10 September 2019
NOTICE OF ACCESSION OF GUARANTOR
Hikma Pharmaceuticals Public Limited Company
Notice to the holders of the outstanding
U.S.$500,000,000 4.25 per cent. Guaranteed Notes due 2020 (ISIN: XS1213834978)
The Issuer refers to (i) the terms and conditions of the Notes (the "Conditions") set out in the prospectus dated 8 April 2015 relating to the Notes and (ii) a deed of guarantee dated 10 April 2015 between the Issuer and Arab Pharmaceutical Manufacturing PSC, Eurohealth (USA), Inc., Hikma Farmacêutica (Portugal) S.A., Hikma Pharmaceuticals LLC and West-Ward Pharmaceutical Corp. (together, the "Original Guarantors") in favour of the Holders and the Relevant Account Holders (each as defined therein) as modified by the accession letters executed on 29 April 2016 by (i) Roxane Laboratories Inc.; and (ii) West-Ward Columbus Inc.; and the accession letter executed on 21 August 2017 by Hikma Pharmaceuticals International Limited (formerly known as West-Ward Pharmaceuticals International Limited) (as further amended and supplemented from time to time) (the "Deed of Guarantee").
Capitalised terms used in this Notice and not defined herein shall have the meanings set out in the Conditions and the Deed of Guarantee.
NOTICE IS HEREBY GIVEN that, pursuant to and in compliance with the provisions of Condition 5.7 (Guarantor Group) and the Deed of Guarantee, as of 5 September 2019, the entity listed in the Schedule to this Notice (who is an indirect wholly-owned subsidiary of the Issuer) has, pursuant to an accession deed of guarantee dated 5 September 2019 (the "Accession Deed of Guarantee") and an accession deed of covenant dated 5 September 2019, become a Guarantor and agreed to:
(i) perform and observe all the obligations expressed to be undertaken by a Guarantor under the Conditions, the Deed of Guarantee, a deed of covenant between the Issuer and the Original Guarantors dated 10 April 2015 as modified by the accession letters executed on 29 April 2016 by (i) Roxane Laboratories Inc.; and (ii) West-Ward Columbus Inc.; and the accession letter executed on 21 August 2017 by Hikma Pharmaceuticals International Limited (formerly known as West-Ward Pharmaceuticals International Limited) (as further amended and supplemented from time to time) (the "Deed of Covenant") and a fiscal agency agreement between, among others, the Issuer, the Original Guarantors and Citbank, N.A. London Branch dated 10 April 2015 ("the Fiscal Agency Agreement"), and each agrees that it shall be bound by the Conditions, the Deed of Guarantee, the Deed of Covenant and the Fiscal Agency Agreement in all respects as if it had been an original party thereto; and
(ii) jointly and severally with all the Guarantors, unconditionally and irrevocably guarantee the payment of all sums expressed to be payable by the Issuer in respect of the Notes to Holders and Relevant Account Holders.
Copies of the Accession Deed of Guarantee (and the documents described therein) are available for inspection at the office of Hikma Pharmaceuticals Public Limited Company.
For enquiries or further information please contact:
Hikma Pharmaceuticals PLC
Name of New Guarantor
Hikma Pharma S.A.E
Registered in Egypt
2nd Industrial Zone, Plot No. 1
6th October City, Giza, Egypt
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.