GlaxoSmithKline Capital PLC Final results of outstanding Notes Tender Offer

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RNS Number : 5044G

GlaxoSmithKline Capital PLC

15 November 2022

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR MAY QUALIFY AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

GlaxoSmithKline Capital plc announces results of tender offers for its outstanding Notes ( the Notes and each a Series) listed in the table below, in each case guaranteed by GSK plc (GSK)

15 November 2022.

GlaxoSmithKline Capital plc (the Offeror) announces today the results of its invitation to holders of its outstanding Notes to tender their Notes for purchase by the Offeror for cash (each, an Offer and together, the Offers). The Offeror announced the indicative results of the Offers earlier today.

The Offers were announced on 8 November 2022 and were made on terms and subject to the conditions contained in the tender offer memorandum dated 8 November 2022 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Results of the Offers

The Offeror announces that it will accept for purchase in cash an aggregate nominal amount of the Notes validly tendered pursuant to the Offers equal to GBP1,593,679,000. The final results of the Offers are as follows:

 
 Notes     Description of     ISIN / Common      Aggregate          Series         Scaling      Purchase     Purchase       Accrued 
              the Notes           Code        nominal amount      Acceptance        Factor     Yield (per   Price (per      Interest 
                                                 of Notes           Amount           (per        cent.)       cent.)      Payment (per 
                                                 tendered                           cent.)                                 GBP1,000) 
-------  ------------------  --------------  ----------------  ----------------  -----------  -----------  -----------  --------------- 
           GBP600,000,000 
           3.375 per cent. 
  2027       Notes due 20     XS0866588527                                           Not 
  Notes     December 2027      / 086658852    GBP292,230,000    GBP292,230,000    Applicable     4.388        95.460        GBP30.70 
          GBP1,000,000,000 
           5.250 per cent. 
  2033       Notes due 19     XS0140516864 
  Notes     December 2033      / 014051686    GBP734,199,000    GBP350,051,000      47.700       4.238       108.875        GBP21.66 
  2039     GBP700,000,000     XS0350820931    GBP409,561,000         GBP0           0.000         Not          Not       Not Applicable 
 Notes     6.375 per cent.     / 035082093                                                     Applicable   Applicable 
          Notes due 9 March 
                2039 
          GBP1,000,000,000 
           5.250 per cent. 
  2042       Notes due 10     XS0294624373                                           Not 
  Notes       April 2042       / 029462437    GBP522,184,000    GBP522,184,000    Applicable     4.495       109.604        GBP31.79 
           GBP800,000,000 
           4.250 per cent. 
  2045       Notes due 18     XS0866596975                                           Not 
  Notes     December 2045      / 086659697    GBP429,214,000    GBP429,214,000    Applicable     4.415        97.639        GBP38.89 
 

General

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 17 November 2022.

Following the Settlement Date, GBP307,770,000 in aggregate nominal amount of the 2027 Notes will remain outstanding, GBP649,949,000 in aggregate nominal amount of the 2033 Notes will remain outstanding, GBP700,000,000 in aggregate nominal amount of the 2039 Notes will remain outstanding, GBP477,816,000 in aggregate nominal amount of the 2042 Notes will remain outstanding and GBP370,786,000 in aggregate nominal amount of the 2045 Notes will remain outstanding.

The Dealer Managers (in respect of the Offers as made to Relevant Noteholders)

BNP Paribas

16, boulevard des Italiens

75009 Paris

France

Telephone: [phone]

Attention: Liability Management Group

Email: [e-mail]

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Telephone: [phone]

Attention: EMEA Liability Management Group

Email: [e-mail]

The Offeror

GlaxoSmithKline Capital plc

980 Great West Road

Brentford

Middlesex TW8 9GS

United Kingdom

Email: [e-mail]

The Tender Agent

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: David Shilson

Email: [e-mail]

Website: https://deals.is.kroll.com/gsk

This announcement contains information that qualifies or may qualify as inside information. The person responsible for arranging the release of this announcement on behalf of GlaxoSmithKline Capital plc is Victoria Whyte, Company Secretary.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, GSK, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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November 15, 2022 10:53 ET (15:53 GMT)