REG - GlaxoSK Capital PLC GSK PLC - Launch of Tender Offer for outstanding Notes
08/11/2022 09:30
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RNS Number : 6805F GlaxoSmithKline Capital PLC 08 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 (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
GlaxoSmithKline Capital plc announces 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)
8 November 2022.
GlaxoSmithKline Capital plc (the Offeror) announces today invitations 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 (as defined below)*.
Summary of the Offers
Notes Description of the Notes ISIN / Common Code Outstanding Nominal Amount Relevant Benchmark Security Purchase Spread Maximum Acceptance Amount *
2027 Notes £600,000,000 3.375 per cent. Notes due 20 December 2027 XS0866588527 / 086658852 £600,000,000 85 bps The Offeror proposes to accept on the terms and subject to the
UKT 4.250 per cent. due December 2027 (ISIN: GB00B16NNR78) conditions described in this Tender
Offer Memorandum, Notes for
purchase up to a maximum nominal
amount (the Maximum
Acceptance Amount) such that the
total purchase consideration for
Notes validly tendered and
accepted for purchase (excluding the
Accrued Interest Payments (as
defined below)) does not exceed
£1.25 billion.
2033 Notes £1,000,000,000 5.250 per cent. Notes due 19 December 2033 XS0140516864 / 014051686 £1,000,000,000 UKT 0.875 per cent. due July 2033 (ISIN: GB00BM8Z2S21) 70 bps
2039 Notes £700,000,000 6.375 per cent. Notes due 9 March 2039 XS0350820931 / 035082093 £700,000,000 UKT 1.125 per cent. due January 2039 (ISIN: GB00BLPK7334) 80 bps
2042 Notes £1,000,000,000 5.250 per cent. Notes due 10 April 2042 XS0294624373 / 029462437 £1,000,000,000 UKT 4.500 per cent. due December 2042 (ISIN: GB00B1VWPJ53) 70 bps
2045 Notes £800,000,000 4.250 per cent. Notes due 18 December 2045 XS0866596975 / 086659697 £800,000,000 UKT 3.500 per cent. due January 2045 (ISIN: GB00BN65R313) 65 bps
The Offers are being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 8 November 2022 (the Tender Offer
Memorandum) prepared by the Offeror, and are subject to the offer and
distribution restrictions set out below and as more fully described in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.
Rationale for the Offers
The Offers are being undertaken as part of the Offeror's balance sheet
management and to optimise its capital structure. Furthermore, the Offers may
provide liquidity or reinvestment optionality to those Noteholders whose Notes
are accepted in an Offer.
Purchase Prices
In respect of each Series, the Offeror will pay for validly tendered Notes of
the relevant Series accepted by it for purchase pursuant to the relevant
Offer, a price (in respect of each Series, the Purchase Price) to be
determined at or around 1:00 p.m. (London time) (the Pricing Time) on 15
November 2022 (subject to the right of the Offeror to amend such date in its
sole and absolute discretion and without prior notice to Noteholders) (the
Pricing Date) in the manner described in the Tender Offer Memorandum by
reference to:
(a) in the case of the 2027 Notes, the annualised sum (such sum, the
2027 Notes Purchase Yield) of a purchase spread of 85 basis points (the 2027
Notes Purchase Spread) and the Relevant Benchmark Security Rate;
(b) in the case of the 2033 Notes, the sum (such sum, the 2033
Notes Purchase Yield) of a purchase spread of 70 basis points (the 2033 Notes
Purchase Spread) and the Relevant Benchmark Security Rate;
(c) in the case of the 2039 Notes, the annualised sum (such sum, the
2039 Notes Purchase Yield) of a purchase spread of 80 basis points (the 2039
Notes Purchase Spread) and the Relevant Benchmark Security Rate;
(d) in the case of the 2042 Notes, the annualised sum (such sum, the
2042 Notes Purchase Yield) of a purchase spread of 70 basis points (the 2042
Notes Purchase Spread) and the Relevant Benchmark Security Rate; and
(e) in the case of the 2045 Notes, the annualised sum (such sum, the
2045 Notes Purchase Yield and together with the 2027 Notes Purchase Yield, the
2033 Notes Purchase Yield, 2039 Notes Purchase Yield and the 2042 Notes
Purchase Yield, the Purchase Yields and each a Purchase Yield) of a purchase
spread of 65 basis points (the 2045 Notes Purchase Spread and, together with
the 2027 Notes Purchase Spread, the 2033 Notes Purchase Spread, 2039 Notes
Purchase Spread and the 2042 Notes Purchase Spread, the Purchase Spreads and
each a Purchase Spread) and the Relevant Benchmark Security Rate.
Each Purchase Price will be determined by the Offeror, after consultation with
the Dealer Managers, in accordance with market convention and expressed as a
percentage of the principal amount of the Notes of the relevant Series (and
rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded
upwards), and is intended to reflect a yield to maturity of the relevant
Series on the Settlement Date based on the relevant Purchase Yield.
Specifically, each Purchase Price will equal (a) the value of all remaining
payments of principal and interest on the Notes of the relevant Series up to
and including the scheduled maturity date of such Series, discounted to the
Settlement Date at a discount rate equal to the relevant Purchase Yield, minus
(b) Accrued Interest in respect of the Notes of the relevant such Series.
Accrued Interest
The Offeror will also pay accrued and unpaid interest (each an Accrued
Interest Payment and together the Accrued Interest Payments) from (and
including):
(a) in the case of the 2027 Notes, 20 December 2021 (being the
immediately preceding interest payment date for the 2027 Notes);
(b) in the case of the 2033 Notes, 19 June 2022 (being the
immediately preceding interest payment date for the 2033 Notes);
(c) in the case of the 2039 Notes, 9 March 2022 (being the
immediately preceding interest payment date for the 2039 Notes);
(d) in the case of the 2042 Notes, 10 April 2022 (being the
immediately preceding interest payment date for the 2042 Notes); and
(e) in the case of the 2045 Notes, 18 December 2021 (being the
immediately preceding interest payment date for the 2045 Notes),
in each case, to (but excluding) the Settlement Date in respect of any Notes
accepted for purchase by the Offeror pursuant to the Offers.
Maximum Acceptance Amount
The Offeror proposes to accept validly tendered Notes for purchase on the
terms and subject to the conditions contained in the Tender Offer Memorandum,
up to a maximum aggregate nominal amount (the Maximum Acceptance Amount) such
that the total purchase consideration for Notes validly tendered and accepted
for purchase (excluding the Accrued Interest Payments) does not exceed £1.25
billion (the final aggregate nominal amount accepted for purchase pursuant to
the Offers being the Final Acceptance Amount). The Offeror reserves the right,
in its sole and absolute discretion and for any reason, to increase or
decrease the Maximum Acceptance Amount and/or to purchase more or less than
the Maximum Acceptance Amount).
For the avoidance of doubt, the Offeror will determine the allocation of funds
between each Series in its sole and absolute discretion, and may purchase
considerably less (or none) of one or more Series than of any other Series.
Scaling of Tenders of Notes
The Offeror proposes to accept Notes for purchase pursuant to the Offers up to
the Maximum Acceptance Amount (subject to the right of the Offeror, in its
sole and absolute discretion, to accept less than or more than such amount for
purchase pursuant to the Offers).
If the aggregate nominal amount of Tendered Notes is less than the Maximum
Acceptance Amount, the Offeror intends to accept all such Tendered Notes. If
the aggregate nominal amount of the Tendered Notes is greater than the Maximum
Acceptance Amount, (subject to the right of the Offeror, in its sole and
absolute discretion, to accept less than or more than such amount for purchase
pursuant to the Offers), the Offeror may accept Notes for purchase on a pro
rata basis.
In the circumstances described above in which Tendered Notes are to be
accepted on a pro rata basis, each such tender of Tendered Notes will be
scaled by a scaling factor applicable to Notes of the relevant Series (each
such factor, a Scaling Factor) based on: (A) in respect of each Series, the
aggregate nominal amount of Notes of such Series (if any) accepted for
purchase by the Offeror pursuant to the relevant Offer (the Series Acceptance
Amount), divided by (B) the aggregate nominal amount of the Tendered Notes of
such Series (subject to adjustment to allow for the aggregate nominal amount
of Notes of such Series accepted for purchase, following the rounding of
tenders of Notes described in the next sentence, to equal the relevant Series
Acceptance Amount exactly).
Each tender of Notes that is scaled in this manner will be rounded down to the
nearest £1,000 in principal amount of Notes.
In addition, in the event of any such scaling, the Offeror intends to apply
pro rata scaling to each valid tender of Notes of the relevant Series in such
a manner as will result in both (a) the relevant Noteholder transferring Notes
of the relevant Series to the Offeror in an aggregate nominal amount of at
least the Minimum Denomination for such Series, and (b) the relevant
Noteholder's residual amount of Notes of the relevant Series (being the
nominal amount of the Notes the subject of the relevant Tender Instruction
that are not accepted for purchase by virtue of such scaling) amounting to
either (i) at least the Minimum Denomination of the relevant Series or (ii)
zero, and the Offeror therefore intends to adjust the relevant Scaling Factor
applicable to any relevant Tender Instruction accordingly.
Tender Instructions and Offer Conditions
In order to participate in, and be eligible to receive the relevant Purchase
Price and relevant Accrued Interest Payment pursuant to, the relevant Offer,
Noteholders must validly tender their Notes by delivering, or arranging to
have delivered on their behalf, a valid Tender Instruction that is received by
the Tender Agent by 4:00 p.m. (London time) on 14 November 2022 (the
Expiration Deadline).
Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, an Offer by the
deadlines specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and each Clearing System for the submission and withdrawal
of Tender Instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a nominal amount of Notes
of no less than the Minimum Denomination of the Notes of the relevant Series,
being £100,000 in the case of the 2027 Notes, £1,000 in the case of the 2033
Notes, £50,000 in the case of the 2039 Notes, £50,000 in the case of the
2042 Notes and £100,000 in the case of the 2045 Notes, and may, in each case,
be submitted in integral multiples of £1,000 above the relevant Minimum
Denomination. Tender Instructions which relate to a nominal amount of Notes of
less than the Minimum Denomination of the relevant Series of Notes will be
rejected.
Separate Tender Instructions must be submitted in respect of Notes of each
separate Series.
Announcement of Results and Pricing
The Offeror intends to announce, prior to the Pricing Time on the Pricing
Date, a non-binding indication of the levels at which it expects to set the
Final Acceptance Amount and each Series Acceptance Amount, and indicative
details of any pro rata scaling that is expected to be applied to valid
tenders of any Series, in the event that the Offeror decides to accept valid
tenders of Notes pursuant to the relevant Offer(s).
The Offeror intends to announce, as soon as reasonably practicable after the
Pricing Time, whether the Offeror will accept valid tenders of Notes pursuant
to any of 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) the 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.
Indicative Timetable for the Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers
Announcement of the Offers. Tender Offer Memorandum available from the Tender 8 November 2022.
Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in 4:00 p.m. on 14 November 2022.
order for Noteholders to be able to participate in the Offers.
Announcement of Indicative Results of the Offers
Indicative results announcement indicating where the Offeror expects to set As soon as reasonably practicable after the Expiration Deadline.
the Final Acceptance Amount and each Series Acceptance Amount, and indicative
details of any pro rata scaling that is expected to be applied to valid
tenders of any Series, in the event that the Offeror decides to accept valid
tenders of Notes pursuant to the relevant Offer(s).
Pricing
Expected determination of each Purchase Yield and each Purchase Price in At or around 1:00 p.m. on 15 November 2022 (the Pricing Time).
respect of each Series accepted for purchase.
Announcement of Results of the Offers
Announcement of whether the Offeror will accept valid tenders of Notes As soon as reasonably practicable after the Pricing Time.
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).
Expected Settlement Date
Expected Settlement Date for the Offers. 17 November 2022
The above times and dates are subject to the right of the Offeror to, extend,
re-open, amend and/or terminate any Offer (subject to applicable law and as
provided in the Tender Offer Memorandum).
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, an Offer before the
deadlines specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified above and
in the Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for, participating in the
Offers.
Neither of the Dealer Managers (or their respective directors, officers,
employees, agents or affiliates) has any role in relation to any part of any
Offer made to Noteholders who are not Relevant Noteholders, where Relevant
Noteholder means a Noteholder that is: (a) if resident or located in a member
state of the European Union (the EU), an "eligible counterparty" or a
"professional client", each as defined in Directive No. 2014/65/EU on markets
in financial instruments (as amended from time to time); (b) if resident or
located in the UK, an "eligible counterparty", as defined in the FCA Handbook
Conduct of Business Sourcebook, or a "professional client" as defined in point
(8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018; or (c) if
resident or located in a jurisdiction outside of the EU and the UK, an
institutional holder under applicable local law and not a retail holder.
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, and (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. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as to the
contents of the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial and legal advice, including in respect
of any tax consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender such Notes pursuant to the Offers. None of the Offeror, GSK,
the Dealer Managers or the Tender Agent or any of their respective directors,
employees or affiliates makes any recommendation whether Noteholders should
tender Notes pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Tender Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Tender Offer Memorandum come(s) 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. Nothing in this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in the Offers
will not be accepted from any Noteholders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offers to be made by a licensed
broker or dealer and either of the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such jurisdiction, such
Offer shall be deemed to be made by such Dealer Manager or such affiliate, as
the case may be, on behalf of the Offeror in such jurisdiction (but only to
any Noteholder that is a Relevant Noteholder).
United States
The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each, a
U.S. Person)). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. Notes may not be tendered in the Offers by any such use,
means, instrumentality or facility from or within the United States or by
persons located or resident in the United States or by, or by any person
acting for the account or benefit of, a U.S. Person. Accordingly, copies of
this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or
into the United States or to any persons located or resident in the United
States or to any U.S. Person. Any purported tender of Notes in an Offer
resulting directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by, or by any person acting
for the account or benefit of, a U.S. Person or by a person located in the
United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.
Each Noteholder participating in the Offers will represent that it is not a
U.S. Person, it is not located in the United States and is not participating
in an Offer from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not giving an
order to participate in an Offer from the United States and is not a U.S.
Person. For the purposes of this and the above two paragraphs, United States
means 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 and
the District of Columbia.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The
Offers are being carried out in the Republic of Italy (Italy) as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.
Accordingly, Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase pursuant to the Offers through authorised
persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with any other applicable laws and regulations and with any requirements
imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Offers.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being made and
such documents and/or materials have not been approved by an authorised person
for the purposes of section 21 of the Financial Services and Markets Act 2000
(FSMA). Accordingly, this announcement, the Tender Offer Memorandum and such
documents and/or materials are not being distributed to, and must not be
passed on to, persons in the United Kingdom other than (i) to those persons in
the United Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the Financial Promotion Order)), (ii) to
those persons falling within Article 43(2) of the Financial Promotion Order,
or (iii) to any other persons to whom it may otherwise lawfully be
communicated under the Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France). This announcement, the Tender Offer Memorandum
and any other offering material relating to the Tender Offer may be
distributed in France only to qualified investors (investisseurs qualifiés)
as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with
Articles L.411-1 and L.411-2 of the French Code monétaire et financier. None
of this announcement, the Tender Offer Memorandum, or any other such offering
material has been or will be submitted for clearance to, or approved by, the
Autorité des marches financiers.
* The Offeror reserves the right, in its sole and absolute discretion, and
for any reason, to increase or decrease the Maximum Acceptance Amount and/or
to purchase more or less than the Maximum Acceptance Amount.
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