UCB successfully completes institutional Eurobond issue

Brussels (Belgium), 13 March, 2024 – 18:30 (CET) 

UCB SA/NV (“UCB”) announces today that it has successfully completed the placement of EUR 500 million senior unsecured bonds with a coupon of 4.25% and a tenor of 6 years. The bonds will be issued under its EUR 5 billion EMTN Programme on 20 March 2024.

Consistent with UCB’s prudent financial strategy, the net proceeds of the bonds will be used for its general corporate purposes, including the refinancing of the term loan debt incurred in April 2020 in connection with the acquisition of Ra Pharmaceuticals, Inc., ahead of its April 2025 maturity date.

Sandrine Dufour, Chief Financial Officer, UCB, commented, “We are very pleased with the confidence investors have shown in us through their positive response to this bond issuance. Following UCB’s successful issuance of a Belgian retail bond in 2023, this transaction now also underlines UCB’s access to the institutional debt capital markets and further extends our debt maturity profile.”

The bonds were placed with qualified institutional investors. The transaction was conducted by BofA Securities, BNP Paribas and Santander acting as global coordinators and active joint lead managers, IMI - Intesa Sanpaolo and Wells Fargo Securities acting as active joint lead managers and Crédit Agricole CIB, ICBC and SMBC acting as co-lead managers for the issue.

The bonds are expected to be listed and admitted to trading on the regulated market of Euronext Brussels.

For further information, contact UCB: 

Investor Relations
Antje Witte, Investor Relations
T +32 2 559 9414, antje.witte@ucb.com

Julie Bayet, Investor Relations
T +32 2 559 9580, julien.bayet@ucb.com

Laurent Schots, Media Relations
T +32 2 559 9264, laurent.schots@ucb.com 

About UCB 
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With approximately 9,000 people in approximately 40 countries, the company generated revenue of €5.3 billion in 2023. UCB is listed on Euronext Brussels (symbol: UCB). Follow us on Twitter: @UCB_news.

Disclaimer
THIS COMMUNICATION IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. 
THE ISSUE, EXERCISE AND SALE OF BONDS IN THE OFFERING ARE SUBJECT TO SPECIFIC LEGAL OR REGULATORY RESTRICTIONS IN CERTAIN JURISDICTIONS. THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE BONDS REFERRED TO HEREIN, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. UCB ASSUMES NO RESPONSIBILITY IN THE EVENT THERE IS A VIOLATION BY ANY PERSON OF SUCH RESTRICTIONS. 
THIS COMMUNICATION DOES NOT CONTITUTE AN OFFER TO SELL, OR A SOLLICITATION OF OFFERS TO PURCHASE OR SUSCRIBE FOR, BONDS IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE BONDS MAY NOT BE OFFERED, EXERCISED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). UCB HAS NOT REGISTERED AND DOES NOT INTEND TO REGISTER ANY PORTION OF THE OFFERING UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR OTHER RELEVANT JURISDICTIONS WITHIN THE UNITED STATES, OR TO CONDUCT A PUBLIC OFFERING OF ANY SECURITIES IN THE UNITED STATES. 
This COMMUNICATION MAY ONLY BE COMMUNICATED, OR CAUSED TO BE COMMUNICATED, TO persons in the United Kingdom in circumstances where the provisions of Section 21 of the Financial Services and Markets Act 2000, AS AMENDED (the “FSMA 2000”) do not apply to UCB and is directed solely at persons in the United Kingdom who (i) have professional experience in matters relating to investments, such persons falling within the definition of “investment professionals” in Article 19(5) OF THE Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order or others to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this presentation or any of its content. 
THE BONDS REFERRED TO HEREIN ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU, AS AMENDED (“MIFID II”) OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2016/97/EU, AS AMENDED (THE “INSURANCE DISTRIBUTION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II.
THE BONDS REFERRED TO HEREIN ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY RETAIL INVESTOR IN THE UNITED KINGDOM FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE European Union (Withdrawal) Act 2018 (“EUWA”) OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FSMA 2000 AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA 2000 TO IMPLEMENT THE INSURANCE DISTRIBUTION DIRECTIVE, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA.
CONSEQUENTLY, UCB HAS NOT PREPARED A KEY INFORMATION DOCUMENT FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR IN THE UNITED KINGDOM AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR IN THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE, IN BELGIUM TO “CONSUMERS” (CONSUMENTEN/CONSOMMATEURS) WITHIN THE MEANING OF THE BELGIAN CODE OF ECONOMIC LAW (WETBOEK ECONOMISCH RECHT/CODE DE DROIT ECONOMIQUE), AS AMENDED.
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF THE BASE PROSPECTUS OF UCB DATED 17 OCTOBER 2023, AS SUPPLEMENTED BY A SUPPLEMENT N°1 DATED 24 OCTOBER 2023 AND A SUPPLEMENT N°2 DATED 5 MARCH 2024 (TOGETHER, THE “BASE PROSPECTUS”) AND THE FINAL TERMS RELATING TO THE BONDS. THE BASE PROSPECTUS AND THE FINAL TERMS ARE OR WILL BE AVAILABLE ON UCB’S WEBSITE. EACH OF UCB, THE JOINT LEAD MANAGERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS COMMUNICATION WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
THIS COMMUNICATION IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSE OF REGULATION 2017/1129, AS AMENDED.