REG - GSK PLC - GSK completes sale of shares in Haleon plc

GSKAnnouncement

12/05/2023 07:00

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RNS Number : 1817Z  GSK PLC  12 May 2023

Issued: 12 May 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NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING,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 plc

GSK completes sale of shares in Haleon

Further to the announcement by GSK on 11 May 2023, GSK has agreed to sell 240m
ordinary shares in Haleon plc ("Haleon") at a price of 335 pence per share
(the "Placing Shares"), raising gross proceeds of approximately £804m (the
"Placing").

Following settlement of the Placing, GSK will hold 955m(1) ordinary shares in
Haleon, representing approximately 10.3% of the issued share capital of
Haleon.

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

((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 enquiries:             Tim Foley           +44 (0) 20 8047 5502   (London)
                              Simon Moore         +44 (0) 20 8047 5502   (London)
                              Kathleen Quinn      +1 202 603 5003        (Washington DC)
                              Alison Hunt         +1 540 742 3391        (Washington DC)

 Analyst/Investor enquiries:  Nick Stone          +44 (0) 7717 618834    (London)

                              James Dodwell       +44 (0) 20 8047 2406   (London)

                              Mick Readey         +44 (0) 7990 339653    (London)

                              Joshua Williams     +44 (0) 7385 415719    (London)

                              Camilla Campbell    +44 (0) 7803 050238    (London)

                              Steph Mountifield   +44 (0) 7736 063933    (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.

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.

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 in
the Company's Annual Report on Form 20-F for 2022, GSK's Q1 Results for 2023
and any 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 the Placing Shares. Any investment decision to buy
Placing Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by Merrill
Lynch International.

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 constitutes 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 referred to herein may
not be deposited in an unrestricted depositary receipt facility for 40 days
following the commencement of the Placing. GSK does not intend to register any
part of the Placing 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 in the United Kingdom 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, in the United Kingdom, 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 Placing and the distribution of this announcement and other information in
connection with the Placing in certain jurisdictions may be restricted by law.
No action has been taken that would permit the Placing 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.

In connection with the Placing, Merrill Lynch International and its affiliates
may take up a portion of the Placing Shares 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 Placing Shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references in this announcement to the Placing 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, Merrill Lynch International its affiliates acting in such
capacity.  In addition, Merrill Lynch International and its affiliates may
enter into financing arrangements (including swaps or contracts for
differences) with investors in connection with which Merrill Lynch
International and its affiliates may from time to time acquire, hold or
dispose of Placing Shares. Merrill Lynch International does not intend 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 Merrill Lynch International.

None of Merrill Lynch International or any of its or its 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.

Merrill Lynch International is authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority.is acting for GSK and for no one
else in connection with the Placing 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 Placing, the contents of this
announcement or any transaction, arrangement or other matter referred to in
this announcement.

 

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