REG - GSK PLC - GSK announces intention to sell shares in Haleon

GSKAnnouncement

05/10/2023 17:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231005:nRSE8742Oa&default-theme=true

RNS Number : 8742O  GSK PLC  05 October 2023

Issued: 5 October 2023, London UK

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

GSK announces intention to sell 270m shares in Haleon

 

 

 

GSK plc (LSE/NYSE: GSK) today announced that it intends to sell 270m ordinary
shares in Haleon, equivalent to approximately 2.9% of Haleon's issued share
capital.

Following the successful demerger and premium listing of Haleon plc ("Haleon")
as announced on 18 July 2022, GSK initially retained a 12.94%(1) stake in
Haleon. As subsequently announced on 12 May 2023, GSK completed the sale of
240m ordinary shares in Haleon, reducing its stake in Haleon to approximately
10.3%(1).

The disposal announced today will be conducted through a placing of ordinary
shares in Haleon to institutional investors (the "Offering"). The offer price
will be determined by means of an accelerated bookbuild offering process which
is to start immediately.

A further announcement will be made following completion of the bookbuild and
pricing of the Offering.

GSK has entered into a secondary block trade agreement with BofA Securities
("BofA") and Citigroup Global Markets Limited ("Citi") under which BofA and
Citi have been appointed to act as the Joint Global Coordinators of the
Offering.

GSK and Pfizer, Inc. (which holds a 32% stake in Haleon), have each undertaken
to BofA and Citi not to dispose of any shares in Haleon for a period of 60
days after the date of settlement of the Offering, subject to certain
customary exceptions and waiver by BofA and Citi.

((1)) Excluding shares in Haleon held by the GSK employee share ownership
trust.

 

 

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 gsk.com/company.

 

 

 GSK enquiries
 Media:               Tim Foley          +44 (0) 20 8047 5502  (London)
                      Sarah Clements     +44 (0) 20 8047 5502  (London)
                      Kathleen Quinn     +1 202 603 5003       (Washington DC)
                      Lyndsay Meyer      +1 202 302 4595       (Washington DC)
                      Alison Hunt        +1 540 742 3391       (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)
                      Camilla Campbell   +44 (0) 7803 050238   (London)
                      Steph Mountifield  +44 (0) 7796 707505   (London)
                      Jeff McLaughlin    +1 215 751 7002       (Philadelphia)
                      Frannie DeFranco   +1 215 751 4855       (Philadelphia)

 

Disclaimer

The contents of this announcement have been prepared by and are the sole
responsibility of GSK.

GSK makes no representation or warranty as to the appropriateness, accuracy,
completeness or reliability of the information in this announcement.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security.

This announcement does not represent the announcement of a definitive
agreement to proceed with the Offering and, accordingly, there can be no
certainty that the Offering will proceed. GSK reserves the right not to
proceed with the Offering or to vary the terms of the Offering in any way.

 

Information 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 under
Item 3.D 'Risk factors' in the Company's Annual Report on Form 20-F for 2022
and GSK's Q2 Results for 2023 and the impacts of the COVID-19 pandemic.

This Announcement does not constitute a recommendation to acquire any ordinary
shares in Haleon. This Announcement does not identify or suggest, or purport
to identify or suggest, the risks (direct or indirect) that may be associated
with an investment in Haleon. Any investment must be made solely on the basis
of publicly available information, which has not been independently verified
by Citigroup Global Markets Limited ("Citi") or Merrill Lynch International
("BofA Securities").

No offer

Neither this announcement nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or purchase whatsoever in
any jurisdiction and shall not constitute or form part of an offer to sell or
the solicitation of an offer to buy any securities in the United States or in
any other jurisdiction. The securities referred to herein may not be offered
or sold in the United States absent registration with the United States
Securities and Exchange Commission or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities
referred to herein may not be deposited in an unrestricted depositary receipt
facility for 40 days following the commencement of the Offering or for so long
as the securities are "restricted securities" within the meaning of Rule 144
under the Securities Act. GSK does not intend to register any part of the
Offering in the United States or to conduct a public offering in the United
States of the shares to which this announcement relates.

This announcement does not constitute a prospectus or an offer or invitation
to purchase securities. This announcement is only addressed to, and directed
at, persons who are "qualified investors", being persons falling within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 and who: (i) have professional experience in matters
relating to investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are
persons falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (b) persons to whom it may
otherwise lawfully be communicated, (each such persons in (a) and (b) together
being referred to as "Relevant Persons").

In addition, this announcement is not being distributed, nor has it been
approved for the purposes of Section 21 of the Financial Services and Markets
Act 2000 ("FSMA"), by a person authorised under FSMA.

This document is directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Under no circumstances
should persons who are not Relevant Persons rely or act upon the contents of
this announcement. Any investment or investment activity to which this
announcement relates in the United Kingdom is available only to, and will be
engaged only with, Relevant Persons. Persons distributing this announcement
must satisfy themselves that it is lawful to do so.

The Offering and the distribution of this announcement and other information
in connection with the Offering in certain jurisdictions may be restricted by
law. No action has been taken that would permit the Offering or distribution
of this announcement in any jurisdiction where action for such purpose is
required. Persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Citi, BofA Securities and their respective affiliates may take up a portion of
the securities referenced herein in the Offering as a principal position at
any stage at their sole discretion, inter alia, to take account of the
objectives of GSK, MiFID II/ UK MiFID II requirements and in accordance with
allocation policies, and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the Company or
related investments in connection with the Offering or otherwise.
Accordingly, references in this announcement to shares being sold, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by,
Citi, BofA Securities or their respective affiliates acting in such
capacity.  In addition, Citi, BofA Securities and their respective affiliates
may enter into financing arrangements (including swaps or contracts for
differences) with investors in connection with which Citi, BofA Securities and
their respective affiliates may from time to time acquire, hold or dispose of
the securities referenced herein. Neither Citi nor BofA Securities intends to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.

Any communications that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by Citi or BofA Securities.

None of Citi, BofA Securities or any of their or their respective affiliates'
directors, officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to Haleon, GSK, their
respective subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.

Citi and BofA Securities are each authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority, and are acting for GSK and for
no one else in connection with the Offering and will not be responsible to
anyone other than GSK for providing the protections afforded to their
customers or for affording advice in relation to the Offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
in this announcement.

 

 

Registered in England & Wales:

No. 3888792

 

Registered Office:

980 Great West Road

Brentford, Middlesex

TW8 9GS

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DISEELFBXBLXFBL