Galapagos S.A.: Notice Senior Secured Floating Rate Notes due 2021

EQS-News: Galapagos S.A. / Key word(s): Miscellaneous

03.07.2019 / 11:00
The issuer is solely responsible for the content of this announcement.


NOTICE

Galapagos S.A.
Effective Place of Management:
20 Davis Way
Newgate Lane
Fareham Hampshire
PO14 1AR United Kingdom

Senior Secured Floating Rate Notes due 2021

ISIN Code: XS1071411547 / XS1072185488

5.375% Senior Secured Fixed Rate Notes due 2021
ISIN Code: XS1071419524 / XS1072194803

 

Fareham - 10 a.m., 3 July 2019

Galapagos S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (the "Issuer", together with its subsidiaries and Galapagos Holding S.A., its direct parent company, the "Group") makes certain announcements in connection with (i) the expiry of the deadline to receive a lock-up fee for acceding to the Lock-up Agreement, (ii) an update on discussions with an ad hoc group of holders of the senior notes of Galapagos Holding S.A. (the "Senior Notes"), (iii) the proposed appointment of a new security agent and a new notes trustee under the Intercreditor Agreement and the Senior Secured Notes, and (iv) the non-payment of interest under the Senior Secured Notes. All capitalised words used but not defined herein shall have the meanings given to them the Issuer's announcements published on 7 June 2019 and 17 June 2019.

- On 7 June 2019, the Issuer announced that holders representing in excess of 79% of the Senior Secured Notes have executed a Lock-up Agreement with, among others, the Issuer. The deadline to receive a lock-up fee for acceding to the Lock-up Agreement expired at 5 p.m. (London time) on 2 July 2019. As at 9 a.m. (London time) today, in excess of 90% in aggregate of the Senior Secured Notes have acceded to the Lock-up Agreement and are therefore supporting implementation of the Transaction.

- On 7 June 2019, Galapagos S.A. announced that the Group is in discussions with an ad hoc group of holders of the Senior Notes and that the Group hopes that a Consensual Transaction may be agreed. Under the terms of the Lock-up Agreement, the original deadline to reach consensus with holders representing at least 50% of the Senior Notes was on 5 p.m. (London time) on 14 June 2019. This deadline was subsequently extended to 5 p.m. (London time) on 28 June 2019. No agreement has currently been reached with the holders of Senior Notes and the deadline has not been extended. As required by the Lock-up Agreement, steps will be taken towards implementation of the Alternative Transaction, including the initiation of a competitive sales process in compliance with the requirements under the Intercreditor Agreement. If a Consensual Transaction is not agreed, subject to the outcome of this competitive sales process, there is a risk that holders of the Senior Notes will not receive any recoveries.

- Steps have been taken to replace the existing security agent and existing notes trustee under the Intercreditor Agreement and the Senior Secured Notes in accordance with the relevant documentation. Assuming that the requisite confirmations are obtained, GLAS Trust Corporation Limited will be appointed as new security agent and GLAS Trustees Limited will be appointed as the new notes trustee in respect of the Senior Secured Notes.

- The Issuer understands that some or all holders of the Senior Secured Notes may have been credited a payment in respect of the interest payment due on 15 June 2019 (or the next succeeding Business Day) (the "Interest Payment") as a result of an administrative error outside the Issuer's control and without the Issuer's consent or instructions. The Issuer further understands that steps have been taken by the relevant third party involved to remedy this error. As announced by the Issuer on 17 June 2019, the Issuer did not make or instruct the payment of the Interest Payment on such date, and the Issuer has not subsequently made the Interest Payment or given any instruction that the Interest Payment shall be made.

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For further information, please contact:

Galapagos Investor Relations Team
info@galapagos-investor-relations.com

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This announcement contains inside information of Galapagos S.A. for the purposes of Article 7 under Regulation (EU) 596/2014.

Galapagos S.A. is a public limited liability company (Société Anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2C Rue Albert Borschette, L-1246 Luxembourg, and being registered with the Luxembourg trade and companies register under number B 186 314.

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03.07.2019 Dissemination of Corporate News, transmitted by EQS - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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