GlaxoSmithKline PLC — Capital/Financing Update 2019

Sep 19, 2019

FINAL TERMS

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, 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.

19 September 2019

GlaxoSmithKline Capital plc

(Legal Entity Identifier: 549300U0LV41VX7LEP38)

Issue of EUR1,500,000,000 Floating Rate Notes due 23 September 2021

Guaranteed by GlaxoSmithKline plc

under the £20,000,000,000 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 2 August, 2019 which constitutes a base prospectus for the purposes of the Prospectus Regulation (the "Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8.5 of the Prospectus Regulation and must be read in conjunction with the Prospectus in order to obtain all the relevant information. 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 Regulation" means Regulation (EU) 2017/1129.

1.	(a)	Issuer:	GlaxoSmithKline Capital plc
	(b)	Guarantor:	GlaxoSmithKline plc
2.	(a)	Series Number:	24
	(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:		EUR1,500,000,000

5.	Issue Price:		100.650 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:	23 September 2019
	(b)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		Specified Interest Payment Date falling on or nearest to 23 September 2021
9.	Interest Basis:		3-month EURIBOR + 0.60 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 of Board approval for issuance of Notes and Guarantee obtained:		13 September 2019

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 23 December, 23 March, 23 June and 23 September in each year, subject to adjustment in accordance with Business Day Convention set out in (d) below.
	(c)	First Interest Payment Date:	23 December 2019
	(d)	Business Day Convention:	Modified Following Business Day Convention.
	(e)	Additional Business Centre(s):	London and TARGET 2 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:	Applicable
		• Reference Rate:	3-month EURIBOR
		• Relevant Financial Centre:	Brussels
		• Interest Determination Date(s):	The second day on which the TARGET 2 System is open prior to the start of each Interest Period.
		• Relevant Screen Page:	Reuters EURIBOR01
	(i)	ISDA Determination:	Not Applicable
	(j)	Margin(s):	+0.60 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

Issuer Call	Not Applicable
Issuer Residual Call	Not Applicable
Make-Whole Redemption by the Issuer	Not Applicable
Issuer Maturity Call	Not Applicable
Investor Put	Not Applicable
Final Redemption Amount of each Note:	EUR1,000 per Calculation Amount
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

25.	Form of Notes:	Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
26.	New Global Note:	Yes
27.	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.
28.	Additional Financial Centre(s):	London

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

Duly authorised Duly authorised

Sarah-Jane HALL GROUP TREASURER

By: /s/ SARAH-JANE HALL By: /s/ SARAH-JANE HALL

Sarah-Jane HALL GROUP TREASURER

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 23 September 2019.

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: £4,790

5. ESTIMATED NET AMOUNT OF PROCEEDS

Estimated net Amount of Proceeds: EUR1,507,875,000

6. OPERATIONAL INFORMATION

(i)	ISIN Code:	XS2054626358
(ii)	Common Code:	205462635
(iii)	CFI:	See the website of the Association of National Numbering Agencies (ANNA) or alternatively, sourced from the responsible National Numbering Agency that assigned the ISIN
(iv)	FISN:	See the website of the Association of National Numbering Agencies (ANNA) or alternatively, sourced from the responsible National Numbering Agency that assigned the ISIN
(v)	Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):	Not Applicable
(vi)	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

(vii) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

7. DISTRIBUTION

• (i) Method of distribution: Syndicated
• (ii) If syndicated:

	(A) Names of Managers:	BNP Paribas Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch Morgan Stanley & Co. International plc Barclays Bank PLC Citigroup Global Markets Limited Goldman Sachs International HSBC Bank plc
		J.P. Morgan Securities plc Merrill Lynch International Mizuho International plc Standard Chartered Bank
	(B) Stabilisation Manager(s) (if any):	Deutsche Bank AG, London Branch
(iii)	If non-syndicated, name of Dealer:	Not Applicable
(iv)	Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable:	TEFRA D
(v)	US Selling Restrictions:	Reg. S. Compliance Category 2
(vi)	Prohibition of Sales to EEA Retail Investors:	Not Applicable