UCB SA - BNP Paribas Fortis

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PART XII: USE OF PROCEEDS The net proceeds of the issue of the Bonds, expected to amount to approximately EUR 149,720,000 for a nominal amount of EUR 150,000,000 (subject to increase), will be used for the general corporate purpose and form part of a funding diversification policy being implemented by the Board. The expenses in connection with the transaction are described under Section 3 of the Part XIV “Subscription and Sale” below. A11250830/2.25/23 Oct 2009 124 A5 - 3.2
1. BELGIAN TAXATION PART XIII: TAXATION The following is a general description of the principal Belgian tax consequences for investors receiving interest in respect of, or disposing of, the Bonds and is of a general nature. It does not purport to be a complete analysis of tax considerations relating to the Bonds whether in Belgium or elsewhere. This general description is based upon the law as in effect on the date of this Prospectus and is subject to any change in law that may take effect after such date (or with retroactive effect). Investors should appreciate that, as a result of changing law or practice, the tax consequences may be otherwise than as stated below. Investors should consult their professional advisers on the possible tax consequences of subscribing for, purchasing, holding or selling the Bonds under the laws of their countries of citizenship, residence, ordinary residence or domicile. This description is for general information only and does not purport to be comprehensive. (a) Belgian Withholding Tax All payments by or on behalf of the Issuer of interest on the Bonds are in principle subject to the 15 per cent. Belgian withholding tax on the gross amount of the interest. In this regard, ‘‘interest’’ means the periodic interest income, any amount paid by the Issuer in excess of the issue price (whether or not on the maturity date) and, in case of a realisation of the Bonds between two interest payment dates, the pro rata of accrued interest corresponding to the detention period. However, payments of interest and principal under the Bonds by or on behalf of the Issuer may be made without deduction of withholding tax in respect of the Bonds if and as long as at the moment of payment or attribution of interest they are held by certain eligible investors (the ‘‘Eligible Investors’’, see hereinafter) in an exempt securities account (an ‘‘X Account’’) that has been opened with a financial institution that is a direct or indirect participant (a ‘‘Participant’’) in the X/N Clearing System operated by the National Bank of Belgium (the ‘‘X/N System’’ and the ‘‘NBB’’). Euroclear and Clearstream, Luxembourg are directly or indirectly Participants for this purpose. Holding the Bonds through the X/N System enables Eligible Investors to receive the gross interest income on their Bonds and to transfer the Bonds on a gross basis. Participants to the X/N system must enter the Bonds which they hold on behalf of Eligible Investors in an X Account. Eligible Investors are those entities referred to in article 4 of the Arrêté Royal du 26 mai 1994 relatif à la perception et à la bonification du précompte mobilier (Belgian Royal Decree of 26 May 1994 on the deduction of withholding tax) which include, inter alia: (i) Belgian corporations subject to Belgian corporate income tax; (ii) institutions, associations or companies specified in article 2, §3 of the law of 9 July 1975 on the control of insurance companies other than those referred to in 1° and 3° subject to the application of article 262, 1° and 5° of the Income Tax Code of 1992; A11250830/2.25/23 Oct 2009 125 A5 - 4.14
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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
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NET SALES FOR MAIN PRODUCTS BY REGI
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(a) a strategic focus on severe CNS
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ongoing and results are expected du
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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 and 116: Company name Registered office UCB
Page 117 and 118: PART XI: DESCRIPTION OF THE SHARES
Page 119 and 120: According to article 32 of the Arti
Page 121 and 122: Under UCB’s Articles, the Issuer
Page 123: The Board can also determine when s
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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