HGS 3.00% convertible senior notes 2018
Friday 7 September 2012, London UK - LSE Announcement
Temporary Increase in Conversion Rate for the Human Genome Sciences 3.00% Convertible Senior Notes Due 2018
GlaxoSmithKline plc ("GSK") (LSE: GSK), announced today on behalf of its wholly owned subsidiary Human Genome Sciences Inc., ("HGS"), a temporary increase in the conversion rate applicable to its 3.00% Convertible Senior Notes due 2018 (CUSIP: 444903AN8) (the "notes"). As a result of this increase, any holders that convert notes on or after September 24, 2012 and at or before 5:00 pm, New York City time, October 23, 2012 (referred to as the "Increase Period") will receive conversion consideration based on a conversion rate of 87.1211 (rather than the otherwise applicable conversion rate of 75.0469).
The notes are not currently convertible and will not be convertible prior to commencement of the Increase Period. Following the Increase Period, the notes will be convertible only if the conditions to conversion contained in the indenture governing the notes are met (which may not occur before August 15, 2018). If the notes become convertible again at any time following expiration of the Increase Period, conversions at that time will not benefit from the temporarily increased conversion rate announced today.
Following GSK's acquisition of HGS' outstanding stock in a cash transaction, the notes have become convertible (at times at which the conditions to conversion of the notes are met) solely into cash. As a result, applying the temporarily increased conversion rate, any holders that convert notes during the Increase Period will receive $1,241.475675 in cash per $1,000 principal amount of notes converted.
$494,286,000 principal amount of the notes have been previously converted, and $214,000 principal amount of the notes remain outstanding.
The CUSIP number of the notes is 444903AN8.
V A Whyte
Company Secretary
7 September 2012
GlaxoSmithKline - one of the world's leading research-based pharmaceutical and healthcare companies - is committed to improving the quality of human life by enabling people to do more, feel better and live longer. For further information please visit www.gsk.com.
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Cautionary statement regarding forward-looking statements This communication contains forward-looking statements. GSK cautions readers that any forward-looking statements made by GSK, including those made in this communication, are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of a business combination transaction involving GSK and HGS, including future financial and operating results, GSK's plans, objectives, expectations (financial or otherwise) and intentions relating to the business combination and other statements that are not historical facts. Factors that may affect GSK's operations are described under 'Risk factors' in the 'Financial review & risk' section in GSK's Annual Report 2011 included as exhibit 15.2 to GSK's Annual Report on Form 20-F for 2011.
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