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GlaxoSmithKline PLC — Capital/Financing Update 2023
Dec 20, 2023
5262_prs_2023-12-20_f13cebbb-0b02-4118-9e76-23dd98323b19.pdf
Capital/Financing Update
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SUPPLEMENT DATED 20TH DECEMBER, 2023 TO THE PROSPECTUS DATED 8 TH AUGUST, 2023

G S K p l c
(incorporated in England and Wales with limited liability under registered number 3888792)
GlaxoSmithKline Capital plc
(incorporated in England and Wales with limited liability under registered number 2258699)
GSK Capital K.K.
(incorporated with limited liability in Japan under registered number 0110-01-117664)
GSK Capital B.V.
(incorporated with limited liability in the Netherlands under registered number 81761198)
£20,000,000,000
Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed in the case of Notes issued by
GlaxoSmithKline Capital plc, GSK Capital K.K. and GSK Capital B.V. by
GSK plc
(incorporated in England and Wales with limited liability under registered number 3888792)
This supplement (the "Supplement", which definition shall also include all information incorporated by reference herein) to the prospectus dated 8 th August, 2023 (the "Prospectus", which definition includes all information incorporated by reference therein) constitutes a supplementary prospectus for the purposes of Article 23 of Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") and is prepared in connection with the £20,000,000,000 Euro Medium Term Note Programme (the "Programme") of GSK plc, GlaxoSmithKline Capital plc ("GSK Capital plc"), GSK Capital K.K. and GSK Capital B.V. (together, the "Issuers" and each an "Issuer"). The payment of all amounts owing in respect of Notes issued under the Programme by GSK Capital plc, GSK Capital K.K. and GSK Capital B.V. will be unconditionally and irrevocably guaranteed by GSK plc (the "Guarantor").
Terms defined in the Prospectus have the same meaning when used in this Supplement.
This Supplement has been approved by the United Kingdom's Financial Conduct Authority (the "FCA"), in its capacity as competent authority for the purposes of the UK Prospectus Regulation, as a supplement to the Prospectus. This Supplement together with the Prospectus comprises a base prospectus for the purposes of Article 8 of the UK Prospectus Regulation.
Each Issuer and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge and belief of each Issuer and the Guarantor, the information contained in this Supplement is in accordance with the facts and this Supplement does not omit anything likely to affect the import of such information. No other person has authorised or is responsible for the whole or any part of this Supplement or has any liability with respect to it.
This Supplement is supplemental to, updates, must be read in conjunction with, and forms part of, the Prospectus and other supplements to the Prospectus (if any) issued by the Issuers and the Guarantor.
Other than in relation to the document which is deemed to be incorporated by reference, the information on the website to which this Supplement refers does not form part of this Supplement and has not been scrutinised or approved by the FCA.
The purpose of this Supplement is to incorporate by reference into the Prospectusthe September Interim 2023 Financial Information (as defined below).
Document Incorporated by Reference
Pages 25 to 54 (inclusive) (excluding the paragraph titled "2023 guidance" and the section titled "Assumptions related to 2023 guidance" on page 52) of the press release dated 1 st November, 2023 (which can be accessed from the following hyperlink: https://www.gsk.com/media/10667/q3-2023\_31-october\_final.pdf) containing (i) the unaudited interim condensed financial information of the Group for the three month period ended 30th September, 2023 and the nine month period ended 30th September, 2023 on pages 25 to 42 (inclusive) and pages 51 to 52 (inclusive), (ii) the auditors' review report in relation thereto on pages 53 to 54 (inclusive) and (iii) customary quarterly commentary in relation to the Group's research and development on pages 43 to 50 (inclusive) (the "September Interim 2023 Financial Information"), which has been previously published and has been filed with the FCA, shall be deemed to be incorporated in, and to form part of, this Supplement and, by virtue of this Supplement, shall be deemed to be incorporated in, and to form part of, the Prospectus.
Any documents themselves incorporated by reference in the September Interim 2023 Financial Information shall not form part of this Supplement.
Copies of this Supplement and the September Interim 2023 Financial Information incorporated by reference herein have been filed with Morningstar plc (appointed by the FCA to act as the National Storage Mechanism), and are available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Additional Information
The first paragraph under the sub-heading "Significant or Material Change" on page 101 of the Prospectus shall be deemed to be deleted in its entirety and replaced with the following text:
"There has been no significant change in the financial performance or the financial position of (i) GSK plc or the Group since 30th September, 2023 and (ii) GSK Capital plc since 30th June, 2023, and there has been no material adverse change in the prospects of GSK plc, the Group or GSK Capital plc since 31st December, 2022."
The second paragraph under the sub-heading "Litigation" on page 101 of the Prospectus shall be deemed to be deleted in its entirety and replaced with the following text:
"Save as disclosed in (i) Note 14, "Taxation", to the Financial Statements set out on pages 204 to 206 (inclusive) of the Group's Annual Report 2022, (ii) Note 47, "Legal proceedings", to the Financial Statements set out on pages 265 to 267 (inclusive) of the Group's Annual Report 2022, (iii) "Legal matters" set out on page 35 of the June Interim 2023 Financial Information and (iv) "Legal matters" set out on page 37 of the September Interim 2023 Financial Information (which are, in each case, incorporated by reference in the Prospectus), there are no governmental, legal or arbitration proceedings, including any which are pending or threatened, of which the Issuers or the Guarantor are aware, which may have, or have had during the 12 months prior to the date of this Prospectus or in the recent past, a significant effect on the financial position or profitability of any of GSK plc and/or GSK Capital plc and/or GSK Capital K.K. and/or GSK Capital B.V. and/or the Group."
To the extent there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in, or incorporated by reference in, the Prospectus prior to the date of this Supplement, the statements in (a) above will prevail.
Save as disclosed in this Supplement and the Prospectus, none of the Issuers and the Guarantor is aware of any other significant new factor, material mistake or material inaccuracy relating to information included in the Prospectus which is capable of affecting an informed assessment by investors of Notes issued under the Programme since the publication of the Prospectus.