3.3 Shareholders and shareholders structure

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 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 Bridget Janssen.

The shareholders of Financière de Tubize SA, belonging to the Janssen family, act in concert, i.e. they have entered into a shareholders’ agreement of which the key elements are summarized as follows, based on publicly available information:

  • The objective of the concert is to ensure, through Financière de Tubize SA, the stability of the shareholder structure of UCB in view of the long-term industrial development of the latter. In this perspective, it aims to preserve the predominance of the family shareholder structure of Financière de Tubize SA.
  • The parties to the concert consult with each other about the decisions to be taken at the general meeting of Financière de Tubize SA, and try, to the extent possible, to reach a consensus. They ensure that they are properly represented in the board of directors of Financière de Tubize SA. Within this board and through their representatives at the board of directors of UCB, they consult with each other about the significant strategic decisions concerning UCB, and try, to the extent possible, to reach a consensus.
  • The parties inform each other prior to any project of significant acquisition or sale of shares of Financière de Tubize SA. Pre-emption rights and rights of resale are also in place within the family.

3.3.2 Transparency notifications

During 2019, UCB received the following transparency notifications:

On 7 January 2019, UCB sent a transparency notification to the FSMA, providing an annual update on the transactions in UCB shares and assimilated financial instruments by UCB SA and its indirect subsidiary UCB Fipar SA and confirming that UCB SA’s holding in UCB shares had crossed downwards the lowest threshold of 3% (together with UCB Fipar SA). On 12 March 2019, UCB sent a new transparency notification to the FSMA following the crossing of the 3% threshold of UCB shares (together with UCB Fipar SA).

UCB received transparency notifications from BlackRock, Inc., dated 21 January, 25 January, 14 March, 26 March, 28 March, 29 March, 1 April, 3 April, 4 April, 29 April, 1 May, 6 May, 10 June, 19 June, 20 June, 25 June, 28 June, 4 July, 16 July, 23 July, 24 July, 25 July, 26 July, 29 July, 30 July, 1 August, 2 August, 5 August, 6 August, 7 August, 8 August, 9 August, 19 August, 22 August, 23 August, 27 August, 28 August, 9 September, 10 September, 13 September, 18 September, 23 September, 24 September, 3 October, 7 October, 5 November, 6 November, 9 December and 12 December 2019 respectively. The last notification dated 2 January 2020 stated that BlackRock, Inc., including the holding of its affiliates, as of 31 December 2019, owned 9 647 211 UCB shares with voting rights, representing 4.96% of the total number of shares issued by UCB as well as 150 268 equivalent financial instruments, representing 0.08% of the total number of shares issued by UCB.

UCB received a transparency notification from Wellington Management Group LLP., dated 3 October 2019. This notification stated that Wellington Management Group LLP., including the holding of its affiliates, as of 1 October 2019, owned 15 575 749 voting rights on UCB shares, representing 8.01% of the total number of shares issued by UCB.

UCB received a transparency notification from Vanguard Health Care Fund, dated 15 October 2019. This notification stated that Vanguard Health Care Fund, including the holding of its affiliates, as of 1 October 2019, owned 0 voting rights on UCB shares, representing 0% of the total number of shares issued by UCB.

All these notifications as well as more recent notifications received in 2020 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.

UCB has received notifications pursuant to article 74, §7 of the Law of 1 April 2007 on public takeover bids from Tubize, Schwarz Vermögensverwaltung GmbH & Co. KG and UCB Fipar SA respectively on 22 November 2007, 11 December 2007 and 28 December 2007. 

On 21 August 2019, UCB received an updated notification pursuant to article 74, §8 of the Law on public takeover bids from Tubize (available on the UCB website), in which Tubize declared that since 31 July 2018, it did not acquire any UCB shares.

3.3.4 Shareholder structure

Apart from the notifications mentioned above under 3.3.2 and 3.3.3, UCB and UCB Fipar SA 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 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

Shareholder structure (pie chart)

In-line with UCB’s long-term dividend policy, the Board proposes a gross dividend of € 1.24 per share (2018: € 1.21). If the dividend is approved by the Annual General Meeting on 30 April 2020, the net dividend of € 0.868 per share will be payable as of 6 May 2020 against the delivery of coupon #23.

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 2020, this will be on 30 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 Charter, which are available on UCB’s website.

Relevant GRI Indicators

102-5 gri-id5:102-5