Galapagos S.A.
Galapagos S.A.: Notice
EQS-News: Galapagos S.A. / Key word(s): Miscellaneous Galapagos S.A. Galapagos S.A. Announces Receipt of Required Consents to its Consent Solicitation Relating to its Senior Secured Floating Rate Notes due 2021 and 5.375% Senior Secured Fixed Rate Notes due 2021 (together, the “Notes“) FAREHAM, England – August 22, 2019 Galapagos S.A. (the “Issuer“) announced today that it commenced a solicitation (the “Solicitation“) for consents (the “Consents“) from holders of the Notes (the “Holders“) to approve amendments (the “Proposed Amendments“) to the indenture relating to the Notes (as amended or supplemented from time to time, the “Indenture“) and the global notes representing the Notes to provide, among other things, that Events of Default (as defined in the Indenture) that would result from the commencement of certain voluntary and involuntary insolvency proceedings with respect to the Issuer would not result in the acceleration of the Notes unless GLAS Trustees Limited, as trustee for the Notes (the “Trustee“) had received written notice from Holders of not less than a majority in aggregate principal amount of then outstanding Notes requesting the Trustee to declare all of the Notes to be due and payable immediately. No consent fee was offered to Holders in connection with the Solicitation. The Solicitation was commenced after the close of business of August 20, 2019. Adoption of the Proposed Amendments required the Consents of the Holders of a majority in aggregate principal amount of the Notes then outstanding under the Indenture (such consent, the “Required Consents“). At 9:15 p.m., London time, on August 21, 2019, GLAS Specialist Services Limited, the Information and Tabulation Agent in connection with the Solicitation, certified to the Issuer that it had received the Required Consents to the Proposed Amendments. Upon obtaining the Required Consents, the Issuer gave notice to the Trustee that the Required Consents had been received (such time, the “Effective Time“), as a result of which the Proposed Amendments became effective. At the Effective Time, the Issuer, the Trustee, and GLAS Trust Corporation Limited, as security agent (the “Security Agent“), executed a supplemental indenture to the Indenture dated August 21, 2019 (the “Supplemental Indenture“), as a result of which the Proposed Amendments became operative. The Solicitation’s expiration time was 12:00 p.m., London time, on August 22, 2019 (the “Expiration Time“). Since the Effective Time has now occurred, the Issuer, the Trustee and the Security Agent have entered into the Supplemental Indenture and the Proposed Amendments have become operative, Holders will no longer be able to revoke their Consents, and each present and future Holder will be bound by the Proposed Amendments whether or not such Holder delivered a Consent. As a result, the Issuer has decided to terminate the Solicitation prior to the Expiration Time, with immediate effect, and Holders are no longer requested to submit their Consents to the Proposed Amendments. Any Consents submitted after this announcement has been made public will not be counted. For further information, contact the Information and Tabulation Agent at LM@glas.agency (Attn: Liability Management – Mangrove) or +44 (0) 20 3597 2940. This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a Solicitation of Consents of Holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of the Issuer or its affiliates in any jurisdiction. The Solicitation has expired and was available only to (1) qualified institutional buyers (within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended) and (2) non-U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) outside the United States. The Notes are listed on the Official List of the Luxembourg Stock Exchange and traded on the Luxembourg Stock Exchange’s Euro MTF market. Forward Looking Statements This release includes forward looking statements. Such statements are generally not historical in nature, and specifically include statements about the Issuer’s plans, strategies, business prospects, changes and trends in its business and the markets in which it operates. These statements are made based upon management’s current plans, expectations, assumptions and beliefs concerning future events impacting the Issuer and therefore involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, which speak only as of the date of this news release. Consequently, no forward-looking statement can be guaranteed. The Issuer undertakes no obligation to update any forward looking statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. **************** For further information, please contact: Galapagos Investor Relations **************** 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 and existing 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. ****************
22.08.2019 Dissemination of Corporate News, transmitted by EQS – a service of EQS Group AG. |
Language: | English |
Company: | Galapagos S.A. |
20 Davis Way, Newgate Lane | |
PO14 1AR Fareham, Hampshire | |
United Kingdom | |
Phone: | +44 1329 822200 |
E-mail: | luke.davies@galapagos-sa.co.uk |
ISIN: | XS1071411547, XS1072185488, XS1071419524, XS1072194803 |
WKN: | A1ZJ4P |
Listed: | Foreign Exchange(s) Luxembourg Stock Exchange |
EQS News ID: | 861911 |
End of News | EQS News Service |