6 May 2016
NOTICE OF ACCESSION OF GUARANTORS
Hikma Pharmaceuticals Public Limited Company
(the "Issuer")
Notice to the holders of the outstanding
U.S.$500,000,000 4.25 per cent. Guaranteed Notes due 2020 (ISIN: XS1213834978)
(the "Notes")
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) (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 29 April 2016 each of the subsidiaries of the Issuer listed in the Schedule to this Notice has, in each case, pursuant to an accession deed of guarantee dated 29 April 2016 (each an "Accession Deed of Guarantee") and an accession deed of covenant dated 29 April 2016, 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 (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 Original 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 each Accession Deed of Guarantee (and the documents described therein) are available for inspection at the office of Hikma Pharmaceuticals Public Limited Company.
Schedule
Name of New Guarantor |
Registration |
Address |
Roxane Laboratories, Inc. (entity number E0034412005-8) |
Registered in the state of Nevada |
1809 Wilson Road
Columbus OH 43228
United States |
West-Ward Columbus Inc (file number 863458) |
Registered in the state of Delaware |
