favour of the proposed resolutionsat the forthcoming extraordinary general shareholders' meeting.Application has been made to the Luxembourg Stock Exchange to listthe Bonds on the official list of the Luxembourg Stock Exchange andto admit 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 APPLICABLETHIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATESOR ANY OTHER JURISDICTION. THE BONDS (AND THE COMPANY'S SHARES) MAYNOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR ANEXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, ASAMENDED (THE "SECURITIES ACT"). UCB DOES NOT INTEND TO REGISTER ANYPORTION OF THE PLANNED OFFER IN THE UNITED STATES OR TO CONDUCT ANOFFERING OF SECURITIES IN THE UNITED STATES. THE OFFERING IS BEINGCONDUCTED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION SUNDER 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 CIRCULAR TO BE ISSUED BY THE ISSUERIN DUE COURSE IN CONNECTION WITH THE OFFERING.For the pdf-version of this press release, please click on the linkbelow:http://hugin.info/133973/R/1345101/322746.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 30.09.2009 - 19:46 Uhr
Sprache: Deutsch
News-ID 6453
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