TIDMAG99 TIDMGSK
RNS Number : 3758G
GlaxoSmithKline Capital PLC
15 November 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIES OR MAY QUALIFY AS INSIDE INFORMATION WITHIN THE MEANING
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING
PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE
ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES)
OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
15 November 2022
GlaxoSmithKline Capital plc announces indicative results of
tender offers for its outstanding Notes ( the Notes and each a
Series) listed in the table below, in each case guaranteed by GSK
plc (GSK)
GlaxoSmithKline Capital plc (the Offeror) announces today
indicative results of its invitation to holders of its outstanding
Notes to tender their Notes for purchase by the Offeror for cash
(each, an Offer and together, the Offers) in an aggregate nominal
amount of up to the Maximum Acceptance Amount (such amount being
subject to the right of the Offeror to increase or decrease it in
its sole and absolute discretion),
The Offers were announced on 8 November 2022 and were made on
terms and subject to the conditions contained in the tender offer
memorandum dated 8 November 2022 (the Tender Offer Memorandum). C
apitalised terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum.
Indicative Results of the Offers
The Offeror announces that the indicative results of the Offers
are as follows:
Notes Description of the ISIN / Common Code Aggregate nominal Expected Series Indicative Scaling
Notes amount of Notes Acceptance Amount Factor
tendered (per cent.)
------------ ------------------- -------------------- ------------------- ------------------- -------------------
2027 Notes GBP600,000,000 XS0866588527 / GBP292,230,000 GBP292,230,000 Not Applicable
3.375 per cent. 086658852
Notes due 20
December 2027
GBP1,000,000,000
5.250 per cent.
Notes due 19 XS0140516864 /
2033 Notes December 2033 014051686 GBP734,199,000 GBP350,051,000 47.700
GBP700,000,000
6.375 per cent.
Notes due 9 March XS0350820931 /
2039 Notes 2039 035082093 GBP409,561,000 GBP0 0.000
2042 Notes GBP1,000,000,000 XS0294624373 / GBP522,184,000 GBP522,184,000 Not Applicable
5.250 per cent. 029462437
Notes due 10
April 2042
2045 Notes GBP800,000,000 XS0866596975 / GBP429,214,000 GBP429,214,000 Not Applicable
4.250 per cent. 086659697
Notes due 18
December 2045
The Offeror also announces that the Final Acceptance Amount is
expected to be set at GBP1,593,679,000 in aggregate nominal amount
of Notes.
The Offeror will announce whether it will accept valid tenders
of Notes pursuant to the Offers and, if so accepted, (i) the Final
Acceptance Amount; (ii) each Series Acceptance Amount; (iii) each
Purchase Yield; (iv) each Purchase Price; (v) any applicable
Scaling Factors; (vi) the Settlement Date; (vii) Accrued Interest
Payment payable in respect of each Series; and (viii) the nominal
amount of Notes of each Series that will remain outstanding after
the Settlement Date (if any) as soon as reasonably practicable
after the Pricing Time (as defined below).
The Offers remain subject to the conditions and restrictions set
out in the Tender Offer Memorandum. The Offeror is not under any
obligation to accept any tender of Notes for purchase pursuant to
any Offer. Tenders of Notes for purchase may be rejected in the
sole and absolute discretion of the Offeror for any reason and the
Offeror is not under any obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes
for purchase. In addition, the Offeror may, in its sole and
absolute discretion, extend, re-open, amend or waive any condition
of or terminate any Offer at any time (subject to applicable law
and as provided in the Tender Offer Memorandum).
The Purchase Yield and Purchase Price in relation to each Series
of Notes is expected to be determined at or around 1:00 p.m.
(London time) today (the Pricing Time) in the manner described in
the Tender Offer Memorandum.
The expected Settlement Date is 17 November 2022.
Full details concerning the Offers are set out in the Tender
Offer Memorandum.
Questions and requests for assistance in connection with (i) the
Offers may be directed to (a) the Dealer Managers by Relevant
Noteholders; and (b) the Offeror by Noteholders that are not
Relevant Noteholders, (ii) the delivery of Tender Instructions may
be directed to the Tender Agent, the contact details for each of
which are set out below.
The Dealer Managers (in respect of the Offers as made to
Relevant Noteholders)
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Telephone: +44 207 134 2468
Attention: EMEA Liability Management Group
Email: liability_management_EMEA@jpmorgan.com
The Offeror
GlaxoSmithKline Capital plc
980 Great West Road
Brentford
Middlesex TW8 9GS
United Kingdom
Email: company.secretary@gsk.com
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: gsk@is.kroll.com
Website: https://deals.is.kroll.com/gsk
This announcement contains information that qualifies or may
qualify as inside information. The person responsible for arranging
the release of this announcement on behalf of GlaxoSmithKline
Capital plc is Victoria Whyte, Company Secretary.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offers or invitation to acquire any
securities is being made pursuant to this announcement. The
distribution of this announcement and the Tender Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and/or the Tender Offer
Memorandum comes are required by each of the Offeror, GSK, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
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END
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