UCB SA - BNP Paribas Fortis

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The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Bonds are legal investments for it, (2) Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Bonds. The investors should consult their legal advisers to determine the appropriate treatment of Bonds under any applicable risk-based capital or similar rules. (t) The Calculation Agent does not assume any fiduciary or other obligations to the Bondholders and, in particular, is not obliged to make determinations which protect or further their interests. Fortis Bank SA/NV will act as the Issuer’s Calculation Agent. In its capacity as Calculation Agent, it will act in accordance with the Conditions in good faith and endeavour at all times to make its determinations in a commercially reasonable manner. However, Bondholders should be aware that the Calculation Agent does not assume any fiduciary or other obligations to the Bondholders and, in particular, is not obliged to make determinations which protect or further the interests of the Bondholders. The Calculation Agent may rely on any information to which it should properly have regard that is reasonably believed by it to be genuine and to have been originated by the proper parties. The Calculation Agent shall not be liable for the consequences to any person (including Bondholders) of any errors or omissions in (i) the calculation by the Calculation Agent of any amount due in respect of the Bonds or (ii) any determination made by the Calculation Agent in relation to the Bonds or interests, in each case in the absence of bad faith or willful default. Without prejudice to the generality of the foregoing, the Calculation Agent shall not be liable for the consequences to any person (including Bondholders) of any such errors or omissions arising as a result of (i) any information provided to the Calculation Agent proving to have been incorrect or incomplete or (ii) any relevant information not being provided to the Calculation Agent on a timely basis. A11250830/2.25/23 Oct 2009 30
PART III: DOCUMENTS INCORPORATED BY REFERENCE This Prospectus shall be read and construed in conjunction with the audited consolidated annual financial statements of the Issuer for the financial years ended 31 December 2007 and 2008 together in each case with the audit report thereon as well as the Half-Year Report 2009, and with the press release listed hereunder, which have been previously published or are published simultaneously with this Prospectus and which have been filed with the CSSF. Such documents shall be incorporated in, and form part of this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from the registered offices of the Issuer, the website of the Issuer (www.ucb.com) and the website of the Luxembourg Stock Exchange (www.bourse.lu). The table below sets out the relevant page references for (i) the audited consolidated annual statements for the financial years ended 2008 and 2007 as set out in the Issuer’s Annual Report and (ii) the unaudited financials by 30 June 2009 as set out in the Half-Year Report 2009. The Issuer confirms that it has obtained the approval from its auditors to incorporate by reference in this Prospectus the auditor’s reports for the financial years ended 31 December 2008 and 31 December 2007. Any information not listed in the cross reference list but included in the documents incorporated by reference is given for information purpose only Consolidated audited annual financial statements of the Issuer for the financial year ended 31 December 2008 and 31 December 2007 A11250830/2.25/23 Oct 2009 31 UCB SA Annual Report 2008 Corporate Governance Report Page 2 Consolidated income statement Page 31 Consolidated balance sheet Page 32 Consolidated cash flow statement Page 33 Notes to the financial statements Page 35 Report of the Board of Auditors Page 85 UCB SA Annual Report 2007 Corporate Governance Report Page 2 Consolidated income statement Page 29 Consolidated balance sheet Page 30 Consolidated cash flow statement Page 31 Notes to the financial statements Page 33 Report of the Board of Auditors Page 77 A4 - 13.1 A4 - 13.3 A4 - 13.3.1 A4 - 13.3.2 A4 - 13.3.3 A4 - 13.4 A4 - 13.4.1 A4 - 13.5 A4 - 13.5.1 A4 - 13.5.2
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: (o) The Domiciliary Agent is not re
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......................
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• the closing price of the Ordina
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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
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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
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Under UCB’s Articles, the Issuer
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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
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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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