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Wednesday 30 September, 2009

UCB

UCB announces an increase in the amount of the ...





THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW

The current news release constitutes regulated information as defined
in the Belgian Royal Decree of November 14, 2007, regarding the
obligations of issuers of financial instruments that have been
admitted to trading on a regulated market

Brussels, Belgium, 30 September 2009 - 10:45 (CEST) - regulated
information - UCB SA ("UCB" or the "Company") today launched an offer
(the "Offer") of its unsubordinated unsecured convertible bonds, due
2015 (the "Bonds") convertible into its ordinary shares.

As a result of the strong demand for UCB convertible bonds, the
Company has decided to increase the initial amount of the offer from
EUR 350 million to up to 450 million. This amount may be increased to
an aggregate principal amount of EUR 500 million in the event that
the over-allotment option granted to Barclays Capital, BNP Paribas
Fortis, and KBC Financial Products as Joint Bookrunners is exercised
in full at the latest on 22 October, 2009.

Other terms of issue remain unchanged.

For further information
Richard Simpson, Investor Relations, UCB
T+32.2.559.9494, richard.simpson@ucb.com

Michael Tuck-Sherman, Investor Relations, UCB
T +32.2.559.9712, michael.tuck-sherman@ucb.com

Nancy Nackaerts, External Communications, UCB
T +32.473.864.414, nancy.nackaerts@ucb.com

About UCB
UCB, Brussels, Belgium (www.ucb.com) is a biopharmaceutical company
dedicated to the research, development and commercialization of
innovative medicines with a focus on the fields of central nervous
system and immunology disorders. Employing approximately 10 000
people in over 40 countries, UCB generated revenue of 3.6 billion
euro in 2008. UCB is listed on Euronext Brussels (symbol: UCB).

Forward looking statement
This press release contains forward-looking statements based on
current plans, estimates and beliefs of management. Such statements
are subject to risks and uncertainties that may cause actual results
to be materially different from those that may be implied by such
forward-looking statements contained in this press release. Important
factors that could result in such differences include: changes in
general economic, business and competitive conditions, effects of
future judicial decisions, changes in regulation, exchange rate
fluctuations and hiring and retention of its employees.

Disclaimer
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW

THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM
PART OF ANY OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY,
SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND
SALE OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS
ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH
RESTRICTIONS.

ANY OFFERING AND ANY RELATED FORMAL DOCUMENTATION WILL BE SUBJECT TO
CONDITIONS AND TERMINATION EVENTS, INCLUDING THOSE WHICH ARE
CUSTOMARY FOR SUCH OFFERINGS.  ANY SUCH OFFERING WILL NOT COMPLETE
UNLESS SUCH CONDITIONS ARE FULFILLED AND ANY SUCH TERMINATION EVENTS
HAVE NOT TAKEN PLACE OR THE FAILURE TO FULFIL SUCH A CONDITION OR THE
OCCURRENCE OF A TERMINATION EVENT HAS BEEN WAIVED, IF APPLICABLE

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES
OR ANY OTHER JURISDICTION. THE BONDS (AND THE COMPANY'S ORDINARY
SHARES) MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). UCB DOES
NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE UNITED
STATES OR TO CONDUCT AN OFFERING OF SECURITIES IN THE UNITED STATES.
THE OFFERING IS BEING CONDUCTED OUTSIDE THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS WITHIN THE
MEANING OF DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE
COUNCIL OF NOVEMBER 4, 2003 (AS IMPLEMENTED IN EACH MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA, THE "PROSPECTUS DIRECTIVE").

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THE BONDS ARE BEING
OFFERED ONLY TO QUALIFIED INVESTORS WITHIN THE MEANING OF THE
PROSPECTUS DIRECTIVE, IN ACCORDANCE WITH THE RESPECTIVE REGULATIONS
OF EACH MEMBER STATE IN WHICH THE BONDS ARE OFFERED.

THIS ANNOUNCEMENT IS DIRECTED ONLY AT THE FOLLOWING PERSONS IN THE
UNITED KINGDOM: (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, (II) PERSONS WHO ARE "HIGH NET WORTH ENTITIES" AND OTHER
PERSONS, TO WHOM THIS ANNOUNCEMENT MAY BE LEGALLY DISTRIBUTED WITHIN
THE MEANING OF ARTICLE 49(2) (A) TO (D) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AND (III) TO WHOM
IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "QUALIFIED PERSONS"). IN THE UNITED KINGDOM, THE
SECURITIES ARE INTENDED ONLY FOR QUALIFIED PERSONS, NO INVITATION,
OFFER OR AGREEMENTS TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH
SECURITIES MAY BE PROPOSED OR CONCLUDED OTHER THAN WITH QUALIFIED
PERSONS AND ANY PERSON OTHER THAN A QUALIFIED PERSON MAY NOT ACT OR
RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.

THE BONDS WILL NOT BE OFFERED, SOLD OR DELIVERED TO THE PUBLIC IN THE
REPUBLIC OF ITALY ("ITALY") OTHER THAN: (I) TO QUALIFIED INVESTORS
(INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO ARTICLE 100,
PARAGRAPH 1(A), OF LEGISLATIVE DECREE NO 58, 24 FEBRUARY 1998 (THE
"FINANCIAL SERVICES ACT") AS AMENDED AND RESTATED FROM TIME TO TIME
AND ARTICLE 34-TER, PARAGRAPH 1(B) OF CONSOB REGULATION NO. 11971 OF
14 MAY 1999, AS AMENDED AND RESTATED FROM TIME TO TIME (THE "CONSOB
REGULATION"); OR (II) IN OTHER CIRCUMSTANCES PROVIDED UNDER ARTICLE
100 OF THE FINANCIAL SERVICES ACT AND ARTICLE 34-TER, CONSOB
REGULATION, WHERE EXEMPTIONS FROM THE REQUIREMENT TO PUBLISH A
PROSPECTUS PURSUANT TO ARTICLE 94 OF THE FINANCIAL SERVICES ACT ARE
PROVIDED.

ANY PURCHASE OF OR APPLICATION FOR BONDS OF THE COMPANY PURSUANT TO
THE OFFERING SHOULD ONLY BE MADE ON THE BASIS OF THE INFORMATION
CONTAINED IN THE FINAL OFFERING CIRCULAR TO BE ISSUED BY THE ISSUER
IN DUE COURSE IN CONNECTION WITH THE OFFERING.

For the pdf-version of this press release, please click on the link
below:


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