TIDMAG99
RNS Number : 3394A
GlaxoSmithKline Capital PLC
28 September 2020
Issued: September 28, 2020
NOTICE OF OPTIONAL REDEMPTION
GLAXOSMITHKLINE CAPITAL PLC
3.125% Notes Due 2021
CUSIP No: 377373 AE5 ISIN No: US377373AE54* (the "Notes")
September 28, 2020
To: The Holders of the Notes
The New York Stock Exchange
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF
INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE
NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE
RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF
THE NOTES IN A TIMELY MANNER.
The Notes were issued pursuant to an indenture dated as of April
6, 2004 among GlaxoSmithKline Capital plc, a public limited company
incorporated and registered in England and Wales, as issuer (the
"Issuer"), GlaxoSmithKline plc, a public limited company
incorporated and registered in England and Wales, as guarantor (the
"Guarantor") and Deutsche Bank Trust Company Americas as trustee
(as successor to Law Debenture Trust Company of New York, pursuant
to an Instrument of Resignation, Appointment and Acceptance dated
April 12, 2017, among the Issuer, Law Debenture Trust Company of
New York and Deutsche Bank Trust Company Americas, the "Trustee")
(the "Base Indenture" and, as amended and supplemented by a first
supplemental indenture, dated as of March 21, 2014 and as further
amended and supplemented by a second supplemental indenture dated
as of May 15, 2018, the "Indenture"). Capitalized terms used and
not defined herein have the meanings ascribed to them in the
Indenture or, if not defined therein, the Notes.
NOTICE IS HEREBY GIVEN that, pursuant to Section 3.02 of the
Indenture, the Issuer has elected to redeem and will redeem on
October 13 , 2020 (the "Redemption Date") all of the remaining
principal amount of the Notes outstanding at the Redemption Price
(defined below).
The "Redemption Price" shall mean an amount equal to the greater
of:
(A) 100% of the principal amount of the Notes
OR
(B) as determined by the Quotation Agent, the sum of the present
values of the Remaining Scheduled Payments, discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus
0.100%,
plus
in either of the above cases, accrued and unpaid interest
thereon to, but excluding, the Redemption Date.
Holders of the Notes will be paid the Redemption Price upon
presentation and surrender of their Notes for redemption at the
following addresses:
By mail or overnight courier:
DB Services Americas, Inc
5022 Gate Parkway Suite 200
MS JCK01-0218
Jacksonville, FL 32256
For Information call 1-800-735-7777
Upon receipt of funds for such purpose from the Issuer, the
Trustee shall pay, in immediately available funds, the Redemption
Price of such Notes to the registered Holder of all Notes
outstanding, Cede & Co., the nominee for The Depository Trust
Company ("DTC"), in accordance with applicable DTC procedures.
On the Redemption Date, (i) the Redemption Price will become due
and payable on the Notes, (ii) unless the Company defaults in
making payment of the Redemption Price, interest on the Notes shall
cease to accrue on and after the Redemption Date and (iii) the only
remaining right of the holder with respect to the Notes will be to
receive payment of the Redemption Price upon surrender to the
Trustee.
*No representation is made as to the correctness of the CUSIP or
ISIN number either as printed on the Notes or as contained in this
Notice of Redemption and the holder should rely only on the other
identification numbers printed on the Notes. This CUSIP number has
been assigned to this issue by Standard and Poor's Corporation and
is included solely for the convenience of the holders. Neither the
Issuer, the Trustee nor the Paying Agent or any of their agents
shall be responsible for the selection or use of this CUSIP number,
nor is any representation made as to its correctness on the bonds
or as indicated in any redemption notice.
IMPORTANT TAX INFORMATION
EXISTING FEDERAL INCOME TAX LAW MAY REQUIRE BACKUP WITHHOLDING
OF 24% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR SECURITIES FOR
PAYMENTS WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION
NUMBER, CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY ON A
COMPLETE AND VALID INTERNAL REVENUE SERVICE ("IRS") FORM W-9 OR
APPLICABLE FORM W-8 TO THE APPLICABLE PAYER OR WITHHOLDING AGENT.
HOLDERS MAY ALSO BE SUBJECT TO A PENALTY OF $50.00 FOR FAILURE TO
PROVIDE SUCH NUMBER.
Sincerely,
GLAXOSMITHKLINE CAPITAL PLC
By: Deutsche Bank Trust Company Americas, as Trustee
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END
MSCPPURWBUPUGCR
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September 28, 2020 10:40 ET (14:40 GMT)
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