2009-12-03 11:59:55 -
London, December , 03, 2009
Brussels, Belgium, 3 December 2009 - UCB SA ("UCB" or the "Company")
announces today that it is about to start the offering (the
"Offering") of EUR 500 million senior unsecured bonds, due 2016 (the
"Bonds").
The Bonds will be placed through an accelerated book building
placement with institutional investors in Europe. The transaction is
conducted by 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 Joint
Bookrunners for the Offering. BNP Paribas Fortis and Santander will
act as Co-Managers for the Offering.
The Bonds will mature on the 7th anniversary of their issue, in 2016.
The bonds are expected to be listed on the Luxembourg Stock Exchange.
More details on the Offering will follow in due time.
For further information
Richard Simpson, Investor Relations, UCB
T+32.2.559.9494, richard.simpson@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
THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM
PART OF ANY OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY,
SECURITIES. 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 FULFIL 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").
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THE BONDS ARE BEING
OFFERED ONLY TO QUALIFIED INVESTORS WITHIN THE MEANING OF THE
PROSPECTUS DIRECTIVE, IN ACCORDANCE WITH THE RESPECTIVE REGULATIONS
OF EACH MEMBER STATE IN WHICH THE BONDS ARE OFFERED. UPON SUBMISSION
OF THE PROSPECTUS TO THE COMMISSION DE SURVEILLANCE DU SECTEUR
FINANCIER ("CSSF") FOR APPROVAL, THE ISSUER REQUESTED THAT THE CSSF
PROVIDES TO THE COMPETENT AUTHORITY IN EACH OF BELGIUM, THE
NETHERLANDS, THE UNITED KINGDOM, THE FEDERAL REPUBLIC OF GERMANY, AND
FRANCE (TOGETHER WITH THE GRAND DUCHY OF LUXEMBOURG, THE "PUBLIC
OFFER JURISDICTIONS") A CERTIFICATE OF APPROVAL ATTESTING THAT THE
PROSPECTUS HAS BEEN DRAWN UP IN ACCORDANCE WITH THE PROSPECTUS
DIRECTIVE. UPON PROVISION OF SUCH CERTIFICATE, AN OFFER OF THE BONDS
MAY BE MADE BY THE MANAGERS AND OFFERORS AUTHORISED TO DO SO BY THE
ISSUER (FOR THE AVOIDANCE OF DOUBT, IN ADDITION TO OFFER MADE
PURSUANT TO ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE) IN THE PUBLIC
OFFER JURISDICTIONS DURING THE OFFER PERIOD. IN ANY OTHER EEA MEMBER
STATE OR AT ANY TIME OUTSIDE THE OFFER PERIOD, OFFERS OF THE BONDS
WILL ONLY BE MADE PURSUANT TO AN EXEMPTION FROM THE OBLIGATION UNDER
THE PROSPECTUS DIRECTIVE, AS IMPLEMENTED IN SUCH MEMBER STATE, TO
PUBLISH A 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 ISSUED BY THE ISSUER IN DUE COURSE IN
CONNECTION WITH THE OFFERING.
For the pdf-version of this press release, please click on the link
below:
hugin.info/133973/R/1358954/331058.pdf
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.