REG - GlaxoSK Capital PLC GSK PLC - Interim results of outstanding Notes Tender Offer

GSKAnnouncement

15/11/2022 07:01

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RNS Number : 3758G  GlaxoSmithKline Capital PLC  15 November 2022

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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
(mailto: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
(mailto: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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