Warrants

In 1999 and 2000 respectively, UCB issued 145,200 and 236,700 subscription rights (warrants):

The 145,200 warrants issued in 1999 each confer the right to subscribe one ordinary share: following the annulment and exercise of part of these warrants 34,200 warrants may still be exercised up to 31 May 2009, and 54,700 warrants may be exercised up to 31 May 2012.

• The 236,700 warrants issued in 2000 each confer the right to subscribe one ordinary share: following the annulment and exercise of part of these warrants 57,900 warrants may still be exercised up to 28 February 2010, and 68,600 warrants may be exercised up to 28 February 2013.

It follows from the above that, if all the rights attached to these warrants were exercised, UCB capital would be 550,723,956 EUR and the number of shares issued by UCB would be 183.574.652. 

The detail of the warrants that have been exercised each year are disclosed in the relevant annual report.

Defensive warrants were also issued following a decision by the General Meeting of Shareholders in 2008, excluding preferential rights. The loan of 600,000 EUR represented by 30,000 loan stock units with a nominal value of 20 EUR, each having 1,000 warrants attached, conferring the right to the joint subscription of 30,000,000 ordinary shares, was subscribed by Financière de Tubize on April 24, 2008.

An ad hoc Committee was created at the same General Meeting of Shareholders, and the Meeting also appointed the members of this Committee. This Committee concerns itself with deciding, in pre-defined circumstances, of implementation of this defensive measure, and with approving all transfers of such warrants. The holders of warrants enter an agreement with UCB ensuring compliance with the conditions of issue and exercise of the warrants. The duration of the warrants and the agreements is 5 years.

The warrants may only be exercised following a decision by the ad hoc Committee, stating realisation of one of the pre-defined circumstances, linked to the following hostile takeover bids:

• launch of a takeover bid by a third party judged to be hostile by the UCB Board of Directors;
• modification of UCB control 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 fashion;
• the threat of a takeover bid or, an operation involving modification of UCB control.

Shares arising from exercise of these warrants will be issued with reference to the market price over a period prior to issue.