43 Related party transactions

43 Related party transactions

43.1 Intra-group sales and services

During the financial years ended 31 December 2019 and 2018, 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 in most cases achieved by 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 functions and activities carried out by the UCB Group in order to optimize operations.

43.2 Financial transactions with related parties other than UCB SA affiliates

During 2019 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.

 

 

 

 

2019

2018

Short-term employee benefits

18

17

Termination benefits

2

0

Post-employment benefits

4

3

Share-based payments

11

8

Total key management compensation

35

28

 

 

 

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 2019.

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 2019 can be summarized as follows:

 

 

 

 

 

 

 

 

Concert

Outside concert

Total

 

Voting
rights

%

Voting
rights

%

Voting
rights

%

FEJ SRL
(previously Financière Eric Janssen SPRL)

8 525 014

19.15%

1 988 800

4.47%

10 513 814

23.62%

Daniel Janssen

5 881 677

13.21%

5 881 677

13.21%

Altaï Invest SA

4 969 795

11.16%

26 468

0.06%

4 996 263

11.22%

Barnfin SA

3 903 835

8.77%

3 903 835

8.77%

Jean van Rijckevorsel

11 744

0.03%

11 744

0.03%

Total voting rights held by the reference shareholders

23 292 065

52.33%

2 015 268

4.53%

25 307 333

56.85%

Other shareholders

19 205 265

43.15%

19 205 265

43.15%

Total voting rights

23 292 065

52.33%

21 220 533

47.67%

44 512 598

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 2019). 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 2019):

 

 

 

 

 

 

 

 

 

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, §6 of the Law of 2 May 2007 on the disclosure of large shareholdings.

2

UCB SA/NV indirectly controls UCB Fipar SA | art. 6, §5, 2° and art. 9, §3, 2° of the Law of 2 May 2007 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; assimilated financial instruments are excluded.

 

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)

1 749 680

0.90%

31 December 2019

 

assimilated financial instruments (options)1

0

0.00%

06 March 2017

 

assimilated financial instruments (other)1

0

0.00%

18 December 2015

 

Total

1 749 680

0.90%

 

3

UCB Fipar SA

 

 

 

 

securities carrying voting rights (shares)

4 172 958

2.15%

31 December 2019

 

assimilated financial instruments (options)1

0

0.00%

04 March 2019

 

assimilated financial instruments (other)1

0

0.00%

25 December 2015

 

Total

4 172 958

2.15%

 

 

UCB SA/NV + UCB Fipar SA2

 

 

 

 

securities carrying voting rights (shares)

5 922 638

3.04%

 

 

assimilated financial instruments (options)1

0

0.00%

 

 

assimilated financial instruments (other)1

0

0.00%

 

 

Total

5 922 638

3.04%

 

 

 

 

 

 

 

Free float3 (securities carrying voting rights (shares))

120 506 039

61.96%

 

4

BlackRock, Inc.

 

 

 

 

securities carrying voting rights (shares)

9 647 211

4.96%

31 December 2019

5

Wellington Management Group LLP

 

 

 

 

securities carrying voting rights (shares)

15 575 749

8.01%

01 October 2019