EQS-Ad-hoc: Galapagos S.A. / Key word(s): Personnel/Insolvency
Galapagos S.A.: NOTICE
25-Aug-2019 / 17:15 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*NOTICE*
*Galapagos S.A.*
_Effective Place of Management:_
Cecilienallee 7
40474 Düsseldorf
Germany
*Senior Secured Floating Rate Notes due 2021
ISIN Code: XS1071411547 / XS1072185488
5.375% Senior Secured Fixed Rate Notes due 2021
ISIN Code: XS1071419524 / XS1072194803*
Düsseldorf - 16:30 pm CET, 23 August 2019
Galapagos S.A. (the "*Company*") announces that it received at its
registered office on Friday 23 August 2019 a notification that, as part of
the enforcement of a Luxembourg law governed share pledge agreement over the
shares in the Company, UniCredit Bank AG, London Branch as security agent
exercised its voting rights in relation to the shares in the Company and
dismissed Mr Matthew Charles Turner, class A director (_administrateur de
catégorie A_) and Mr John Samuel Keen, class B director (_administrateur de
catégorie B_), as directors (_administrateurs_) with effect as of the date
hereof and appointed Mr Jan Bayer as sole director of the Company, with
effect as of the date hereof, until the general meeting of shareholders
convened to approve the Company's annual accounts for the financial year
2019.
The head office, the principal place of business and the effective place of
management of the Company is now located in Düsseldorf, Germany. Please take
note that the Company's address for all notices or communications,
effectively immediately, will therefore be changed from:
20 Davis Way
Newgate Lane
Fareham
Hampshire
PO14 1AR
United Kingdom
to:
Cecilienallee 7
40474 Düsseldorf
Germany
Attn: Jan D. Bayer
The registered address will until further notice remain at 2c Rue Albert
Borschette, L-1246 Luxembourg.
Furthermore, the Company today filed an application for the initiation of
insolvency proceedings with the competent Local Court of Düsseldorf due to
pending illiquidity and over-indebtedness (the "*German Proceedings*").
By way of order of 23 August 2019, 2:15 CET the Local Court of Düsseldorf
has appointed Dr. Frank Kebekus as the preliminary insolvency administrator
of the assets of the Company and, inter alia, ordered that no enforcement
over the shares in, and the preferred equity certificates of, Galapagos
BidCo S.à r.l. may occur (section 21 subsection 2 S.1 No. 5 German
Insolvency Code (InsO)) for the duration of preliminary insolvency
proceedings.
The Company also announces that it no longer envisages implementing the
Transaction previously announced, and as defined in, the Company's
announcement published on 7 June 2019.
This morning the Company withdrew its instructions to its counsel to proceed
with the application in the English High Court and opposed the making of any
administrative order in the English High Court and understands that these
proceedings have been overtaken by the order referred to above.
The German Proceedings and the Application are in respect of the Company
only. None of the Company's subsidiaries has applied or, as far as the
Company is aware, anticipates applying for such or similar proceedings and
the Company does not expect either the German Proceedings or the Application
to affect the underlying operating businesses of Kelvion and ENEXIO, which
will continue as previously.
To contact Galapagos S.A. please write to the above address FAO: Jan Bayer
Telephone: +49 211 518 9890 / +49 172 656 8153
Email: jbayer@bayerlaw.de
****************
For further information, please contact:
Jan Bayer
Telephone: +49 211 518 9890 / +49 172 656 8153
Email: jbayer@bayerlaw.de
****************
_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._
****************
25-Aug-2019 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Corporate News and Press Releases.
Archive at www.dgap.de/international
Language: English
Company: Galapagos S.A.
Cecilienallee 7
40474 Düsseldorf
Germany
ISIN: XS1071411547, XS1072185488, XS1071419524, XS1072194803
WKN: A1ZJ4P
Listed: Foreign Exchange(s) Luxembourg Stock Exchange
EQS News ID: 862677
End of Announcement EQS News Service
862677 25-Aug-2019 CET/CEST
(END) Dow Jones Newswires
August 25, 2019 11:15 ET (15:15 GMT)
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