UCB completes the placement of 7-year 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, 3 December 2009 - 17h30 - UCB SA ("UCB" or the"Company") announces today that it has completed the placement (the"Offering") of EUR 500 million senior unsecured bonds, due 2016 (the"Bonds").The Bonds were placed through an accelerated book building placementwith institutional investors in Europe. The transaction was conductedby ABN AMRO Bank N.V. (to be renamed The Royal Bank of Scotland N.V.in due course), Bank of America Merrill Lynch, Calyon, Commerzbank,ING Bank and Mizuho Corporate Bank, acting as Lead Managers for theOffering. BNP Paribas Fortis and Santander will act as Co-Managersfor the Offering.The Bonds will be issued at 99.635 per cent and redeemed at 100 percent of their principal amount and will have a coupon of 5.75 percent per annum. The Bonds will mature on the 7th anniversary of theirissue, in 2016. The bonds are expected to be listed on the LuxembourgStock Exchange.The payment date will be 10 December 2009.In recent weeks, UCB has diversified its debt portfolio well inadvance of the maturity of its existing bank facility through theissue of three different bond offerings. The total amount raised ofEUR1.75 billion will be completely used for the refinancing of UCB'sexisting bank facility. As a further step to complete thisrefinancing and to establish a more extended and balanced debtmaturity profile, UCB is discussing a new bank facility with its corebanks.Detlef Thielgen, Chief Financial Officer, UCB, commented, "We areagain very pleased with the confidence investors have shown in usthrough their positive response to our bond offerings. The success ofour latest offering underlines UCB's access to the debt capitalmarkets and allows us to further diversify our international lenderbase and extend our debt maturity profile. In this way UCB isestablishing a balanced and phased portfolio of debt instrumentswell ahead of the maturity of its existing bank facility."For further informationRichard Simpson, Investor Relations, UCBT+32.2.559.9494, richard.simpson(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. UPON SUBMISSIONOF THE PROSPECTUS TO THE COMMISSION DE SURVEILLANCE DU SECTEURFINANCIER ("CSSF") FOR APPROVAL, THE ISSUER REQUESTED THAT THE CSSFPROVIDES TO THE COMPETENT AUTHORITY IN EACH OF BELGIUM, THENETHERLANDS, THE UNITED KINGDOM, THE FEDERAL REPUBLIC OF GERMANY, ANDFRANCE (TOGETHER WITH THE GRAND DUCHY OF LUXEMBOURG, THE "PUBLICOFFER JURISDICTIONS") A CERTIFICATE OF APPROVAL ATTESTING THAT THEPROSPECTUS HAS BEEN DRAWN UP IN ACCORDANCE WITH THE PROSPECTUSDIRECTIVE. UPON PROVISION OF SUCH CERTIFICATE, AN OFFER OF THE BONDSMAY BE MADE BY THE MANAGERS AND OFFERORS AUTHORISED TO DO SO BY THEISSUER (FOR THE AVOIDANCE OF DOUBT, IN ADDITION TO OFFER MADEPURSUANT TO ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE) IN THE PUBLICOFFER JURISDICTIONS DURING THE OFFER PERIOD. IN ANY OTHER EEA MEMBERSTATE OR AT ANY TIME OUTSIDE THE OFFER PERIOD, OFFERS OF THE BONDSWILL ONLY BE MADE PURSUANT TO AN EXEMPTION FROM THE OBLIGATION UNDERTHE PROSPECTUS DIRECTIVE, AS IMPLEMENTED IN SUCH MEMBER STATE, TOPUBLISH A 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 ISSUED BY THE ISSUER IN DUE COURSE INCONNECTION WITH THE OFFERING.For the pdf-version of this press release, please click on the linkbelow:http://hugin.info/133973/R/1359011/331181.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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Datum: 03.12.2009 - 17:47 Uhr
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