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44. Related party transactions

44.4 Shareholders and shareholders structure

44.4 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 December 31, 2020.

Based on the transparency declarations received by Tubize and, as the case may be, more recent public disclosures, the shareholder structure of Tubize per December 31, 2020 can be summarized as follows:

 

Concert voting rights

%

Outside concert voting rights

%

Total voting rights

%

FEJ SRL

8 525 014

19.15%

1 988 800

4.47%

10 513 814

23.62%

Daniel Janssen

5 881 677

13.21%

0

0.00%

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%

0

0.00%

3 903 835

8.77%

Jean van Rijckevorsel

11 744

0.03%

0

0.00%

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

0

0.00%

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.

UCB also holds UCB shares (see below for an overview of its shareholdings at December 31, 2020). 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 May 2, 2007, on the disclosure of large shareholdings (situation as at December 31, 2020):

 

Situation as per December 31, 2020

 

Share capital €

€ 583 516 974

 

13-Mar-14

 

Total number of voting

194 505 658

 

13-Mar-14

1

Financière de Tubize SA (“Tubize”)

   
 

Securities carrying voting rights (shares)

68 076 981

35.00%

19-Jan-18

2

UCB SA/NV

   
 

Securities carrying voting rights (shares)

5 480 222

2.82%

31-Dec-20

 

Assimilated financial instruments (options)1

0

0.00%

6-Mar-17

 

Assimilated financial instruments (other)1

0

0.00%

18-Dec-15

 

Total

5 480 222

2.82%

 
     
 

Free float2 (securities carrying voting rights (shares))

120 948 455

62.18%

 

3

Wellington Management Group LLP

   
 

Securities carrying voting rights (shares)

15 575 749

8.01%

1-Oct-19

4

BlackRock, Inc.

   
 

Securities carrying voting rights (shares)

9 412 691

4.84%

13-Jan-20

5

FMR LLC

   
 

Securities carrying voting rights (shares)

7 060 944

3.63%

27-Jul-20

  • 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 Free float being the UCB shares not held by the reference shareholder (Tubize) and UCB SA/NV. Only securities carrying voting rights (shares) held by these entities are taken into account for this calculation; assimilated financial instruments are excluded.
  • 3 (all percentages are calculated on the basis of the current total number of voting rights)