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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. |
- 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