43 Related party transactions

43.1 Intra-Group sales and services

During the financial years ended 31 December 2018 and 2017, all intra-UCB Group transactions were carried out based on assessments of mutual economic benefit to the parties involved, and the applicable conditions were established in accordance with criteria of at arm’s length negotiations and fair dealing, and with a view to creating value for the entire UCB Group. Conditions governing intra-UCB Group transactions were similar to conditions governing third-party transactions.

With regard to the sale of intermediary and finished products, these criteria were accompanied the principle of increasing each party’s respective production cost by an at arm’s length profit margin. With regard to intra-UCB Group services rendered, these criteria are accompanied by the principle of charging fees sufficient to cover each party’s respective incurred costs and an at arm’s length mark-up. Intra-Group transactions carried out within the UCB Group constitute standard transactions for a biopharmaceutical Group. These transactions include the purchase and sale of intermediary and finished medical products, deposits and loans for UCB Group affiliates as well as centralized functions and activities carried out by the UCB Group in order to optimize operations through economies of scale and scope.

43.2 Financial transactions with related parties other than UCB SA affiliates

During 2018 there have been no financial transactions with other related parties other than affiliates of UCB SA.

43.3 Key management compensation

Key management compensation as disclosed below comprises compensation recognized in the income statement for members of the Board of Directors and the Executive Committee, for the portion of the year where they exercised their mandate.

 

 

 

€ million

2018

2017

Short-term employee benefits

17

18

Termination benefits

0

0

Post-employment benefits

3

4

Share-based payments

8

11

Total key management compensation

28

33

 

 

 

Short-term employee benefits include salaries (including social security contributions), bonuses earned during the year, car leasing and other allowances where applicable. Share-based compensation includes the amortization over the vesting period of the fair value of equity instruments granted, and comprises share options, share awards and performance shares further explained in Note 27. The termination benefits contain all compensated amounts, including benefits in kind and deferred compensation. There have been no loans granted by the Company or a subsidiary of the Group to any Director or officer of the Group, nor any guarantees given with respect hereto.

43.4 Shareholders and shareholders structure

The main shareholder of UCB is Financière de Tubize SA (also referred to herein as the “Reference Shareholder” or “Tubize”), a Belgian company listed on Euronext Brussels, holding 68 076 981 UCB shares on a total number of 194 505 658 (i.e. 35.00%) as at 31 December 2018.

Based on the transparency declarations received by Tubize and, as the case may be, more recent public disclosures, the shareholder structure of Tubize per 31 December 2018 can be summarized as follows:

 

 

 

 

 

 

 

 

Concert

Outside concert

Total

 

Voting rights

%

Voting rights

%

Voting rights

%

Financière Eric Janssen SPRL

8 525 014

19.14%

1 988 800

4.46%

10 513 814

23.60%

Daniel Janssen

5 881 677

13.20%

5 881 677

13.20%

Altaï Invest SA

4 969 795

11.16%

26 468

0.06%

4 996 263

11.22%

Barnfin SA

3 903 835

8.76%

3 903 835

8.76%

Jean van Rijckevorsel

11 744

0.03%

11 744

0.03%

Total voting rights held by the reference shareholders

23 292 065

52.28%

2 015 268

4.52%

25 307 333

56.81%

Other shareholders

19 241 265

43.19%

19 241 265

43.19%

Total voting rights

23 292 065

52.28%

21 256 533

47.72%

44 548 598

100.00%

 

 

 

 

 

 

 

Altaï Invest SA is controlled by Evelyn du Monceau, born Evelyn Janssen. Barnfin SA is controlled by Bridget van Rijckevorsel, born Paule Bridget Janssen.

The reference shareholders of Tubize, belonging to the Janssen family, act in concert, i.e. they have entered into a shareholders’ agreement concerning the concerted exercise of their voting rights in order to pursue a sustainable common policy with regard to Tubize and concerning the possession, acquisition or transfer of voting securities cf. article 3, §1, 13°, a), b) and c) of the Law on the disclosure of large shareholdings and article 3, §1, 5°, a) and b) of the Law on public takeover bids.

With respect to its shareholding in UCB, Tubize was acting in concert with Schwarz, i.e. they have entered into an agreement concerning the concerted exercise of their voting rights in order to pursue a sustainable common policy with regard to UCB and concerning the possession, acquisition or transfer of voting securities (cf. article 3, §1, 13°, b) and c) of the Law on the disclosure of large shareholdings and article 3, §1, 5°, b) of the Law on public takeover bids).

UCB received on 25 January 2018 a transparency notification from Tubize mentioning that Tubize received confirmation on 19 January 2018 of the termination of the agreement to act in concert with Schwarz, and a transparency notification from Schwarz confirming this information on 29 January 2018.

UCB and its subsidiaries also hold UCB shares (see below for an overview of their shareholdings at 31 December 2018). The remaining UCB shares are held by the public.

Please find below an overview of the large shareholdings of UCB (including assimilated financial instruments) on the basis of the transparency notifications received pursuant to the law of 2 May 2007, on the disclosure of large shareholdings (situation as at 31 December 2018):

 

 

 

 

 

 

 

 

 

Latest update

(all percentages are calculated on the basis of the current total number of voting rights)

1

Assimilated financial instruments within the meaning of article 6 of the Law of 2 May 2007 on the disclosure of large shareholdings, which, if exercised, grant an additional voting right: i.e., securities, options, futures, swaps, interest term agreements and other derivatives concerning existing securities carrying voting rights that grant their holder the right to acquire such securities carrying voting rights pursuant to an agreement that is binding under the applicable law and only on the holders’ own initiative.

2

UCB SA/NV indirectly controls UCB Fipar SA | art. 6, §5, 2° and art. 9, §3, 2° of the law on the disclosure of large shareholdings.

3

Free float being the UCB shares not held by the reference shareholder (Tubize), UCB SA/NV or UCB Fipar SA. Only securities carrying voting rights (shares) held by these entities are taken into account for this calculation, to the exclusion of assimilated financial instruments.

 

Share capital

€ 583 516 974

13 March 2014

 

Total number of voting rights (= denominator)

194 505 658

1

Financière de Tubize SA (‘Tubize’)

 

 

 

 

securities carrying voting rights (shares)

68 076 981

35.00%

19 January 2018

2

UCB SA/NV

 

 

 

 

securities carrying voting rights (shares)

2 102 356

1.08%

31 December 2018

 

assimilated financial instruments (options)1

0

0.00%

06 March 2017

 

assimilated financial instruments (other)1

0

0.00%

18 December 2015

 

Total

2 102 356

1.08%

 

3

UCB Fipar SA

 

 

 

 

securities carrying voting rights (shares)

3 494 828

1.80%

31 December 2018

 

assimilated financial instruments (options)1

435 000

0.22%

03 June 2015

 

assimilated financial instruments (other)1

0

0.00%

25 December 2015

 

Total

3 929 828

2.02%

 

 

UCB SA/NV + UCB Fipar SA2

 

 

 

 

securities carrying voting rights (shares)

5 597 184

2.88%

 

 

assimilated financial instruments (options)1

435 000

0.22%

 

 

assimilated financial instruments (other)1

0

0.00%

 

 

Total

6 032 184

3.10%

 

 

 

 

 

 

 

Free float3

120 831 493

62.12%

 

4

Vanguard Health Care Fund

 

 

 

 

securities carrying voting rights (shares)

9 741 353

5.01%

28 October 2014

5

BlackRock, Inc.

 

 

 

 

securities carrying voting rights (shares)

9 072 842

4.66%

27 December 2018