26 Capital and reserves

26.1 Share capital and share premium

The issued share capital of the Company amounted to € 584 million (2017: € 584 million), and is represented by 194 505 658 shares (2017: 194 505 658 shares). The Company’s shares are without par value. At 31 December 2018, 68 967 581 shares were registered and 125 538 077 were dematerialized shares. The holders of UCB shares are entitled to receive dividends as declared and are also entitled to one vote per share at the shareholders’ meeting of the Company. There is no authorized, unissued capital.

At 31 December 2018, the share premium reserves amounted to € 2 030 million (2017: € 2 030 million).

26.2 Treasury shares

The Group acquired, through UCB SA and UCB Fipar SA, 780 013 treasury shares (2017: 1 700 000) for a total amount of € 51 million (2017: € 113 million) and transferred 1 477 506 treasury shares (2017: 1 233 685) for a total amount of € 62 million (2017: € 64 million). Net disposal of 697 493 treasury shares for a net amount of € 11 million.

During 2018, the Group did not acquire or dispose of any treasury shares as part of share swap transactions.
(2017: 0 acquired and 0 disposed). At 31 December 2018, the Group retained 5 597 184 treasury shares of which none related to share swap deals (2017: 6 294 677). These treasury shares have been acquired in order to honour the exercise of stock options and share awards granted to the Executive Committee and certain categories of employees.

In the current year, no call options on UCB shares have been acquired (2017: 0) nor have any call options
been exercised (2017: 1 000 000 call options were exercised leading to € 8 million positive equity impact).

26.3 Other reserves

Other reserves amount to € -146 million (2017: € -155 million) and consist of the following items:

  • the IFRS acquisition value surplus that arose during the Schwarz Pharma business combination for € 232 million (2017: € 232 million);
  • the remeasurement value of the defined benefit obligation for € -344 million (2017: € -353 million);
  • the purchase of the remaining 25% non-controlling interest in Schwarz Pharma Zuhai Ltd for € -11 million (2017: € -11 million);
  • the purchase of the remaining 30% non-controlling interest in Meizler Biopharma: € -23 million (2017: € -23 million). UCB acquired 51% of the shares of Meizler Biopharma (subsequently renamed “Meizler UCB”) in 2012. The purchase agreement granted a put option to the selling shareholders and a call option to UCB on the remaining shares. In 2013 some amendments were made to the original purchase agreement whereby the ownership percentage of UCB was adjusted to 70% and the terms of the put and call options were amended. In 2014 UCB acquired the remaining 30% interest in the common and preference shares of Meizler UCB. After the completion of the transaction in 2014, the put and call options are no longer outstanding.

26.4 Cumulative translation adjustments

The cumulative translation adjustments reserve represents the cumulative currency translation differences relating to the consolidation of Group companies that use functional currencies other than the euro as well as any unrealized cumulative foreign exchange gains or losses resulting from net investment hedges.