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GlaxoSmithKline PLC Capital/Financing Update 2023

Sep 19, 2023

5262_rns_2023-09-19_ad85a8b6-59d5-4d88-92e9-82c01f025a58.pdf

Capital/Financing Update

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CONFORMED COPY

UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the 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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA")("UK MiFIR"); 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 "UK distributor") should take into consideration the manufacturer's target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

19th September, 2023

GlaxoSmithKline Capital plc

(Legal Entity Identifier: 549300U0LV41VX7LEP38)

Issue of ¥42,500,000,000 0.883 per cent. Notes due 21 September 2028

Guaranteed by GSK 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 8 th August, 2023 which constitutes a base prospectus for the purposes of the UK Prospectus Regulation (the "Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK 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 "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the EUWA.

1. (a) Issuer: GlaxoSmithKline Capital plc
(b) Guarantor: GSK plc
2. (a) Series Number: 30
(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: Japanese Yen ("¥")
4. Aggregate Nominal Amount: ¥42,500,000,000
5. Issue Price: 100.00
per cent. of the Aggregate Nominal Amount
6. (a)
Specified Denominations:
¥100,000,000
(b) Calculation Amount (in relation
to calculation of interest in
global form, see Conditions):
¥100,000,000
7. (a) Issue Date: 21st September,
2023
(b) Interest Commencement Date: Issue Date
8. Maturity Date: 21st September,
2028
9. Interest Basis: 0.883
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 100.00
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 th September,
th September,
8
2023
and 8
2023, respectively
  1. Date Board approval for issuance of Notes and Guarantee obtained: 8 th September, 2023 and 8

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions Applicable
(a)
Rate(s) of Interest:
0.883
per cent. per annum payable in arrear on each Interest
Payment Date.
(b) Interest Payment Date(s): 21st March
and 21st September
in each year, commencing on
21st March,
2024
up to and including the Maturity Date.
(c) Fixed Coupon Amount(s) for
Notes in definitive form (and in
relation to Notes in global form,
see Conditions):
¥441,500
per Calculation Amount
(d) Broken Amount(s) for Notes in
definitive form (and in relation
to Notes in global form, see
Conditions):
Not Applicable
(e) Day Count Fraction: 30/360
(f) Determination Date(s): Not Applicable
(g) Other terms relating
method of calculating interest
for Fixed Rate Notes:
to the Not Applicable
16. Floating Rate Note Provisions Not Applicable
  1. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

18. Issuer Call Not Applicable
19. Issuer Residual Call Not Applicable
20. Make-Whole Redemption by the Issuer Not Applicable
21. Issuer Maturity Call Not Applicable
22. Investor Put Not Applicable
23. Final Redemption Amount of each
Note:
¥100,000,000
per Calculation Amount
24. Early
Redemption
Amount
per
Calculation
Amount
payable
on
redemption for taxation reasons or on
event of default:
¥100,000,000
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: No
27. Intended to be held in a manner which
would allow Eurosystem eligibility:
No
28. Additional Financial Centre(s): London

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

By: CHRISTOPHER DIBBEN By: CHRISTOPHER DIBBEN

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 Main Market with effect from 21st September, 2023.

2. RATINGS

Ratings: The Notes to be issued are expected to be rated: S&P: A

Moody's: A2

Each of S&P Global UK Limited ("S&P") and Moody's Investors Service Limited ("Moody's") is established in the United Kingdom and is registered under Regulation (EC) No. 1060/2009 (the "EU CRA Regulation") as it forms part of domestic law of the United Kingdom by virtue of the EUWA.

S&P and Moody's are not established in the European Economic Area and have not applied for registration under the EU CRA Regulation. Their ratings are expected to be endorsed by S&P Global Ratings Europe Limited and Moody's Deutschland GmbH, respectively, in accordance with the EU CRA Regulation. Moody's Deutschland GmbH and S&P Global Ratings Europe Limited are established in the European Economic Area and registered under the EU CRA Regulation.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its 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 respective affiliates in the ordinary course of business.

4. ESTIMATED NET TOTAL EXPENSES

Estimated total expenses: £6,550

5. ESTIMATED NET AMOUNT OF PROCEEDS

Estimated net Amount of Proceeds: ¥42,415,000,000

6. YIELD

Indication of yield: 0.883 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.

7. OPERATIONAL INFORMATION

(i) ISIN Code: XS2690015008

(ii) Common Code: 269001500
(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 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,
United Kingdom
(vii) Names
and
addresses
of
additional Paying Agent(s)
(if any):
Not Applicable
8. DISTRIBUTION
(i) Method of distribution: Non-syndicated
(ii) If non-syndicated, name of
Dealer:
Mizuho International plc
(iii) Whether
TEFRA
D
or
TEFRA C rules applicable or
TEFRA rules not applicable:
TEFRA D
(iv) US Selling Restrictions: Reg. S. Compliance Category 2; TEFRA D
(v) Prohibition of sales to EEA
Retail Investors:
Not Applicable

(vi) Prohibition of sales to United Kingdom Retail Investors: Not Applicable