UCB SA - BNP Paribas Fortis

12. DISTRIBUTION OF THE PROSPECTUS – GENERAL SELLING RESTRICTION
In certain jurisdictions the distribution of the Prospectus, the offer of the Bonds and the participation in
such offer may be subject to specific regulations or legal and regulatory restrictions. The Bonds are
neither offered directly or indirectly to any persons subject to such restrictions nor can the Bonds be
accepted by persons residing in a country subject to such restrictions. Consequently, any person in
possession of the Prospectus must make sufficient enquiries in respect of any applicable local restrictions
and act in accordance with them. The Prospectus constitutes neither an offer, nor an invitation to purchase
Bonds in those jurisdictions where such offer or invitation would be illegal. The Issuer and the Managers
expressly decline all responsibility in respect of any person violating local regulations applicable to them.
13. UNITED STATES
The Bonds have not been and will not be registered under the Securities Act or any state securities laws,
and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except in certain transactions exempt from registration requirements. Accordingly, the Bonds are being
offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S under the
Securities Act (“Regulation S”). Terms used in this paragraph have the meaning given to them in
Regulation S.
The Managers have agreed that they will not offer or sell the Bonds (i) as part of their distribution at any
time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing
date within the United States or to, or for the account or benefit of, U.S. persons, and they will have sent
to each distributor, dealer or person receiving a selling concession, fee or other remuneration (if any) to
which they sell Bonds during the distribution compliance period a confirmation or other notice setting
forth the restrictions on offers and sales of the Bonds within the United States or to, or for the account or
benefit of, U.S. persons. Terms used in this paragraph have the meaning given to them in Regulation S.
The Managers have agreed that they have not offered, sold or delivered, and will not offer, sell or deliver,
directly or indirectly, the Bonds within the United States or its possessions in connection with their
original issuance. Further, in connection with the original issuance of the Bonds, the Managers have not
communicated, and will not communicate, directly or indirectly, with a prospective purchaser if either the
Managers or the prospective purchaser is within the United States or its possessions or otherwise involve a
U.S. office of the Managers in the offer or sale of the Bonds. Terms used in this paragraph have the
meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder, including
U.S. Treas. Reg. §1.163-5(c)(2)(i)(C).
14. PUBLIC OFFER SELLING RESTRICTION IN THE EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a “Relevant Member State”), each Manager has represented and agreed that with effect
from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State (the “Relevant Implementation Date”) it has not made and will not make an offer of Bonds which
are the subject of the offering contemplated by this Prospectus to the public in that Relevant Member State
other than the offers contemplated in the Prospectus in the Kingdom of Belgium and the Grand Duchy of
Luxembourg from the time the Prospectus has been approved by the competent authority in the Grand
Duchy of Luxembourg and published and notified to the relevant competent authority in accordance with
the Prospectus Directive as implemented in the Grand Duchy of Luxembourg to, and including, the Issue
Date, except that it may, with effect from and including the Relevant Implementation Date, make an offer
of such Bonds to the public in that Relevant Member State:
(i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
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