UCB to offer a minimum of EUR 150 million[1] in 5-year fixed rate
bonds
(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, 23 October 2009, 16:30 (CEST) - UCB SA/NV ("UCB"or the "Company") announces today that it will offer a minimum of EUR150 million[1] bonds (the "Bonds") in the form of a retail publicoffering in Belgium and Luxembourg.With this issuance, UCB intends to benefit from the present favorablemarket conditions in terms of interest rate and liquidity. The netproceeds from the issue of the Bonds will be used by UCB for generalcorporate purposes and form part of UCB's funding diversificationpolicy.The issue price is set at 101.875% of the nominal value of each Bondwith 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 thesubscription period will run from October 26, 2009 9 am to November25, 2009 4 pm, subject to early closing. The payment date will beNovember 27 2009. BNP Paribas Fortis, ING and KBC Bank act togetheras lead managers for this transaction.The Bonds will be issued by UCB SA/NV and are expected to be listedon the Luxembourg Stock Exchange. The Bonds are being offered andsold to non-US persons outside the US pursuant to Regulation S underthe US Securities Act 1933, as amended.The Bonds may be redeemed early at the option of the bondholderfollowing an event of default or in certain cases upon a change ofcontrol. Please refer to the Prospectus for details.Belgian residents who are subject to the Belgian personal income taxand who hold the Bonds as a private investment are subject to a final15% Belgian withholding tax on the gross amount of the interest onthe Bonds. Note that the applicable tax regime depends on theindividual situation of each taxpayer and could be amended in thefuture. Other categories of investors are invited to consult theirown personal advisers regarding the tax regime that will beapplicable to them.Additional information - Main risks linked to the Bonds: Thebondholder faces the risk of non-reimbursement of the capital at thematurity date in case of the issuer's default. Additionally, theBonds' price fluctuates in function of different factors such as thefinancial condition of the issuer, the interest rates evolution andthe market volatility. The market could be limited and poor in termsof liquidity. Other risk factors are described in the Prospectus.The Prospectus relating to the Bonds can be requested at the counterof every BNP Paribas Fortis agency, ING agency, KBC Bank, CBC Banqueand Centea Agency and each ING Bank Agency and may be accessed on thewebsites of these institutions. It may also be accessed on thewebsite of UCB at http://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 Fortisagency. Additional information can always be obtained through PhoneBanking or by going to the website www.fortisbanking.be/emissies(afterwards go to "uitstaande uitgiftes") orwww.fortisbanking.be/emissions (afterwards go to "émissions encours").ING: through Home Bank or at the counter of every ING Agency. Foradditional information you can always call the ING contact center on02 464 60 00 or go to the website www.ing.be/privé/produits(afterwards go to "Epargner et investir") orwww.ing.be/prive/producten (afterwards go to "Sparen en beleggen")KBC Bank: through KBC Online or at every KBC Bank, CBC Banque andCentea agency. For additional information you can always call the KBCTelecenter on 078 15 21 53 or go to the websitewww.kbc.be/obligaties.For further informationMichael 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 LAWTHE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THESECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONSMAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS ANNOUNCEMENTSHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.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 FULFILL SUCH A CONDITION ORTHE OCCURRENCE 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").THE DEFINITIVE TERMS OF THE TRANSACTIONS DESCRIBED HEREIN WILL BEDESCRIBED IN THE PROSPECTUS TO BE PREPARED IN RELATION TO THESECURITIES (THE "PROSPECTUS"). INVESTORS SHOULD NOT SUBSCRIBE FOR ANYSECURITIES REFERRED TO HEREIN EXCEPT ON THE BASIS OF INFORMATIONCONTAINED IN THE FINAL FORM OF THE PROSPECTUS.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 (THE "ORDER"), (II) PERSONS FALLING WITHIN ARTICLE 49 OF THEORDER AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BECOMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS"QUALIFIED PERSONS"). IN THE UNITED KINGDOM, THIS ANNOUNCEMENT ISONLY DIRECTED AT QUALIFIED PERSONS AND ANY INVESTMENT OR INVESTMENTACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS ONLY AVAILABLE TOQUALIFIED PERSONS OR WILL BE ENGAGED IN ONLY BY QUALIFIED PERSONS.SOLICITATIONS IN THE UNITED KINGDOM RESULTING FROM THIS ANNOUNCEMENTWILL BE RESPONDED TO IF THE PERSON CONCERNED IS A QUALIFIED PERSON.OTHER PERSONS SHOULD NOT RELY OR ACT UPON THIS ANNOUNCEMENT OR ANY OFITS CONTENTS.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 PROSPECTUS TO BE ISSUED BY THE ISSUER IN DUE COURSEIN CONNECTION WITH THE OFFERING.[1] The minimum amount is the minimum amount of Bonds that theCompany intends to issue. As the lead managers have no underwritingcommitment, such amount may be reduced (to the amount effectivelyplaced at the end of the subscription period). The total principalamount of Bonds to be issued will be published on the websites of BNPParibas Fortis, ING and KBC Bank at the end of the subscriptionperiod.For the pdf-version of this press release, please click on the linkbelow:http://hugin.info/133973/R/1349818/325450.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 23.10.2009 - 16:30 Uhr
Sprache: Deutsch
News-ID 7357
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