GlaxoSmithKline PLC — Capital/Financing Update 2017

Sep 18, 2017

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FINAL TERMS

8 September 2017

GlaxoSmithKline Capital plc

Issue of EUR1,200,000,000 0.000 per cent. Notes due 12 September 2020

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 $3^{rd}$ 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:	18
	(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		EUR1,200,000,000
5.	Issue Price:		99.958 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 2020
9.		Interest Basis:	0.000 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 1 September 2017 Notes and Guarantee obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.		Fixed Rate Note Provisions	Applicable
	(a)	Rate(s) of Interest:	0.000 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 EUR0 per Calculation Amount Notes in definitive form (and in relation to Notes in global form, see Conditions):
	(d)	Broken Amount(s) for Notes in Not Applicable definitive form (and in relation to Notes in global form, see Conditions):
	(e)	Day Count Fraction:	Actual/Actual (ICMA)
	(f)	Determination Date(s):	12 September in each year
	(g)	Other terms relating to the Not Applicable method of calculating interest for Fixed Rate Notes:
16.		Floating Rate Note Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

18.		Issuer Call		Applicable
	(a) Optional Redemption Date(s):			Any date on or after 12 August 2020
	(b)		Optional Redemption Amount of each Note:	EUR1,000 per Calculation Amount
	(c)		If redeemable in part:
		(i)	Minimum Amount:	Redemption Not Applicable
		(ii)	Maximum Redemption Amount:	Not Applicable
19.	Investor Put			Not Applicable
20.	Note:			Final Redemption Amount of each EUR1,000 per Calculation Amount
21.	Early	Calculation	Redemption Amount per Amount payable on redemption for taxation reasons or on	EUR1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

• 1. Form of Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
• 1. New Global Note: Yes
• 1. Intended to be held in a manner which would allow Eurosystem eligibility:

event of default:

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.

Additional Financial Centre(s): 25. London Signed on behalf of the Issuer:

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Signed on behalf of the Guarantor:

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À.

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0012034-0004574 IOM(28093054.6

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PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $\mathbf{1}$ .

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.

$\overline{2}$ . RATINGS

Ratings:	$S & P A+$	The Notes to be issued have been rated:
		Moody's:	AA 2

$3.$ 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.

$\overline{4}$ . ESTIMATED NET TOTAL EXPENSES

Estimated total expenses: £3,650

$5₁$ YIELD (Fixed Rate Notes only)

Indication of yield: 0.014 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:	XS1681518962
(ii)	Common Code:	168151896
(iii)	Any clearing system(s) other Not Applicable than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):
(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 Not Applicable additional Paying Agent(s) (if any):

7. DISTRIBUTION

(i)				Whether TEFRA D or TEFRAD
		TEFRA C rules applicable
	$\alpha$ r	TEFRA rules not

applicable:

• $(ii)$ U.S. selling restrictions: Reg. S. Compliance Category 2
• $(iii)$ Prohibition of Sales to EEA Not Applicable Retail Investors: