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Monday 22 July, 2013

GlaxoSmithKline PLC

GSK Consumer Nigeria plc Sch of Arrangement update

RNS Number : 8364J
GlaxoSmithKline PLC
22 July 2013

Issued: Monday 22 July 2013, London UK - LSE Announcement



Update on GSK Consumer Nigeria plc Scheme of Arrangement



GlaxoSmithKline plc ("GSK") (LSE:GSK) and GlaxoSmithKline Consumer Nigeria PLC ("GSK Nigeria") today announced that they have agreed that the scheme of arrangement proposed to GSK Nigeria's shareholders in the scheme document dated 24 June 2013, under which it was proposed that GSK would increase its indirect ownership in GSK Nigeria to 75%, will be withdrawn. Following this withdrawal, at the meeting of its shareholders scheduled for 23 July 2012, GSK Nigeria will be suspending the proposed scheme of arrangement.


GSK and GSK Nigeria believe that the suspension of the scheme of arrangement is necessary to consider appropriate amendments to the proposal for GSK to increase its indirect ownership in GSK Nigeria.  In particular, GSK and GSK Nigeria have agreed to consult shareholders and the Securities and Exchange Commission about the proposal including whether it should be implemented by way of a tender offer. There can be no assurance that the proposal will proceed by way of a tender offer or otherwise.


Furthermore, as disclosed in the scheme document, GSK has announced its intention to dispose of its global Lucozade and Ribena brands. GSK and GSK Nigeria have commenced work towards the formalisation of updated long term arrangements that would allow GSK Nigeria to continue to distribute these brands in Nigeria and certain countries in West Africa.  GSK and GSK Nigeria believe it is important that these arrangements are concluded and disclosed before any revised proposal is put to GSK Nigeria shareholders.


The general meeting of shareholders of GSK Nigeria convened for 23 July 2013 to consider the proposed scheme of arrangement will therefore be held and adjourned indefinitely.


A further announcement will be made in due course.


V A Whyte

Company Secretary

22 July 2013






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Cautionary statement regarding forward-looking statements
GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Factors that may affect GSK' s operations are described under Item 3.D 'Risk factors' in the company's Annual Report on Form 20-F for 2012.



















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