Galapagos S.A.
Galapagos S.A.: Notice of Successful Notes Offer/No Optional Redemption
Galapagos S.A. / Key word(s): Offer 11.11.2016 13:53 Disclosure of an inside information according to Article 17 MAR, transmitted by EQS - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Notice of Successful Notes Offer/No Optional Redemption To the Holders of:EUR325,000,000 Senior Secured EUR200,000,000 5.375% Floating Rate Notes due 2021 Senior Secured Notes due 2021 (the "Floating Rate Notes") (the "Fixed Rate Notes") Regulation S Regulation S Common Code: 107141154 Common Code: 107141952 ISIN Number: XS1071411547 ISIN Number: XS1071419524 Rule 144A Rule 144A Common Code: 107218548 Common Code: 107219480 ISIN Number: XS1072185488 ISIN Number: XS1072194803 issued pursuant to an indenture dated as of May 30, 2014 (as amended or supplemented from time to time, the "Indenture")NOTICE IS HEREBY GIVEN that, in accordance with the indenture governing the Notes, Galapagos S.A. previously launched a notes offer (the "Offer") using the net cash proceeds of certain asset sales to purchase up to an aggregate principal amount of EUR191,550,000 (the "Offer Amount") of the Floating Rate Notes and the Fixed Rate Notes (together, the "Notes"), on a pro rata basis, at a price in cash equal to 100.0% of the principal amount thereof, plus additional amounts, if any, and accrued and unpaid interest, on the terms contained in an Offer to Purchase dated October 12, 2016 (the "Offer to Purchase") made available to the Holders through Euroclear and Clearstream on the date hereof. Holders of the Notes should contact the relevant direct participant of Euroclear and Clearstream in order to obtain a copy of the Offer to Purchase. The information contained in the Offer to Purchase is incorporated by reference herein. Capitalized terms used herein but not defined shall have the meanings assigned to them in the indenture dated as of May 30, 2014 between, among others, Galapagos S.A. and Deutsche Trustee Company Limited. The Offer was made pursuant to Section 4.10 of the indenture governing the Notes. The Offer expired at 3:00 p.m. (CET) on November 10, 2016. EUR118,555,000 aggregate principal amount of the Floating Rate Notes and EUR72,971,000 aggregate principal amount of the Fixed Rate Notes were tendered post proration in the Offer. As a result, EUR206,445,000 aggregate principal amount of the Floating Rate Notes and EUR127,029,000 aggregate principal amount of the Fixed Rate Notes will remain outstanding. Galapagos S.A. expects to make payment on validly tendered Notes on November 15, 2016. As a result of the successful notes offer, Galapagos S.A. will not redeem any Floating Rates Notes pursuant to the conditional partial optional redemption launched by Galapagos S.A. on October 12, 2016. This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The offer to purchase was made solely by means of the Offer. This release constitutes a public disclosure of inside information pursuant to Article 17 of the EUR Market Abuse Regulation in respect of the Notes issued by Galapagos S.A. This notification was made by Antonios Tzanetis, Galapagos S.A. on November 11, 2016 at 10:30. November 11, 2016 Galapagos S.A. 11.11.2016 The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Galapagos S.A. 2C, rue Albert Borschette L-1246 Luxembourg Grand Duchy of Luxembourg Phone: +352 26 753 0 Fax: E-mail: lechantre@triton-partners.com Internet: ISIN: XS1071411547, XS1072185488, XS1071419524, XS1072194803 WKN: A1ZJ4P Listed: Luxemburg End of Announcement EQS News-Service ---------------------------------------------------------------------------
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