3.3 Shareholders and shareholders structure

3.3.1 Reference shareholder

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.

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.

3.3.2 Transparency notifications

During 2018, UCB received the following transparency notifications:

  • On 25 January 2018, UCB received a transparency declaration from Tubize, mentioning that Tubize received confirmation on 19 January 2018 that the agreement to act in concert with Schwarz Vermögensverwaltung GmbH & Co. KG (also referred to herein as “Schwarz”) was terminated. UCB received a similar notification from Schwarz on 29 January 2018.
  • UCB received transparency notifications from BlackRock, Inc., dated 3 July (2 notifications on the same day, one referring to situation on 29 June and the other referring to situation on 2 July), 9 July, 19 July, 20 July, 31 July, 2 August (2 notifications on the same day, one referring to situation on 31 July and the other referring to situation on 1 August), 3 August, 6 August, 7 August, 8 August, 10 August, 23 August, 24 August, 28 August, 29 August, 31 August, 11 September, 13 September, 17 September, 18 September, 26 September, 27 September, 28 September, 1 October, 3 October, 4 October, 8 October, 16 November, 19 November, 10 December, 11 December, 27 December and 28 December 2018 respectively. The last notification of 2018 stated that BlackRock, Inc., including the holding of its affiliates, as of 27 December 2018, owned 9 072 842 UCB shares with voting rights, representing 4.66% of the total number of shares issued by UCB as well as 720 194 equivalent financial instruments, representing 0.37% of the total number of shares issued by UCB.
  • UCB received a transparency notification from The Capital Group Companies, Inc., dated 29 March 2018. This notification stated that The Capital Group Companies, Inc., including the holding of its affiliates, as of 27 March 2018, owned 5 655 000 shares UCB shares with voting rights, representing 2.91% of the total number of shares issued by UCB.

All these notifications as well as more recent notifications received in 2019 can be found on UCB’s website.

3.3.3 Relationship with and between shareholders

Please refer to note 43.2 for an overview of the relationship of UCB with shareholders. Furthermore, UCB is not aware of any agreements between its shareholders, apart from the information mentioned below.

With respect to its shareholding in UCB, until January 2018, Tubize was acting in concert with Schwarz, i.e. they had 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 has received notifications pursuant to article 74, §7 of the Law of 1 April 2007 on public takeover bids from Tubize, Schwarz and UCB Fipar SA respectively on 22 November 2007, 11 December 2007 and 28 December 2007. On 16 August 2018, UCB received an updated notification pursuant to article 74, §8 of the Law on public takeover bids from Tubize (this notification is available on UCB website), in which is declared that:

  • since 31 July 2017, Tubize did not acquire any UCB shares;
  • the concert between Financière de Tubize SA and Schwarz came to an end at the beginning of 2018;
  • on 31 July 2018, Tubize held 68 076 981 UCB shares on a total number of 194 505 658 (i.e. 35.00%).

As mentioned in section 3.3.2 above, 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.

3.3.4 Shareholder structure

Apart from the notifications mentioned above under 3.3.2 and 3.3.3, as well as the notification made in 2014 by Vanguard Health Care Fund reflected in the table below, UCB and its subsidiaries also hold UCB shares.

The remaining UCB shares are held by the public.

Please find below an overview of the large shareholdings of UCB (including assimilated financial instruments), taking into account the shareholders’ register of UCB, the transparency notifications received pursuant to the Law of 2 May 2007 on the disclosure of large shareholdings, the notification received pursuant to article 74, §8 of the Law of 1 April 2007 on public takeover bids, the notifications to the FSMA pursuant to the Law of 2 August 2002 on the supervision of the financial sector and the financial services and as the case may be, more recent public disclosures (situation as per 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

In-line with UCB’s long-term dividend policy, the Board proposes a gross dividend of € 1.21 per share (2017: € 1.18). If the dividend is approved by the Annual General Meeting on 25 April 2019, the net dividend of € 0.847 per share will be payable as of 30 April 2019 against the delivery of coupon #22.

3.3.5 General meeting of shareholders

In accordance with the Articles of Association, the Annual General Meeting of Shareholders (the ‘General Meeting’) takes place on the last Thursday of April at 11.00 AM CET. In 2019, this will be on 25 April.

The rules on the agenda, the procedure for convening meetings, admittance to the meetings, the procedure on the exercise of voting rights and other details can be found in the Articles of Association and in the Corporate Governance Charter, which are available on UCB’s website.