UCB SA - BNP Paribas Fortis

More documents

Recommendations

Info

A11250830/2.25/23 Oct 2009 140 Subscription form Copy for the subscriber UCB SA 60 Allée de la Recherche B- 1070 Brussels (VAT BE 0.403.053.608, RPM-RLP Brussels) Public offer in Belgium and Luxembourg of 5.75% fixed rate bonds, due 27 November 2014, with a nominal value of €1,000, as defined in the Prospectus (the “Bonds”) ISIN CODE BE BE6000431112 SUBSCRIPTION FORM (to be drawn up in duplicate, in accordance with the law) I, the undersigned (name, first name) ............................................................................... , residing at …………………........, street .................................................... no. ................. have had the opportunity to become acquainted with the Prospectus of 23 October 2009 and declare that I subscribe to: ................. Bonds with a nominal value of 1,000 euros each, at the subscription price of 101.875 % , or €1,018.75 for each Bond, or €.................... in total. For my subscription and as countervalue for the securities that are subscribed to, I request the bank, .................. , to debit my account no. .............................. with the total subscription price. I require that the Bond(s) be delivered in the form of an entry on the custody account no. .......................... The paid amounts for the Bonds subscribed to and not allocated, will be refunded by Fortis Bank NV/SA, ING Belgium NV/SA or KBC Bank NV, as the case may be, within seven (7) business days, without the subscribers being entitled to demand interest on their payments. Drawn up in duplicate at .................................................. on ......../.......... /........... (subscriber’s signature)
Addressee UCB SA (the « Issuer ») 60 Allée de la Recherche B-1070 Brussels Attn : < > Form of Change of Control Put Exercise Notice A11250830/2.25/23 Oct 2009 141 Copy to the Agent: BNP Paribas Fortis Montagne du Parc 3 B-1000 Brussels Attn : < > UCB SA 60 Allée de la Recherche B-1070 Brussels (VAT BE 0.403.053.608, RPM-RLP Brussels) Public offer in Belgium and Luxembourg of 5.75 fixed rate bonds, due 27 November 2014, with a nominal value of €1,000, as defined in the Listing and offering Prospectus dated 23 October 2009 (the “Bonds”) ISIN CODE BE6000431112 By sending this duly completed Change of Control Put Exercise Notice to the Issuer with a copy to the Agent for the above mentioned Bonds the undersigned Bondholder surrendered with this Change of Control Put Exercise Notice and referred to below irrevocably exercises its option to have the Bonds early redeemed in accordance with Condition 5 (c) on [redemption date] for an aggregate nominal amount of € ……………………….. 1 for which the undersigned Bondholder hereby confirms that (i) he/she holds this amount of Bonds and (ii) he/she hereby commits to not sale or transfer this amount of Bonds till the redemption date. Contact details of the Bondholder requesting the early redemption: 1 Name and first name: ……………………………………………….. Address: …………………………….……………………………….. Payment Instructions: 1 Please make payment in respect of the above-mentioned Bonds by transfer to the following bank account: Name of the bank: ……………………………….. Branch Address: ……………….……………….. Account Number: ……………………………….. I hereby confirm that the payment will be done against debit of my securities account N° …………………….... with the bank ……………………………. for the above mentioned nominal amount of Bonds in dematerialized form. Signature of the holder: ……………………….. Signature Date:…………………… NOTE: 1. Complete as appropriate. N.B. The Agent will not in any circumstances be liable to any Bondholder or any other person for any loss or damage arising from any act, default or omission of such Agent in relation to the said Bonds or any of them unless such loss or damage was caused by the fraud or negligence of such Agent. This Change of Control Put Exercise Notice is not valid unless (i) all of the paragraphs requiring completion are duly completed and (ii) it is duly signed and sent. Once validly given this Change of Control Put Exercise Notice is irrevocable.
Page 1 and 2:
A11250830/2.25/23 Oct 2009 UCB SA (
Page 3 and 4:
A11250830/2.25/23 Oct 2009 3 RESPON
Page 5 and 6:
A11250830/2.25/23 Oct 2009 5 WARNIN
Page 7 and 8:
A11250830/2.25/23 Oct 2009 7 PART I
Page 9 and 10:
Specified Denomination per Bond Min
Page 11 and 12:
Trading on the regulated market of
Page 13 and 14:
- Reliance on the procedures of the
Page 15 and 16:
and federal governmental entities,
Page 17 and 18:
If any of the UCB Group’s major p
Page 19 and 20:
The UCB Group relies upon third-par
Page 21 and 22:
other U.S. federal and state govern
Page 23 and 24:
either to remediate certain sites o
Page 25 and 26:
(iii) have sufficient financial res
Page 27 and 28:
(i) EU Savings Directive Under the
Page 29 and 30:
(o) The Domiciliary Agent is not re
Page 31 and 32:
PART III: DOCUMENTS INCORPORATED BY
Page 33 and 34:
• Press release of 26 June 2009:
Page 35 and 36:
The Bonds constitute direct, uncond
Page 37 and 38:
“Interest Payment Date” has the
Page 39 and 40:
When interest is required to be cal
Page 41 and 42:
"Calculation Agent" means Fortis Ba
Page 43 and 44:
The Issuer reserves the right under
Page 45 and 46:
any step is taken to enforce it (in
Page 47 and 48:
12 Notices Notices to the Bondholde
Page 49 and 50:
1. SUMMARY PART VI: DESCRIPTION OF
Page 51 and 52:
Marketing & selling expenses Resear
Page 53 and 54:
In 2008, the Issuer announced sever
Page 55 and 56:
Issuer is developing from its stron
Page 57 and 58:
Parkinson’s disease. Following a
Page 59 and 60:
Keppra® is one of the core product
Page 61 and 62:
that remission is possible with no
Page 63 and 64:
(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 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 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: A11250830/2.25/23 Oct 2009 139 Subs
show all

UCB SA - BNP Paribas Fortis

Create successful ePaper yourself

Delete template?

Save as template?