2011 annual report - UCB

Until they are fully paid up, UCB shares are registered and may only
be transferred after prior approval by the Board. Registered UCB
shares are recorded in a special register.
All UCB shares are admitted for listing and trading on NYSE Euronext
Brussels.
1.3.1.3. Warrants
In 1999 and 2000 respectively, UCB issued 145 200 and
236 700 warrants:
• The 145 200 warrants issued in 1999 each confer the right to
subscribe to one ordinary share: following the cancellation,
expiration and exercise of part of these warrants, 54 700 warrants
can still be exercised up to 31 May 2012;
• The 236 700 warrants issued in 2000 each confer the right to
subscribe for one ordinary share: following the cancellation,
expiration and exercise of part of these warrants, 67 700 warrants
can still be exercised up to 28 February 2013.
It follows from the above that, if all the rights attached to these
warrants were exercised, UCB’s capital would be € 550 462 356 and
the number of UCB shares would be 183 487 452.
Defensive warrants were also issued following a decision by a General
Meeting of Shareholders of UCB (hereafter “General Meeting”) in
2008, excluding preferential rights. The loan of € 600 000 represented
by 30 000 loan stock units with a nominal value of € 20, each having
1 000 warrants attached, confers the right to the joint subscription of
30 000 000 ordinary UCB shares. It was subscribed to by Financière de
Tubize S.A., UCB reference shareholder on 24 April 2008.
An ad-hoc committee was set up at the same meeting, and
the meeting also appointed the members of this committee.
This committee decides, in pre-defined circumstances, on the
implementation of the warrants, and on the approval of all transfers
of such warrants. The holders of warrants have entered into an
agreement with UCB ensuring compliance with the conditions of
issuance and exercise of the warrants.
The warrants may only be exercised if the ad-hoc committee decides
that one of the pre-defined circumstances, associated with a hostile
takeover bid occurs:
• The launch of a takeover bid by a third party judged to be hostile by
the Board;
• The change of control of UCB due to transactions relating to UCB
stock by one or more third parties, carried out either on or off the
stock market, in isolation or in a concerted manner;
• The threat of a takeover bid or an operation involving a change of
control of UCB.
The defensive warrants and the agreement between the holders
of the defensive warrants and UCB expire on 23 April 2013. UCB
shares arising from the exercise of these warrants will be issued with
reference to the market price over a period prior to their issuance.
1.3.1.4. Convertible bonds
UCB issued senior unsecured 4.5% bonds due 2015 for an aggregate
principal amount of € 500 000 000, placed with institutional investors
following an accelerated book-building procedure on 30 September
2009 (hereafter the “Convertible Bond(s)”). An Extraordinary
General Meeting decided on 6 November 2009 to attach a conversion
right to these Bonds.
Each Convertible Bond has a denomination of € 50 000 and may
be converted as from 2 December 2009 until 15 October 2015 for
a conversion price of € 38.746 per UCB share. Upon receipt of a
conversion request from a bondholder, the Board has the option, in its
sole discretion but in UCB’s best interest, (i) to issue new UCB shares,
(ii) to deliver existing UCB shares or (iii) to make a combination of
these two options.
If all of the Convertible Bonds were to be converted into new
UCB shares at the current conversion price, UCB would issue
12 904 558 new shares. The conversion price may have to be revised in
accordance with anti-dilution provisions in accordance with the terms
and conditions of the Bonds or in case of change of control.
The Bonds are listed on the EURO MTF market of the Luxembourg
stock exchange.
1.3.1.5. Treasury shares
UCB acquired 4 699 923 and sold 704 733 UCB shares in 2011. On
31 December 2011, UCB held a total of 3 995 190 UCB shares,
representing 2.18% of the total number of UCB shares.
UCB Fipar S.A., an affiliate indirectly controlled by UCB, acquired
746 800 UCB shares in 2002, 372 904 UCB shares in 2003, 1 064 200
UCB shares in 2004, 370 000 UCB shares in 2005 and 950 000 UCB
shares in 2006. On 31 December 2011, UCB Fipar S.A. held a total of
3 138 750 UCB shares representing 1.71% of the total number of UCB
shares.
UCB S.C.A., an affiliate indirectly controlled by UCB, acquired 61 200
UCB shares in 2007, 50 384 UCB shares in 2008, 128 116 UCB shares
in 2009 and 239 639 UCB shares in 2010. On 31 December 2011, UCB
S.C.A. holds one UCB share.
The UCB shares were acquired by UCB, UCB Fipar S.A. and UCB
S.C.A. in order to cover part of UCB’s obligations resulting from the
employees’ stock option plans, stock award plans and performance
share plans and by UCB to cover part of UCB’s obligations resulting
from the Convertible Bonds.
According to a decision of the General Meeting held on 6 November
2009, the Board is authorised, for an unlimited duration in time, in
accordance with article 622§2, section 2, 1°, of the Belgian Companies
Code, to dispose of UCB shares on or outside the stock exchange, by
way of sale, exchange, contribution or any other kind of disposal. This
authorisation also covers the disposal of UCB shares held by a direct
subsidiary of UCB within the meaning of article 627 of the Belgian
Companies Code.
According to a decision of the same meeting, the Board and each
Board of Directors of UCB’s direct subsidiaries are authorised, for
a period of five years starting 7 November 2009, to acquire UCB
shares, up to maximum 20% of the total number of UCB shares, for
exchange values equivalent to the closing price of the UCB share on
Euronext Brussels on the day immediately preceding the acquisition,
plus a maximum of 15% or minus a maximum of 15%, taking also into
account any applicable legal requirement.
12 UCB corporate governance statement 2011