https://mb.cision.com/Public/18595/3870395/a4440eb2e8e4629f_800x800ar.png
** UCB launches an offer to the public of 6-year 5.20% fixed rate notes in =
Belgium and in Luxembourg
------------------------------------------------------------
ADVERTISEMENT - This document is an advertisement for the purposes of the P=
rospectus Regulation (as defined below).
THIS ANNOUNCEMENT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,=
IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SU=
CH DISTRIBUTION IS FORBIDDEN UNDER APPLICABLE LAW.
Brussels (Belgium), 7 November 2023 - 08:30 a.m. (CET) =E2=80=93 Regulated =
Information
Today, UCB SA/NV (=E2=80=9CUCB=E2=80=9D and the =E2=80=9CIssuer=E2=80=9D) a=
nnounces the launch of an offer to the public of notes with a maturity of 6=
years for a minimum amount of EUR 100 million and a maximum amount of EUR =
300 million (the =E2=80=9CNotes=E2=80=9D). The Notes will be issued by way =
of an offer to the public in Belgium and in the Grand Duchy of Luxembourg u=
nder UCB=E2=80=99s recently updated Euro Medium Term Note program, with a s=
ubscription period running from 9 November 2023, 9 a.m. (CET), to 13 Novemb=
er 2023, 5:30 p.m. (CET) included (subject to early termination). Belfius B=
ank (NL (http://www.belfius.be/obligatie-ucb-2023) /FR (http://www.belfius.=
be/obligation-ucb-2023) ), BNP Paribas Fortis (NL (http://www.bnpparibasfor=
tis.be/beleggingsnieuws) /FR (http://www.bnpparibasfortis.be/actualitefinan=
ciere) ), ING Bank N.V., Belgian Branch (NL (http://www.ing.be/nl/particuli=
eren/beleggen/obligaties) /FR (https://www.ing.be/fr/particuliers/investir/=
obligations) ) and KBC Bank (NL (http://www.kbc.be/bonds/ucb2023) /FR (http=
://www.kbc.be/fr/bonds/ucb2023) ) will act as joint lead managers for this =
transaction (the =E2=80=9CManagers=E2=80=9D). An application will be made f=
or the Notes to be listed on Euronext Brussels and to be admitted to tradin=
g on the regulated market of Euronext Brussels as from the issue date.
The key features of the Notes are described below:
https://mb.cision.com/Public/18595/3870395/bcb18618a39a8cb5_800x800ar.png
1. =C2=A0A different commission may apply to qualified investors, as detail=
ed in the Final Terms.
Risk warning
The Notes constitute unsecured and unguaranteed debt instruments. By subscr=
ibing to the Notes, investors lend money to the Issuer who undertakes to pa=
y interest and to reimburse the principal amount of the Notes on 21 Novembe=
r 2029. In case of insolvency or default by the Issuer, investors may not r=
ecover the amounts they are entitled to and risk losing all or a part of th=
eir investment.
Investing in the Notes involves certain risks and may not be a suitable inv=
estment for all investors. Each prospective investor must carefully conside=
r whether it is suitable for that investor to invest in the Notes in light =
of its knowledge and financial experience and should, if required, obtain p=
rofessional advice. Prospective investors should read the Base Prospectus, =
as supplemented by the Supplement N=C2=B01, and the Final Terms (each as de=
fined below) in their entirety and, in particular, the risk factors describ=
ed under the section =E2=80=9CRisk Factors=E2=80=9D of the Base Prospectus,=
as supplemented by the Supplement N=C2=B01, before making an investment de=
cision in order to fully understand the potential risks and rewards associa=
ted with a decision to invest in the Notes.
Subscription
The minimum subscription and denomination amounts to EUR 1,000. The subscri=
ption period will run from 9 November 2023 at 9 a.m. (CET) until 13 Novembe=
r 2023 at 5.30 p.m. (CET), subject to early termination, which can occur at=
the earliest on 9 November 2023 at 5.30 p.m. (CET) (which is the minimum s=
ales period). All subscriptions that have been validly introduced by the re=
tail investors with the Managers before the end of the minimum sales period=
will be taken into account when the Notes are allotted, taking into accoun=
t that in case of oversubscription a proportional reduction may apply. Reta=
il investors are therefore encouraged to subscribe to the Notes on the firs=
t day of the subscription period before 5.30 p.m. (CET).
To subscribe to the Notes or to obtain more information, investors can cont=
act Belfius Bank (NL (http://www.belfius.be/obligatie-ucb-2023) /FR (http:/=
/www.belfius.be/obligation-ucb-2023) ), BNP Paribas Fortis (NL (http://www.=
bnpparibasfortis.be/beleggingsnieuws) /FR (http://www.bnpparibasfortis.be/a=
ctualitefinanciere) ), ING Bank N.V., Belgian Branch (NL (http://www.ing.be=
/nl/particulieren/beleggen/obligaties) /FR (https://www.ing.be/fr/particuli=
ers/investir/obligations) ) and KBC Bank (NL (http://www.kbc.be/bonds/ucb20=
23) /FR (http://www.kbc.be/fr/bonds/ucb2023) ).
Costs
A commission of 1.875% is charged to all retail investors (which is include=
d in the Issue Price of the Notes). The financial services in relation to t=
he Notes will be provided free of charge by the Managers. Investors must in=
form themselves about the costs that their financial institutions might cha=
rge them.
Base Prospectus, Supplement N=C2=B01 and Final Terms
The base prospectus has been approved by the Belgian Financial Services and=
Markets Authority (=E2=80=9CFSMA=E2=80=9D) as competent authority under Re=
gulation (EU) 2017/1129 (as amended, the =E2=80=9CProspectus Regulation=E2=
=80=9D) on 17 October 2023 (the =E2=80=9CBase Prospectus=E2=80=9D). The sup=
plement n=C2=B01 to the Base Prospectus has been approved by the FSMA on 24=
October 2023 (the =E2=80=9CSupplement N=C2=B01=E2=80=9D). The FSMA only ap=
proved the Base Prospectus and the Supplement N=C2=B01 as meeting the stand=
ards of completeness, comprehensibility and consistency as imposed by the P=
rospectus Regulation. Approval by the FSMA should not be considered as an e=
ndorsement of UCB or of the quality of the Notes. Investors should make the=
ir own assessment as to the suitability of investing in the Notes. Potentia=
l investors should, before making an investment decision, read the Base Pro=
spectus, as supplemented by the Supplement N=C2=B01, and the Final Terms in=
their entirety, in particular the section =E2=80=9CRisk Factors=E2=80=9D o=
f the Base Prospectus, in order to fully understand the potential risks and=
rewards associated with the decision to invest in the Notes.
The approval of the Base Prospectus and of the Supplement N=C2=B01 has been=
notified by the FSMA to the Commission de Surveillance du Secteur Financie=
r in its capacity as competent authority for the purpose of the Prospectus =
Regulation in relation to the offer to the public of the Notes in the Grand=
Duchy of Luxembourg.
The Base Prospectus, the Supplement N=C2=B01 and the final terms relating t=
o the Notes (the =E2=80=9CFinal Terms=E2=80=9D), which includes the issue-s=
pecific summary in English, Dutch and French, can be consulted on the websi=
te of UCB (https://www.ucb.com/investors/Download-center/2023-Retail-Bond-D=
ocuments) and on the websites of Belfius Bank (NL (http://www.belfius.be/ob=
ligatie-ucb-2023) /FR (http://www.belfius.be/obligation-ucb-2023) ), BNP Pa=
ribas Fortis (NL (http://www.bnpparibasfortis.be/beleggingsnieuws) /FR (htt=
p://www.bnpparibasfortis.be/actualitefinanciere) ), ING Bank N.V., Belgian =
Branch (NL (http://www.ing.be/nl/particulieren/beleggen/obligaties) /FR (ht=
tps://www.ing.be/fr/particuliers/investir/obligations) ) and KBC Bank (NL (=
http://www.kbc.be/bonds/ucb2023) /FR (http://www.kbc.be/fr/bonds/ucb2023) )=
.
Complaints
If you have a complaint to make, you can address it to:=C2=A0
=C2=B7 Belfius
Your local Belfius branch, your financial advisor or by e-mail at complaint=
s@belfius.be.
If you are not satisfied with the reply, you can contact Belfius Bank NV-SA=
, Negotiation (number 7913), Karel Rogierplein 11, 1210 Brussels, or by e-m=
ail at negotiation@belfius.be.
=C2=B7 BNP Paribas Fortis
Complaints Management Department of BNP Paribas Fortis, Warandeberg 3, 1000=
Brussels, or by e-mail at gestiondesplaintes@bnpparibasfortis.com.
=C2=B7 ING
ING, Customer Service, Sint-Michielswarande 60, 1040 Brussels or by e-mail,=
klachten@ing.be.
=C2=B7 KBC
You can contact your local KBC bank branch.=C2=A0
If you believe that your suggestion or complaint cannot be addressed by you=
r=C2=A0
KBC bank branch or if you are not satisfied with the proposed solution, ple=
ase contact KBC Complaint Management, Brusselsesteenweg 100, 3000 Leuven, a=
t the phone number 0800 62 084 or by e-mail at klachten@kbc.be.
If you do not find an immediate solution after having contacted the service=
s mentioned above, you can contact the ombudsman in financial conflicts, No=
rth Gate II, Koning Albert II-laan 8, box 2, 1000 Brussels at the telephone=
number 02 545 77 70, or by e-mail at ombudsman@ombudsfin.be.
Disclaimer
THIS ANNOUNCEMENT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY,=
IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SU=
CH DISTRIBUTION IS FORBIDDEN UNDER APPLICABLE LAW.
This announcement does not constitute an offer to sell or to subscribe to s=
ecurities, or an invitation to make an offer to purchase securities or to s=
ubscribe to securities, and securities shall not be sold or subscribed to i=
n any jurisdiction in which such offer, invitation, sale or subscription wo=
uld be illegal without prior subscription or qualification under the financ=
ial legislation of such jurisdiction. The issue of, subscription to or purc=
hase of securities is subject to special statutory or regulatory restrictio=
ns in certain jurisdictions. UCB is not liable in the event of any violatio=
n of such restrictions by any person.
No public offering of any securities referred to in this document shall be =
made in the United States. The securities referred to in this document have=
not been, and will not be, registered under the U.S. Securities Act of 193=
3, as amended (the =E2=80=9CSecurities Act=E2=80=9D) or the securities law =
of any State or any jurisdiction in the United States and may not be offere=
d or sold within the United States or to, or for the account or benefit of,=
U.S. persons, except pursuant to an exemption from the registration requir=
ements of the Securities Act. Terms used in this paragraph have the meaning=
s given to them by Regulation S under the Securities Act. The securities re=
ferred to in this document have not been approved or disapproved by the SEC=
, any other State securities commission or any other supervisory body of th=
e United States, nor have these authorities assessed the adequacy of this p=
roposed offering or the adequacy or accuracy of this document. Any represen=
tation to the contrary is a criminal offence in the United States.
This document is not an offering document or prospectus in connection with =
an offering of securities by UCB. Investors must not accept any offering of=
the securities referred to in this document nor acquire them unless they d=
o so on the basis of information contained in the Base Prospectus, as suppl=
emented by the Supplement N=C2=B01, and the Final Terms. This document is a=
n advertisement for the purposes of the Prospectus Regulation.
For questions on this press release or for further information, contact UCB=
:=C2=A0
Investor Relations
Antje Witte=C2=A0
T +32 2 559 94 14
antje.witte@ucb.com
Julien Bayet
T +32 2 559 95 80
julien.bayet@ucb.com=C2=A0
Corporate Communications
Laurent Schots=C2=A0
T+32 2 559 92 64
laurent.schots@ucb.com=C2=A0
About UCB
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company =
focused on the discovery and development of innovative medicines and soluti=
ons to transform the lives of people living with severe diseases of the imm=
une system or of the central nervous system. With approximately 8,700 peopl=
e in approximately 40 countries, the company generated revenue of =E2=82=AC=
5.5 billion in 2022. UCB is listed on Euronext Brussels (symbol: UCB). Foll=
ow us on Twitter: @UCB_news.
GenericFile
UCB Press Release Retail Bond Nov 7 2023 NL (https://mb.cision.com/Public/1=
8595/3870395/9e24849ef915a0ab.pdf) GenericFile
UCB Press Release Retail Bond Nov 7 2023 FR (https://mb.cision.com/Public/1=
8595/3870395/b54fe5a2109dad81.pdf) GenericFile
UCB Press Release Retail Bond Nov 7 2023 ENG (https://mb.cision.com/Public/=
18595/3870395/b7d411f72f547b4f.pdf) Image
Chart 1 Nov 7 2023 (https://mb.cision.com/Public/18595/3870395/bcb18618a39a=
8cb5_org.png)
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UCB SA, All=C3=A9e de la Recherche, 60 ., Brussels, . B - 1070 Belgium
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