Last checked at 15 Nov 2022 07:00
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). Capitalised 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 Notes | ISIN / Common Code | Aggregate nominal amount of Notes tendered | Expected Series Acceptance Amount | Indicative Scaling Factor (per cent.) |
2027 Notes | £600,000,000 3.375 per cent. Notes due 20 December 2027 | XS0866588527 / 086658852 | £292,230,000 | £292,230,000 | Not Applicable |
2033 Notes | £1,000,000,000 5.250 per cent. Notes due 19 December 2033 | XS0140516864 / 014051686 | £734,199,000 | £350,051,000 | 47.700 |
2039 Notes | £700,000,000 6.375 per cent. Notes due 9 March 2039 | XS0350820931 / 035082093 | £409,561,000 | £0 | 0.000 |
2042 Notes | £1,000,000,000 5.250 per cent. Notes due 10 April 2042 | XS0294624373 / 029462437 | £522,184,000 | £522,184,000 | Not Applicable |
2045 Notes | £800,000,000 4.250 per cent. Notes due 18 December 2045 | XS0866596975 / 086659697 | £429,214,000 | £429,214,000 | Not Applicable |
The Offeror also announces that the Final Acceptance Amount is expected to be set at £1,593,679,000 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.