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UCB announces today that it successfully completed the offering (the “Offering”) of €450 million senior unsecured convertible bonds, due 2015 (the “Bonds”).
The Bonds were placed through an accelerated book building placement with institutional investors, conducted by Barclays Capital, BNP Paribas Fortis, and KBC Financial Products, acting as Joint Bookrunners, and ABN AMRO Bank NV (to be renamed The Royal Bank of Scotland NV in due course), CALYON and Commerzbank acting as Co-Managers for the Offering.
The Bonds will be issued and redeemed at 100 per cent of their principal amount and will have a coupon of 4.5 per cent per annum, payable semi-annually in arrear, and unless previously converted, repurchased or redeemed will mature on the 6th anniversary of their issue, in 2015.
The initial conversion price is €38.746 per share and is set at a premium of 35 per cent to the volume-weighted average price of the Company’s shares on Euronext Brussels from launch to pricing. If all of the Bonds were to be converted into new shares at the initial conversion price, 11,614,102 new shares would be issued, representing a dilution of 6.0 per cent of the Company’s share capital, before any exercise of the over-allotment option referred to below.
UCB has granted to the Joint Bookrunners an over-allotment option of up to €50 million of Bonds which, if exercised in full by the Joint Bookrunners, would increase the aggregate principal amount of the Offering to €500 million. This option can be exercised, in part or in full, at any time up to and including October 22 2009.
Payment for and delivery of the Bonds are expected to take place on or about October 22 2009. The payment and delivery are subject to customary conditions for this type of transaction.
The net proceeds from the issue of the Bonds will be used by UCB for general corporate purposes and form part of a funding diversification policy being implemented by the Board.
Detlef Thielgen, CFO of UCB, commented: “We are very pleased to have successfully completed this capital market transaction. It allows us to diversify our lender base and to extend our debt maturity profile”.
The Company has agreed to certain restrictions on its ability to issue or dispose of shares, convertible bonds or related equity-linked securities during a period commencing today and ending 90 days after the closing of the Offering, subject to certain exceptions.
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