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GlaxoSmithKline PLC — Capital/Financing Update 2017
Sep 8, 2017
5262_rns_2017-09-08_e2fb6e81-8d88-4570-b6d2-d847ff04451b.pdf
Capital/Financing Update
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FINAL TERMS
8 September 2017
GlaxoSmithKline Capital plc
Issue of EUR500,000,000 1.375 per cent. Notes due 12 September 2029
Guaranteed by GlaxoSmithKline plc
under the £15,000,000,000 Euro Medium Term Note Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 3rd August, 2017 which constitutes a base prospectus for the purposes of the Prospectus Directive (the "Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. Copies of such Prospectus are available for viewing and may be obtained from the registered office of the Issuer at 980 Great West Road, Brentford, Middlesex TW8 9GS, U.K. and the Prospectus has been published on the following website: www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
The expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
| 1. | (a) | Issuer: | GlaxoSmithKline Capital plc | ||||
|---|---|---|---|---|---|---|---|
| (b) | Guarantor: | GlaxoSmithKline plc | |||||
| 2. | (a) | Series Number: | 20 | ||||
| (b) | Tranche Number: | 1 | |||||
| (c) | Date on which the Notes shall be consolidated and form a single series: |
Not Applicable | |||||
| 3. | Specified Currency or Currencies: | Euro (EUR) | |||||
| 4. | Aggregate Nominal Amount | EUR500,000,000 | |||||
| 5. | Issue Price: | 99.474 per cent. of the Aggregate Nominal Amount | |||||
| 6. | (a) | Specified Denominations: | EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000. No Notes in definitive form will be issued with a denomination above EUR199,000. |
||||
| (b) | Calculation Amount (in relation to calculation of interest in global form, see Conditions): |
EUR1,000 |
| 7. | (a) | Issue Date: | 12 September 2017 | |||||
|---|---|---|---|---|---|---|---|---|
| (b) | Interest Commencement Date: | Issue Date | ||||||
| 8. | Maturity Date: | 12 September 2029 | ||||||
| 9. | Interest Basis: | 1.375 per cent. Fixed Rate | ||||||
| 10. | Redemption Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. |
||||||
| 11. | Change of Interest: | Not Applicable | ||||||
| 12. | Put/Call Options | Issuer Call | ||||||
| 13. | (a) | Status of the Notes | Senior | |||||
| (b) | Status of the Guarantee | Senior | ||||||
| 14. | Date Board approval for issuance of Notes and Guarantee obtained: |
1 September 2017 |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 15. | Fixed Rate Note Provisions | Applicable | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (a) | Rate(s) of Interest: | 1.375 per cent. per annum payable in arrear on each Interest Payment Date. |
|||||||
| (b) | Interest Payment Date(s): | 12 September in each year up to and including the Maturity Date. |
|||||||
| (c) | Fixed Coupon Amount(s) for Notes in definitive form (and in relation to Notes in global form, see Conditions): |
EUR13.75 per Calculation Amount | |||||||
| (d) | Broken Amount(s) for Notes in definitive form (and in relation to Notes in global form, see Conditions): |
Not Applicable | |||||||
| (e) | Day Count Fraction: | Actual/Actual (ICMA) | |||||||
| (f) | Determination Date(s): | 12 September in each year | |||||||
| (g) | Other terms relating to the method of calculating interest for Fixed Rate Notes: |
Not Applicable | |||||||
| 16. | Floating Rate Note Provisions | Not Applicable |
17. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
| 18. | Issuer Call | Applicable | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (a) | Optional Redemption Date(s): | Any date on or after 12 June 2029 | |||||||
| (b) | Optional Redemption Amount of each Note: |
EUR1,000 per Calculation Amount | |||||||
| (c) | If redeemable in part: | ||||||||
| (i) Minimum Redemption Amount: |
Not Applicable | ||||||||
| (ii) | Maximum Amount: |
Redemption | Not Applicable | ||||||
| 19. | Investor Put | Not Applicable | |||||||
| 20. | Final Redemption Amount of each Note: |
EUR1,000 per Calculation Amount | |||||||
| 21. | Early | Calculation | Redemption Amount Amount payable redemption for taxation reasons or on |
per on |
EUR1,000 per Calculation Amount |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
-
Form of Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event 23. New Global Note: Yes 24. Intended to be held in a manner which would allow Eurosystem eligibility: Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
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Additional Financial Centre(s): London
event of default:
Signed on behalf of the Issuer: Signed on behalf of the Guarantor:
By: VICTORIA WHYTE By: VICTORIA WHYTE
Duly authorised Duly authorised
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from 12 September 2017.
2. RATINGS
| Ratings: | The | Notes | to | be | issued | have | been | rated: |
|---|---|---|---|---|---|---|---|---|
| S & P: | A+ | |||||||
| Moody's: | A2 |
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business.
4. ESTIMATED NET TOTAL EXPENSES
Estimated total expenses: £3,650
5. YIELD (Fixed Rate Notes only)
Indication of yield: 1.423 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
6. OPERATIONAL INFORMATION
- (i) ISIN Code: XS1681520356
- (ii) Common Code: 168152035
- (iii) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): Not Applicable
- (iv) Name(s) and address(es) of the initial paying agent(s): Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB
- (v) Names and addresses of additional Paying Agent(s) (if any): Not Applicable
7. DISTRIBUTION
(i) Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not TEFRA D applicable:
- (ii) U.S. selling restrictions: Reg. S. Compliance Category 2
- (iii) Prohibition of Sales to EEA Retail Investors: Not Applicable