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GlaxoSmithKline PLC Capital/Financing Update 2018

May 17, 2018

5262_rns_2018-05-17_486625ed-b826-47eb-93d0-b2bd015f1bc5.pdf

Capital/Financing Update

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IMPORTANT NOTICE IN RELATION TO THE ISSUANCE OF THE EUR750,000,000 FLOATING RATE NOTES DUE 21 MAY 2020

This Important Notice relates to the Final Terms dated 17 May 2018 (the "Final Terms") in respect of the issue of the EUR750,000,000 Floating Rate Notes due 21 May 2020 (ISIN: XS1822824642) (the "Notes") by GlaxoSmithKline Capital plc and guaranteed by GlaxoSmithKline plc under the £15,000,000,000 Euro Medium Term Note Programme. This Important Notice has not been reviewed or approved by any competent authority for the purposes of Directive 2003/71/EC (and amendments thereto) (the "Prospectus Directive") or otherwise and does not form part of the Final Terms for the purposes of the Prospectus Directive. However, for all other purposes this Important Notice must be read in conjunction with the Final Terms. Words and expressions which have a defined meaning in the Final Terms have the same meaning in this Important Notice.

MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

FINAL TERMS

17 May 2018

GlaxoSmithKline Capital plc

Issue of EUR750,000,000 Floating Rate Notes due 21 May 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 3rd August, 2017 and the supplement dated 11 May 2018 which together constitute 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: 21
(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: EUR750,000,000
5. Issue Price: 100.460
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
EUR1,000

global form, see Conditions):

7. (a) Issue Date: 21
May 2018
(b) Interest Commencement Date: Issue Date
8. Maturity Date: The Specified Interest Payment Date falling in or nearest to
21
May 2020
9. Interest Basis: 3
month EURIBOR + 0.20
per cent. Floating 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 Not Applicable
13. (a) Status of the Notes Senior
(b) Status of the Guarantee Senior
14. Date Board approval for issuance of
Notes and Guarantee obtained:
10
May
2018

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions Not Applicable
16. Floating Rate Note Provisions Applicable
(a) Specified Period(s): Not Applicable
(b) Specified
Interest
Payment
Dates:
Quarterly on 21
August, 21
November. 21
February and 21
May in each year, from (and including) the First Interest
Payment Date to (and including) the Maturity Date, subject
to adjustment in accordance with
Business Day Convention
set out in (d) below.
(c) First Interest Payment Date: 21 August 2018
(d)
Business Day Convention:
(e)
Additional Business Centre(s):
Modified Following Business Day Convention/ Preceding
Business Day Convention
London
and TARGET2 System
(f) Manner in which the Rate of
Interest and Interest Amount is
to be determined:
Screen Rate Determination
(g) Party responsible for calculating
the
Rate
of
Interest
and/or
Interest
Amount
(if
not
the
Agent):
Not Applicable

(h) Screen Rate Determination:

Reference Rate: 3
month EURIBOR
Relevant Financial Centre: Brussels
Interest
Determination
Date(s):
The second day on which the TARGET2 System is open
prior to the start of each Interest Period
Relevant Screen Page: Reuters
EURIBOR01
(i) ISDA Determination Not Applicable
(j) Margin(s): +
0.20
per cent. per annum
(k) Minimum Rate of Interest: 0.00 per cent. per annum
(l) Maximum Rate of Interest: Not Applicable
(m) Day Count Fraction: Actual/360
17. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

18. Issuer Call Not Applicable
19. Investor Put Not Applicable
20. Final Redemption Amount of each
Note:
EUR1,000
per Calculation Amount
21. Early
Redemption
Amount
per
Calculation
Amount
payable
on
redemption for taxation reasons or on
event of default:
EUR1,000
per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22. 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.
  1. Additional Financial Centre(s): London

Signed on behalf of the Issuer: Signed on behalf of the Guarantor:

By: SARAH-JANE CHILVER-STAINER By: SARAH-JANE CHILVER-STAINER

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 21 May 2018.

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 Bookrunners, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Bookrunners 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: £4,560

5. YIELD (Fixed Rate Notes only)

Indication of yield: Not Applicable

6. OPERATIONAL INFORMATION

  • (i) ISIN Code: XS1822824642
  • (ii) Common Code: 182282464
  • (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 applicable: TEFRA D

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