REG - GSK PLC - Completion of GSK Share Consolidation

GSKAnnouncement

19/07/2022 07:00

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RNS Number : 8878S  GSK PLC  18 July 2022

Issued: 18 July 2022, London UK

 

Completion of GSK Share Consolidation

 

GSK plc (LSE/NYSE: GSK) is pleased to announce that further to the Circular
and Notice of General Meeting published by GSK on 1 June 2022, and following
the announcements of 6 July 2022 that shareholder approval was granted at the
GSK General Meeting and of 18 July 2022 that GSK has completed the demerger of
the Consumer Healthcare business from the GSK Group to form Haleon, the
consolidation of GSK shares (the "GSK Share Consolidation") will become
effective at 8.00 a.m. tomorrow (Tuesday 19 July 2022).

 

Admission of GSK's new ordinary shares to the premium listing segment of the
Official List of the Financial Conduct Authority ("FCA") and to trading on the
London Stock Exchange's Main Market for listed securities will take place at
8.00 a.m. tomorrow.

 

Further information on key dates in relation to the GSK Share Consolidation is
set out at the end of this announcement ("Expected Timetable of Principal
Events") and can also be found in the Circular to Shareholders published on 1
June 2022. The Circular is available on GSK's website at www.gsk.com/demerger
(http://www.gsk.com/demerger) .

 

The new ordinary shares will be registered with:

 

 ISIN number   GB00BN7SWP63

 SEDOL number  BN7SWP6

 

As at the record time of 8.00 p.m. (UK) on Monday 18 July 2022, the GSK Share
Consolidation applied a ratio of:

 

4 new ordinary shares for every 5 existing ordinary shares.

 

Fractional entitlements

Unless a holding of existing ordinary shares at the record time was exactly
divisible by the denominator in the consolidation ratio, a shareholder will
have a fractional entitlement to a new ordinary share. Fractional entitlements
that have arisen from the GSK Share Consolidation will be aggregated and the
resulting new ordinary shares will be sold in the open market, as soon as
practicable, at the best price reasonably obtainable, and the net proceeds
will be paid to each relevant shareholder according to his or her entitlement.

 

Total number of voting rights

Following the Issuance and the GSK Share Consolidation, and in accordance with
the requirements of the FCA's Disclosure Guidance and Transparency Rule
5.6.1A, GSK hereby notifies the market that GSK's issued share capital as at
8.00 am on Tuesday 19 July 2022 will consist of 4,311,276,836 ordinary shares
of 31¼  pence each (including 243,924,760 ordinary shares held in treasury).
Therefore, the total number of voting rights in GSK as at 19 July 2022 is
4,067,352,076.

 

The above figure may be used by shareholders and others with notification
obligations as their denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the GSK Group under the FCA's Disclosure Guidance and
Transparency Rules. Notifications may be sent to company.secretary@gsk.com
(mailto:company.secretary@gsk.com) .

 

Dividends

GSK has previously stated that it expected to declare a 27p per share dividend
for the first half of 2022, a 22p per share dividend for the second half of
2022 and a 45p per share dividend for 2023, but that these targeted dividends
per share would increase in step with the GSK Share Consolidation to maintain
the same aggregate dividend pay-out in absolute Pound Sterling terms.
Accordingly, using the consolidation ratio, GSK's expected dividend for the
second quarter of 2022 converts to 16.25p per new ordinary share (taking into
account the dividend of 14p per share paid for the first quarter of 2022), the
expected dividend for the second half of 2022 converts to 27.5p per new
ordinary share and the expected dividend for 2023 converts to 56.25p per new
ordinary share. GSK expects to publish its results for the second quarter of
2022 on Wednesday 27 July 2022 which will confirm the dividend to be declared
for that quarter.

 

American Depositary Shares (ADSs)

The GSK Share Consolidation will not result in a change to the ratio of GSK
shares represented by each GSK ADS. However, following the GSK Share
Consolidation becoming effective, the existing GSK shares held by the ADS
Depositary will be replaced with a smaller number of new GSK shares. As a
result, GSK ADS holders will, upon cancellation of their existing GSK ADSs, be
issued with and receive 4 new GSK ADSs for every 5 existing GSK ADSs.

 

It is expected that "regular-way" trading with respect to existing GSK ADSs
will end at market open on Tuesday 19 July 2022 and that "regular-way" trading
with respect to new GSK ADSs will commence on the New York Stock Exchange (the
"NYSE") at market open on Friday 22 July 2022. In addition, it is expected
that new GSK ADSs will begin trading on a "when-issued" basis on the NYSE from
market open on Tuesday 19 July 2022 and continue up to and including Thursday
21 July 2022. New GSK ADSs will trade under the CUSIP number 37733W204.

 

Further details on the impact of the GSK Share Consolidation on GSK ADS
holders are provided in the Circular, which is available on GSK's website at
www.gsk.com/demerger (http://www.gsk.com/demerger) .

 

Victoria Whyte

Company Secretary

18 July 2022

 

Expected Timetable of Principal Events

The times and dates set out in the timetable below and throughout this
announcement are indicative only and based on GSK's current expectations and
may be subject to change without further notice.

 

 Event                                                                        Time and date((1))
 GSK Admission and commencement of dealings in New GSK Shares on the LSE      8.00 a.m. on Tuesday 19 July 2022
 CREST accounts credited in respect of New GSK Shares in uncertificated form  As soon as practicable after 8.00 a.m. on Tuesday 19 July 2022
 Admission and commencement of dealings in new GSK ADSs on the NYSE           9.30 a.m. New York City time on Friday 22 July 2022
 Opening of the GSK ADS issuance and cancellation books((2))                  8.00 a.m. New York City time on Monday 25 July 2022
 Latest date for despatch of:                                                 By Monday 1 August 2022

 -       definitive share certificates (where applicable) for New GSK
 Shares in certificated form to Qualifying Shareholders on the GSK Share
 Register
 -       CSN statements for GSK CSN((3))                                      By Monday 1 August 2022
 Posting of payment advice, CREST accounts credited or payment by electronic  Week commencing Monday 1 August 2022
 payment in respect of fractional entitlements arising from the GSK Share
 Consolidation

 

Notes

(1)  Unless otherwise indicated, all references to time in this timetable are
to UK time.

(2)  The Depositary will suspend the issuance and cancellation of GSK ADSs
from Thursday 14 July 2022 until Monday 25 July 2022. This means that during
this time, you will not be able to convert your GSK ADSs into GSK Shares,
surrender your GSK ADSs and receive underlying GSK Shares, or deposit your GSK
Shares and receive GSK ADSs. However, the closing of the issuance and
cancellation books does not impact trading, and you may continue to trade your
GSK ADSs during this period.

(3)  For CSN Shareholders who have a Shareview Portfolio account, and have
not elected for paper statements to be issued to them, the CSN statements will
only be made available electronically via their account.

 

About GSK

GSK is a global biopharma company with a purpose to unite science, technology,
and talent to get ahead of disease together. Find out more
at www.gsk.com/en-gb/company/ (http://www.gsk.com/en-gb/company/)

 

 GSK enquiries
 Media:               Tim Foley          +44 (0) 20 8047 5502  (London)
                      Madeleine Breckon  +44 (0) 20 8047 5502  (London)
                      Kathleen Quinn     +1 202 603 5003       (Washington DC)

 Investor Relations:  Nick Stone         +44 (0) 7717 618834   (London)
                      James Dodwell      +44 (0) 20 8047 2406  (London)
                      Mick Readey        +44 (0) 7990 339653   (London)
                      Josh Williams      +44 (0) 7385 415719   (London)
                      Jeff McLaughlin    +1 215 751 7002       (Philadelphia)

 

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. Such factors include, but are not limited to, those described in
the Company's Annual Report on Form 20-F for 2021, GSK's Q1 Results for 2022
and any impacts of the COVID-19 pandemic.

 

Registered in England & Wales:

No. 3888792

 

Registered Office:

980 Great West Road

Brentford, Middlesex

TW8 9GS

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