https://mb.cision.com/Public/18595/3312798/9be1329cdd27d760_800x800ar.jpg
** UCB completes institutional Eurobond offering
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Brussels (Belgium), 23 March 2021 =E2=80=93 20:00 CET =C2=A0
UCB SA/NV (Euronext: UCB) announces today that it has completed the offerin=
g of EUR 500 million senior unsecured bonds, due March 2028 (the =E2=80=9CB=
onds=E2=80=9D), to be issued under its EUR 5 billion EMTN Programme.
The Bonds will be issued at 99.751 per cent on March 30, 2021 and will be r=
edeemed at 100 per cent of their principal amount on March 30, 2028. They w=
ill bear interest at an annual rate of 1.000 per cent.=C2=A0
Consistent with UCB=E2=80=99s prudent financial strategy, the Bonds are iss=
ued to strengthen its balance sheet by partly refinancing the term loan deb=
t incurred in April 2020 in connection with the acquisition of Ra Pharmaceu=
ticals, Inc., at attractive terms.
Sandrine Dufour, Chief Financial Officer, UCB, commented, =E2=80=9CWe are v=
ery pleased with the confidence investors have shown in us through their po=
sitive response to this bond offering. The success of this =C2=A0transactio=
n underlines UCB=E2=80=99s access to the debt capital markets and allows us=
to diversify our lender base and extend our debt maturity profile.=E2=80=
=9D
The Bonds were placed with qualified institutional investors across Europe.=
The transaction was conducted by BNP Paribas, Cr=C3=A9dit Agricole CIB and=
ING, acting as Global Coordinators and Active Joint Lead Managers and Comm=
erzbank and SMBC Nikko, acting as Active Joint Lead Managers for the offeri=
ng. BofA Securities, IMI - Intesa Sanpaolo, KBC Bank, Mizuho Securities and=
Wells Fargo Securities acted as Passive Joint Lead Managers. The Bonds are=
expected to be listed on the regulated market of Euronext Brussels.
This press release does not constitute an offer to sell or a solicitation t=
o buy any securities, and the offer of the Bonds by UCB does not constitute=
a public offering.
For further information
Antje Witte, Investor Relations, UCB
T +32 2 559 9414, antje.witte@ucb.com=C2=A0
About UCB
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company =
focused on the discovery and development of innovative medicines and soluti=
ons to transform the lives of people living with severe diseases of the imm=
une system or of the central nervous system. With more than 8 000 people op=
erating=C2=A0in more than 40 countries, the company generated revenue of =
=E2=82=AC 5.3 billion in 2020. UCB is listed on Euronext Brussels (symbol: =
UCB). Follow us on Twitter: @UCB_news
Disclaimer
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INT=
O THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTIO=
N IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.=C2=A0
THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM PART OF=
ANY OFFER TO SELL OR EXCHANGE, OR THE SOLICITATION OF ANY OFFER TO BUY OR =
EXCHANGE, SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER A=
ND SALE OR EXCHANGE OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT MAY BE=
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. EACH PERSON READING THIS ANNOU=
NCEMENT SHOULD INFORM HIMSELF OF AND OBSERVE ANY SUCH RESTRICTIONS. MORE SP=
ECIFICALLY, INVESTORS ARE INVITED TO TAKE INTO ACCOUNT THE =E2=80=9CSUBSCRI=
PTION AND SALE=E2=80=9D SECTION OF THE EMTN BASE PROSPECTUS OF UCB.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY=
OTHER JURISDICTION. THE BONDS MAY NOT BE OFFERED NOR SOLD OR EXCHANGED IN =
THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UND=
ER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). UCB HA=
S NOT REGISTERED AND DOES NOT INTEND TO REGISTER ANY PORTION OF THE OFFERIN=
G UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITE=
D STATES, OR OTHER RELEVANT JURISDICTIONS WITHIN THE UNITED STATES, OR TO C=
ONDUCT A PUBLIC OFFERING OF ANY SECURITIES IN THE UNITED STATES. THE OFFERI=
NG IS BEING CONDUCTED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATI=
ON S UNDER THE SECURITIES ACT.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DI=
RECTED AT PERSONS WHO ARE =E2=80=9CQUALIFIED INVESTORS=E2=80=9D (=E2=80=9CQ=
UALIFIED INVESTORS=E2=80=9D) WITHIN THE MEANING OF REGULATION (EU) 2017/112=
9 (AS AMENDED, THE =E2=80=9CPROSPECTUS REGULATION=E2=80=9D) IN MEMBER STATE=
S OF THE EUROPEAN ECONOMIC AREA (THE =E2=80=9CEEA=E2=80=9D) AND THE UNITED =
KINGDOM (AS THE PROSPECTUS REGULATION FORMS PART OF DOMESTIC LAW BY VIRTUE =
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE =E2=80=9CEUWA=E2=80=9D)). =
THE DISTRIBUTION OF THIS PRESS RELEASE MAY BE RESTRICTED BY LAW IN CERTAIN =
JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFOR=
MATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE =
ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CON=
STITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.=C2=A0
THIS COMMUNICATION IS DIRECTED ONLY AT, AND IS FOR DISTRIBUTION IN THE UNIT=
ED KINGDOM ONLY TO (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5=
) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDE=
R 2005 OR (II) HIGH NET WORTH ENTITIES AND OTHER PERSONS TO WHOM IT MAY LAW=
FULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER =
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY IN=
VESTMENT ACTIVITY REFERRED TO IN THIS COMMUNICATION IS AVAILABLE ONLY TO RE=
LEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE =
TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAI=
L INVESTOR AND UK RETAIL INVESTORS. FOR THESE PURPOSES, A =E2=80=9CRETAIL I=
NVESTOR=E2=80=9D MEANS (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTI=
CLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, =E2=80=9CMIFID II=E2=80=9D); =
(II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2016/97/EU (AS AMENDED, THE=
=E2=80=9CINSURANCE DISTRIBUTION DIRECTIVE=E2=80=9D), WHERE THAT CUSTOMER W=
OULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTIC=
LE 4(1) OF MIFID II; (III) OR NOT A QUALIFIED INVESTOR AS DEFINED IN THE PR=
OSPECTUS REGULATION. A =E2=80=9CUK RETAIL INVESTOR=E2=80=9D MEANS (I) A RET=
AIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017=
/565 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA; (II) A CUSTOME=
R WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKET=
S ACT 2000 (THE =E2=80=9CFSMA 2000=E2=80=9D) AND ANY RULES OR REGULATIONS M=
ADE UNDER THE FSMA 2000 TO IMPLEMENT THE INSURANCE DISTRIBUTION DIRECTIVE, =
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED =
IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PAR=
T OF DOMESTIC LAW BY VIRTUE OF THE EUWA; OR (III) NOT A QUALIFIED INVESTOR =
AS DEFINED IN ARTICLE 2 OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DO=
MESTIC LAW BY VIRTUE OF THE EUWA. CONSEQUENTLY, UCB HAS NOT PREPARED A KEY =
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, =
THE =E2=80=9CPRIIPS REGULATION=E2=80=9D) FOR OFFERING OR SELLING THE NOTES =
OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR IN THE=
UNITED KINGDOM AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MA=
KING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR IN THE UNITED KING=
DOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE,=
AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE, IN BELGIUM TO=
=E2=80=9CCONSUMERS=E2=80=9D (CONSUMENTEN/CONSOMMATEURS) WITHIN THE MEANING=
OF THE BELGIAN CODE OF ECONOMIC LAW (WETBOEK ECONOMISCH RECHT/CODE DE DROI=
T ECONOMIQUE), AS AMENDED. EACH PERSON WHO INITIALLY ACQUIRES ANY BONDS OR =
TO WHOM ANY OFFER OF BONDS MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY F=
UNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE BONDS WILL BE DEEMED T=
O HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS NOT A CONSUMER WITHI=
N THE MEANING OF THE BELGIAN CODE OF ECONOMIC LAW.=C2=A0
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS =
OF THE BASE PROSPECTUS OF UCB, WHICH IS AVAILABLE ON UCB=E2=80=99S WEBSITE.=
EACH OF UCB, THE LEAD MANAGERS, THE MANAGERS AND THEIR RESPECTIVE AFFILIAT=
ES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR R=
EVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF =
NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE IS FORBIDDEN IN =
ANY COUNTRY WHERE IT WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS.
GenericFile
PR UCB bond offering Results FRA (https://mb.cision.com/Public/18595/331279=
8/86d6d82f1ed421cc.pdf) GenericFile
PR UCB bond offering Results NLD (https://mb.cision.com/Public/18595/331279=
8/a3125465ede2e39e.pdf) GenericFile
PR UCB bond offering Results ENG (https://mb.cision.com/Public/18595/331279=
8/ba66f2882cc7d073.pdf)=0D
=0D
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