UCB SA - BNP Paribas Fortis

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Company name Registered office Vedim Ltd. ............................................................ 208 Bath Road, Slough, Berkshire, S14 3WE U.K. Viking Trading Co. Ltd. ....................................... 208 Bath Road, Slough, Berkshire, S14 3WE U.K. Zhuhai Schwarz Pharma Company Ltd ................ Block A. Changsa Industrial Zone. Qianshan District, Zhuhai, Guangdong Province, 519070 China A11250830/2.25/23 Oct 2009 116 Percentage Voting rights at shareholders’ meeting 100 100 75
PART XI: DESCRIPTION OF THE SHARES AND ARTICLES OF ASSOCIATION 1. FORMATION, LEGAL AND COMMERCIAL NAME, FINANCIAL YEAR UCB’s legal predecessor, Societe Industrielle de la Cellulose, was founded on 19 May 1925. As part of a merger the name of the company changed to Union Chimique-Chemische Bedrijven on 27 November 1961, and changed again to UCB S.A. on 15 December 1970. UCB is currently registered as a public limited liability company organised under Belgian law (société anonyme/naamloze vennootschap) registered in the Belgian Crossroads Bank for Enterprises under 0403 053 608. The registered offices of UCB S.A. are located at 60 Allée de la Recherche, 1070 Brussels, Belgium. UCB’s legal name is “UCB S.A.”. UCB’s principal place of business is at 60 Allée de la Recherche, 1070 Brussels, Belgium, telephone number +32 2 559 9264 (Investor Relations). The duration of UCB, as set forth in article 4 of the Articles, is unlimited. UCB’s financial year corresponds to the calendar year. Following the end of each financial year, the Board approves the draft of the financial statements to be submitted for approval to the ordinary General Meeting. The ordinary General Meeting is to be held each year on the last Thursday of April. 2. CORPORATE PURPOSE According to article 3 of the Articles, the purpose of the company is to hold and manage direct or indirect shareholdings in other companies having a purpose directly or indirectly related to research, development, industrial or commercial activities, focused mainly but not exclusively on the pharmaceutical industry. The company can provide support services for third parties, in particular for companies in which the company has a direct or indirect interest. More generally it can undertake any commercial, industrial, financial, property, or real estate operations both in Belgium and elsewhere, which may be directly or indirectly related to the above purposes, including, without being limited to, the financing of the companies in which it has an interest by way of loans, guarantees, grants of securities or in any other manner. 3. SHARE CAPITAL AND SHARES At the time of publication of this Prospectus, the share capital of the Issuer amounted to €550,095,156 divided into 183,365,052 Ordinary Shares. The Ordinary Shares do not have a nominal value. The Ordinary Shares are admitted for listing and trading on Eurolist by Euronext Brussels. For information on the Issuer’s authority to issue the Bonds, see Part XV, “General Information”. 4. FORM AND TRANSFERABILITY OF THE ORDINARY SHARES The Ordinary Shares can take the form of registered shares or dematerialised shares. All Ordinary Shares are fully paid-up and freely transferable. A11250830/2.25/23 Oct 2009 117 A4 – 14.2.1 A4 – 5.1.1 A4 – 5.1.2 A4 – 5.1.3 A4 – 5.1.4 A4 – 14.2 A4 – 14.2.1
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A11250830/2.25/23 Oct 2009 UCB SA (
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A11250830/2.25/23 Oct 2009 3 RESPON
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A11250830/2.25/23 Oct 2009 5 WARNIN
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A11250830/2.25/23 Oct 2009 7 PART I
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Specified Denomination per Bond Min
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Trading on the regulated market of
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- Reliance on the procedures of the
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and federal governmental entities,
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If any of the UCB Group’s major p
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The UCB Group relies upon third-par
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other U.S. federal and state govern
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either to remediate certain sites o
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(iii) have sufficient financial res
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(i) EU Savings Directive Under the
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(o) The Domiciliary Agent is not re
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PART III: DOCUMENTS INCORPORATED BY
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• Press release of 26 June 2009:
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The Bonds constitute direct, uncond
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“Interest Payment Date” has the
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When interest is required to be cal
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"Calculation Agent" means Fortis Ba
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The Issuer reserves the right under
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any step is taken to enforce it (in
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12 Notices Notices to the Bondholde
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1. SUMMARY PART VI: DESCRIPTION OF
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Marketing & selling expenses Resear
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In 2008, the Issuer announced sever
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Issuer is developing from its stron
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Parkinson’s disease. Following a
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Keppra® is one of the core product
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that remission is possible with no
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(d) Manufacturing and supply of raw
Page 65 and 66: NET SALES FOR MAIN PRODUCTS BY REGI
Page 67 and 68: (a) a strategic focus on severe CNS
Page 69 and 70: ongoing and results are expected du
Page 71 and 72: Cimzia® (certolizumab pegol) Cimzi
Page 73 and 74: • Pfizer Inc.: The UCB Group is p
Page 75 and 76: esearch, regulatory, manufacturing,
Page 77 and 78: Neupro® (rotigotine; patch) Februa
Page 79 and 80: Before a drug can qualify for marke
Page 81 and 82: control mechanisms operate differen
Page 83 and 84: year term following a specific regu
Page 85 and 86: pain; which expires with the last t
Page 87 and 88: Group. The UCB Group treats any cla
Page 89 and 90: (g) Distilbène Litigation As of th
Page 91 and 92: (n) Competition enquiry in France T
Page 93 and 94: 3 These Directors are representativ
Page 95 and 96: Norman J-Ornstein was appointed to
Page 97 and 98: Mark McDade joined the Issuer as ex
Page 99 and 100: esults or information which is liab
Page 101 and 102: Peter Fellner......................
Page 103 and 104: • the closing price of the Ordina
Page 105 and 106: A11250830/2.25/23 Oct 2009 105 PART
Page 107 and 108: A11250830/2.25/23 Oct 2009 107 PART
Page 109 and 110: Company name Registered office Cist
Page 111 and 112: Company name Registered office Schw
Page 113 and 114: Company name Registered office UCB
Page 115: Company name Registered office UCB
Page 119 and 120: According to article 32 of the Arti
Page 121 and 122: Under UCB’s Articles, the Issuer
Page 123 and 124: The Board can also determine when s
Page 125 and 126: 1. BELGIAN TAXATION PART XIII: TAXA
Page 127 and 128: (b) Belgian tax on income and capit
Page 129 and 130: more detailed proposal for amendmen
Page 131 and 132: PART XIV: SUBSCRIPTION AND SALE For
Page 133 and 134: On the date that the subscriptions
Page 135 and 136: 12. DISTRIBUTION OF THE PROSPECTUS
Page 137 and 138: PART XV: GENERAL INFORMATION 1. App
Page 139 and 140: A11250830/2.25/23 Oct 2009 139 Subs
Page 141 and 142: Addressee UCB SA (the « Issuer »)
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UCB SA - BNP Paribas Fortis

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