Obligation GlaxoSmithKline Capital PLC 3.375% ( US377373AH85 ) en USD

GlaxoSmithKline Capital PLC

90.796 % ▼

Royaume-uni

US377373AH85 ( en USD )

3.375% par an ( paiement semestriel )

31/05/2029

Prospectus brochure de l'obligation GlaxoSmithKline Capital PLC US377373AH85 en USD 3.375%, échéance 31/05/2029

2 000 USD

1 000 000 000 USD

377373AH8

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

01/06/2024 ( Dans 43 jours )

L'Obligation émise par GlaxoSmithKline Capital PLC ( Royaume-uni ) , en USD, avec le code ISIN US377373AH85, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2029

L'Obligation émise par GlaxoSmithKline Capital PLC ( Royaume-uni ) , en USD, avec le code ISIN US377373AH85, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par GlaxoSmithKline Capital PLC ( Royaume-uni ) , en USD, avec le code ISIN US377373AH85, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE
Title of Each Class of
Aggregate
Amount of
Securities Offered
Offering Price
Registration Fee(1)(2)
GlaxoSmithKline Capital plc 2.875% Notes due 2022
$1,498,830,000.00
$181,658.20
GlaxoSmithKline plc Guarantee of GlaxoSmithKline Capital plc 2.875% Notes due 2022(3)
--
--
GlaxoSmithKline Capital plc 3.000% Notes due 2024
$994,760,000.00
$120,564.91
GlaxoSmithKline plc Guarantee of GlaxoSmithKline Capital plc 3.000% Notes due 2024(3)
--
--
GlaxoSmithKline Capital plc 3.375% Notes due 2029
$989,470,000.00
$119,923.76
GlaxoSmithKline plc Guarantee of GlaxoSmithKline Capital plc 3.375% Notes due 2029(3)
--
--
Total
$3,483,060,000.00
$422,146.87(2)
(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
Pursuant to Rule 457(p) under the Securities Act of 1933, $422,146.87 of the registration fees for this offering is being offset against $414,002.58
of unutilized registration fees previously paid by the Registrants with respect to securities that were previously registered pursuant to the
Registration Statement (Nos. 333-217125, 333-217125-01 and 333-217125-02), filed by the Registrants on April 3, 2017, and were not sold
thereunder.
(3)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees.
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PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated March 28, 2018)
Registration Nos. 333-223982 and 333-223982-02
GlaxoSmithKline Capital plc
$1,500,000,000 2.875% Notes due 2022
$1,000,000,000 3.000% Notes due 2024
$1,000,000,000 3.375% Notes due 2029
Fully and Unconditionally Guaranteed by
GlaxoSmithKline plc
This is an offering by GlaxoSmithKline Capital plc ("GSK Capital plc") of: $1,500,000,000 of its 2.875% senior notes due 2022 (the "2022 Notes"); $1,000,000,000 of its 3.000% senior
notes due 2024 (the "2024 Notes"); and $1,000,000,000 of its 3.375% senior notes due 2029 (the "2029 Notes"). We refer to the 2022 Notes, the 2024 Notes and the 2029 Notes collectively
as the "Notes."
The 2022 Notes will bear interest at a rate of 2.875% per year. The 2024 Notes will bear interest at a rate of 3.000% per year. The 2029 Notes will bear interest at a rate of 3.375% per year.
GSK Capital plc will pay interest on the Notes each June 1 and December 1, commencing on December 1, 2019.
Unless redeemed or purchased earlier, the 2022 Notes will mature on June 1, 2022, the 2024 Notes will mature on June 1, 2024, and the 2029 Notes will mature on June 1, 2029. There is no
sinking fund for any of the Notes. The Notes will rank equally in right of payment with all other senior, unsecured debt obligations of the issuer. GlaxoSmithKline plc will fully and
unconditionally guarantee the payment of principal, premium, if any, interest and additional amounts, if any, payable in respect of the Notes.
We may redeem some or all of the Notes of one or more series at any time and from time to time at the applicable redemption prices determined in the manner described in this prospectus
supplement.
We may also redeem the Notes of one or more series prior to maturity at a price equal to 100% of their principal amount plus accrued interest to the redemption date in the event of certain
changes in U.K. or U.S. withholding taxes applicable to payments of interest.
We intend to list the Notes of each series on the New York Stock Exchange or another recognized stock exchange.
See "Risk Factors" beginning on page S-9 of this prospectus supplement to read about factors you should consider before making a decision to invest in the Notes.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
Price to the Public
Underwriting Discount
Proceeds to GSK Capital plc
Per 2022 Note
99.922%
0.250%
99.672%
Per 2024 Note
99.476%
0.350%
99.126%
Per 2029 Note
98.947%
0.450%
98.497%
Total
$
3,483,060,000
$
11,750,000
$
3,471,310,000
Interest on the Notes will accrue from March 25, 2019, to the date of delivery.
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, or "DTC," for the accounts of its participants,
including Clearstream Banking S.A. ("Clearstream") and Euroclear Bank SA/NV ("Euroclear") on or about March 25, 2019.
Joint Book-Running Managers
BofA Merrill Lynch
Deutsche Bank Securities
Goldman Sachs & Co. LLC
HSBC
Barclays
BNP PARIBAS
Citigroup
Credit Suisse
J.P. Morgan
Mizuho Securities
Morgan Stanley
Standard Chartered Bank
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TABLE OF CONTENTS
Prospectus Supplement
Page
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-3
PRESENTATION OF FINANCIAL INFORMATION
S-3
SUMMARY
S-4
RISK FACTORS
S-9
USE OF PROCEEDS
S-11
CAPITALIZATION
S-12
DESCRIPTION OF THE NOTES
S-14
TAX CONSIDERATIONS
S-22
UNDERWRITING (CONFLICTS OF INTEREST)
S-27
VALIDITY OF NOTES
S-32
EXPERTS
S-32
Base Prospectus
ABOUT THIS PROSPECTUS
i
WHERE YOU CAN FIND MORE INFORMATION
ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ii
PRESENTATION OF FINANCIAL INFORMATION
iii
FORWARD-LOOKING STATEMENTS
1
USE OF PROCEEDS
3
RATIOS OF EARNINGS TO FIXED CHARGES
4
GLAXOSMITHKLINE PLC
5
GLAXOSMITHKLINE CAPITAL INC.
5
GLAXOSMITHKLINE CAPITAL PLC
5
LEGAL OWNERSHIP OF DEBT SECURITIES
6
DESCRIPTION OF DEBT SECURITIES
9
TAX CONSIDERATIONS
21
PLAN OF DISTRIBUTION
22
VALIDITY OF SECURITIES
23
EXPERTS
23
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS
23
SELLING RESTRICTIONS
23
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Notice to Prospective Investors in the European Economic Area
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive (as defined below).
This prospectus supplement, the accompanying prospectus and any related free-writing prospectus have been prepared on the basis that any offer of
Notes in any Member State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant Member
State") will only be made to a legal entity which is a qualified investor under the Prospectus Directive ("Qualified Investors"). Accordingly any person
making or intending to make an offer in that Relevant Member State of Notes which are the subject of the offering contemplated in this prospectus
supplement, the accompanying prospectus and any related free-writing prospectus may only do so with respect to Qualified Investors. Neither we nor
the underwriters have authorised, nor do we or they authorise, the making of any offer of Notes other than to Qualified Investors. The expression
"Prospectus Directive" means Directive 2003/71/EC (as amended or superseded).
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of the Notes
offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21
of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not
being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as
a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments
and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or
who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to
as "relevant persons"). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this
prospectus supplement, the accompanying prospectus or any related free-writing prospectus relates will be engaged in only with, relevant persons. Any
person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus and any
related free-writing prospectus or any of their contents.
MiFID II product governance
MiFID II product governance / Professional investors and ECPs only target market In the EEA and solely for the purposes of the product
approval process conducted by any underwriter who is a manufacturer with respect to the Notes for the purposes of the MiFID II product governance
rule under EU Delegated Directive 2017/593 (each, a "manufacturer"), the manufacturers' target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the Notes to eligible counterparties and
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professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying prospectus and in
any related free-writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take no
responsibility for any other information that others may give you. This prospectus supplement and the accompanying prospectus do not constitute an
offer to sell or the solicitation of an offer to buy any securities other than the Notes to which they relate or an offer to sell or the solicitation of an offer to
buy such Notes by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement
and the accompanying prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in
our affairs since the date of this prospectus supplement or that the information contained in this prospectus supplement and the accompanying
prospectus is correct as of any time subsequent to its date.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions may be restricted by law.
You should inform yourself about and observe any such restrictions, and neither we nor any of the underwriters accepts any liability in relation to any
such restrictions. See "Underwriting (Conflicts of Interest)."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission, or the "SEC," allows us to "incorporate by reference" information contained in documents we file with the
SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus supplement and the accompanying prospectus.
We are incorporating by reference our Annual Report on Form 20-F for the fiscal year ended December 31, 2018 (File No. 001-15170) (the "2018 Form
20-F").
We also incorporate by reference any future Annual Reports on Form 20-F we file with the SEC under the Securities Exchange Act of 1934, as
amended, or the "Exchange Act," after the date of this prospectus supplement and prior to the time we sell all of the Notes, and any future reports on
Form 6-K we furnish to the SEC under the Exchange Act during such period that are identified in such reports as being incorporated by reference in the
accompanying prospectus. The information contained in these future filings will automatically update and supersede the information contained in this
prospectus supplement and the accompanying prospectus or incorporated by reference to any previously filed document.
You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive offices at the following address:
GlaxoSmithKline plc, 980 Great West Road, Brentford, Middlesex TW8 9GS, England, telephone +44 (0) 20 8047 5000, Attention: The Company
Secretary. Our Internet address is www.gsk.com. We are not incorporating the contents of any website into this prospectus supplement or the
accompanying prospectus.
PRESENTATION OF FINANCIAL INFORMATION
We present our consolidated financial statements in pounds Sterling and in accordance with International Financial Reporting Standards as adopted by
the European Union and also with International Financial Reporting Standards as issued by the International Accounting Standards Board, which we
refer to collectively as "IFRS." When we refer to "£," we mean pounds Sterling. When we refer to "$," we mean U.S. dollars. Except where noted, all
financial information is presented in accordance with IFRS.
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SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference.
GlaxoSmithKline plc
GlaxoSmithKline plc is a public limited company incorporated under the laws of England and Wales. Our ordinary shares are listed on the London
Stock Exchange and our American Depositary Shares are listed on the New York Stock Exchange. On December 27, 2000, GlaxoSmithKline plc
acquired Glaxo Wellcome plc and SmithKline Beecham plc (now known as SmithKline Beecham Limited), both English public limited companies,
through a merger of the two companies.
GlaxoSmithKline plc is one of the world's leading research-based pharmaceutical and healthcare companies and is committed to improving the
quality of human life by enabling people to do more, feel better and live longer.
As used in this prospectus supplement, (i) the terms "we," "our" and "us" refer to GlaxoSmithKline plc and its consolidated subsidiaries unless the
context requires otherwise, (ii) the term "issuer" refers to GSK Capital plc and (iii) the term "guarantor" refers to GlaxoSmithKline plc.
GlaxoSmithKline Capital plc
GSK Capital plc is a public limited company incorporated under the laws of England and Wales. It is a wholly owned subsidiary of
GlaxoSmithKline plc, and it exists for the purpose of issuing debt securities, the proceeds of which are substantially all lent or otherwise advanced
to GlaxoSmithKline plc and its subsidiaries or affiliates. The principal executive offices of GSK Capital plc are located at 980 Great West Road,
Brentford, Middlesex TW8 9GS, England. Its telephone number is +44 (0) 20 8047 5000.
The Offering
Issuer
GSK Capital plc.
Notes
$1,500,000,000 principal amount of the 2022 Notes, $1,000,000,000 principal amount of
the 2024 Notes and $1,000,000,000 principal amount of the 2029 Notes.
Guarantee
GlaxoSmithKline plc will fully and unconditionally guarantee the payment of principal,
premium, if any, interest and additional amounts, if any, payable in respect of the Notes.
Denominations
The Notes will be issued only in book-entry form, in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof.
Interest rate
The 2022 Notes will bear interest at a rate of 2.875% annually. The 2024 Notes will bear
interest at a rate of 3.000% annually. The 2029 Notes will bear interest at a rate of 3.375%
annually.
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Interest payment dates
Every June 1 and December 1, commencing December 1, 2019. If an interest payment date
or redemption date, or the maturity date, as the case may be, would fall on a day that is not
a business day (as defined in this prospectus supplement), then the required payment will
be made on the next succeeding business day, but no additional interest shall accrue and be
paid unless we fail to make payment on such next succeeding business day.
Regular record dates for interest
Every May 17 and November 16, whether or not a business day.
Calculation of interest
Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve
30-day months.
Optional make-whole redemption
Each series of the Notes will be redeemable at our option, in whole or in part, at any time
and from time to time prior to maturity. See "Description of the Notes--Optional Make
Whole Redemption."
Prior to May 1, 2022 (the date that is one month prior to the scheduled maturity date for the
2022 Notes) (the "2022 Notes Par Call Date"), we may redeem the 2022 Notes, in whole or
in part, at any time and from time to time at a redemption price equal to the greater of (i)
100% of the principal amount of the 2022 Notes to be redeemed on that redemption date;
and (ii) the sum of the present values of the remaining scheduled payments of principal of
and interest on the 2022 Notes to be redeemed on that redemption date (not including any
portion of such payments of interest accrued as of the redemption date) that would be due
if the 2022 Notes matured on the 2022 Notes Par Call Date, plus accrued and unpaid
interest thereon to, but excluding, the redemption date. On or after the 2022 Notes Par Call
Date, we may redeem the 2022 Notes, in whole or in part, at our option at any time and
from time to time at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.
Prior to May 1, 2024 (the date that is one month prior to the scheduled maturity date for the
2024 Notes) (the "2024 Notes Par Call Date"), we may redeem the 2024 Notes, in whole or
in part, at any time and from time to time at a redemption price equal to the greater of (i)
100% of the principal amount of the 2024 Notes to be redeemed on that redemption date;
and (ii) the sum of the present values of the remaining scheduled payments of principal of
and interest on the 2024 Notes to be redeemed on that redemption date (not including any
portion of such payments of interest accrued as of the redemption date) that would be due
if the 2024 Notes matured on the 2024 Notes Par Call Date, plus accrued and unpaid
interest thereon to, but excluding, the redemption date. On or after the 2024 Notes Par Call
Date, we may redeem the 2024 Notes, in whole or in part, at our option at any time and
from time to time at a redemption
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price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, thereon to, but excluding, the redemption date.
Prior to March 1, 2029 (the date that is three months prior to the scheduled maturity date
for the 2029 Notes) (the "2029 Notes Par Call Date"), we may redeem the 2029 Notes, in
whole or in part, at any time and from time to time at a redemption price equal to the
greater of (i) 100% of the principal amount of the 2029 Notes to be redeemed on that
redemption date; and (ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the 2029 Notes to be redeemed on that redemption
date (not including any portion of such payments of interest accrued as of the redemption
date) that would be due if the 2029 Notes matured on the 2029 Notes Par Call Date, plus
accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the
Notes Par Call Date, we may redeem the 2029 Notes, in whole or in part, at our
option at any time and from time to time at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.
The 2022 Notes Par Call Date, the 2024 Notes Par Call Date and the 2029 Notes Par Call
Date are each referred to herein as a "Par Call Date."
The present values will be determined by discounting the remaining principal and interest
payments referenced above to the redemption date on a semi-annual basis (assuming a 360
day year consisting of twelve 30 day months), at the Treasury Rate (as defined in this
prospectus supplement) plus 0.100% in the case of the 2022 Notes, plus 0.125% in the case
of the 2024 Notes and plus 0.150% in the case of the 2029 Notes.
The "Comparable Treasury Issue" for purposes of the definition contained in "Description
of the Notes--Optional Make Whole Redemption" will be the United States Treasury
security selected by the quotation agent (as defined in this prospectus supplement) as
having a maturity comparable to the remaining term of the Notes of the applicable series to
be redeemed, assuming such Notes matured on the applicable Par Call Date, that would be
utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such Notes, assuming such Notes matured on the applicable Par Call Date.
Payment of additional amounts
Subject to certain exceptions, if we are required to withhold or deduct any amount for or on
account of any U.K. or U.S. withholding tax from any payment made on the Notes, we will
pay additional amounts
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on those payments so that the amount received by noteholders will equal the amount that
would have been received if no such taxes had been applicable. See "Description of the
Notes--Covenants--Payment of Additional Amounts."
Tax redemption
In the event of changes in U.K. or U.S. withholding taxes applicable to payments of
interest, we may redeem the Notes of a series in whole (but not in part) at any time prior to
maturity, at a price equal to 100% of their principal amount plus accrued interest to the
redemption date. See "Description of Debt Securities--Optional Redemption for Tax
Reasons" in the accompanying prospectus.
No Repayment
The Notes will not be subject to repayment at the option of the holder prior to maturity.
Ranking
The Notes and the guarantee will rank equally in right of payment with all other senior,
unsecured debt obligations of the issuer and GlaxoSmithKline plc, respectively.
Sinking fund
None.
Book-entry issuance, settlement and clearance
We will issue the Notes of each series as global notes in book-entry form registered in the
name of DTC or its nominee. The sale of the Notes will settle in immediately available
funds through DTC. Investors may hold interests in a global note through organizations
that participate, directly or indirectly, in the DTC system. Those organizations will include
Clearstream and Euroclear in Europe.
Governing law
The Notes and the guarantee will be governed by the laws of the State of New York.
Further issuances
We may from time to time, without the consent of the holders of a series of Notes, create
and issue further debt securities of the same series having the same terms and conditions in
all respects as the Notes of that series being offered hereby, except for the issue date, the
issue price and the first payment of interest thereon. Any such additional debt securities
shall be issued under a separate CUSIP or ISIN number unless the additional debt
securities are issued pursuant to a "qualified reopening" of the original series, are otherwise
treated as part of the same "issue" of debt instruments as the original series or are issued
with no more than a de minimis amount of original discount, in each case for U.S. federal
income tax purposes.
Listing
We intend to list the Notes of each series on the New York Stock Exchange or another
recognized stock exchange.
Use of proceeds
We intend to apply the net proceeds from the sale of the Notes to repay outstanding
amounts under our acquisition facility incurred to fund our recently completed acquisition
of Tesaro Inc. Drawdowns under the acquisition facility bear interest at a rate equal to the
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applicable LIBOR (as defined in the facility) plus a margin. The maturity date of the
amounts drawn under the facility is January 21, 2020, subject to extension.
Conflicts of Interest
Because more than 5% of the net proceeds from this offering may be used to repay
indebtedness owed to affiliates of one or more of the underwriters, this offering will be
conducted in compliance with FINRA Rule 5121. See "Underwriting (Conflicts of Interest)
--Conflicts of Interest."
2022 Notes CUSIP and ISIN
377373 AJ4 / US377373AJ42
2024 Notes CUSIP and ISIN
377373 AG0 / US377373AG03
2029 Notes CUSIP and ISIN
377373 AH8 / US377373AH85
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