REG - GSK PLC - Demerger update: Publication of Documents

GSKAnnouncement

01/06/2022 13:00

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RNS Number : 5880N  GSK PLC  01 June 2022

Issued: 1 June 2022, London UK - LSE announcement

 

GSK publishes Prospectus and Circular for proposed demerger of its Consumer
Healthcare business to form Haleon

 

Further to the announcement made earlier today regarding the proposed
separation of the GSK Consumer Healthcare business from the GSK Group, GSK
confirms that the Circular in relation to the proposed demerger (the
"Demerger") and the Prospectus in relation to the admission of Haleon plc's
ordinary shares to the Premium listing segment of the Official List of the
Financial Conduct Authority ("FCA") and to trading on the Main Market of the
London Stock Exchange ("LSE") have each been approved by the FCA and published
by GSK and Haleon respectively.

 

The Circular is available on GSK's website at www.gsk.com/demerger
(http://www.gsk.com/demerger) . The Prospectus is available on Haleon's
website at www.haleon.com (http://www.haleon.com) . A copy of the Circular and
Prospectus has been submitted to the UK's National Storage Mechanism and will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The Demerger is conditional on, among other things, the approval by GSK
shareholders of the Demerger, the GSK Share Consolidation and the Related
Party Transactions at a General Meeting, the receipt of all necessary
mandatory governmental/regulatory approvals and the final approval of the
Demerger by the GSK Board.

 

The General Meeting will be held at the Sofitel London Heathrow, Terminal 5,
London Heathrow Airport, TW6 2GD on Wednesday 6 July 2022 at 2.30 p.m. (UK
time). Shareholders will be able to join and participate in the General
Meeting electronically through the Lumi website or in person. Further details
of how to join the General Meeting either electronically or in person are set
out in the Circular and the Notice of General Meeting contained within it.

It is expected that the Demerger will be completed and that the Haleon
ordinary shares will be admitted to the Premium listing segment of the
Official List of the FCA and admitted to trading on the Main Market of the LSE
on Monday 18 July 2022. Application will also shortly be made to list American
Depositary Shares ("ADSs") representing Haleon ordinary shares on the New York
Stock Exchange ("NYSE")(( 1 )).

 

Description of GSK

GSK is a science-led global healthcare company. For further information please
visit www.gsk.com/about-us (https://www.gsk.com/en-gb/about-us/) .

 

Disclaimer

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.

 

Prior to making any decision in relation to the Demerger, shareholders should
read the Circular and the Prospectus in their entirety, including the
information incorporated by reference. Shareholders must rely upon their own
examination, analysis and enquiries of GSK and the terms of the Circular and
Prospectus, including the merits and risks involved.

 

Information regarding forward-looking statements

This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". Forward-looking statements give GSK's current
expectations or forecasts of future events, including strategic initiatives
and future financial condition and performance relating to Haleon and/or GSK.
An investor can identify these statements by the fact that they do not relate
strictly to historical or current facts. They use words such as 'anticipate',
'estimate', 'expect', 'intend', 'will', 'project', 'plan', 'believe',
'target', 'aim', 'ambition' and other words and terms of similar meaning in
connection with any discussion of future operating or financial performance.
In particular, these include statements relating to future actions, plans,
objectives, goals, event or intentions. Other than in accordance with its
legal or regulatory obligations (including under the Market Abuse Regulation,
the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority), GSK undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise. The reader should, however, consult any additional
disclosures that GSK may make in any documents which it publishes and/or files
with the SEC. All readers, wherever located, should take note of these
disclosures. Accordingly, no assurance can be given that any particular
expectation will be met and investors are cautioned not to place undue
reliance on the forward-looking statements.

 

Forward-looking statements are subject to assumptions, inherent risks and
uncertainties, many of which relate to factors that are beyond GSK's control
or precise estimate. GSK cautions investors that a number of important
factors, including those in this document, could cause actual results to
differ materially from those expressed or implied in any forward-looking
statement.  Such factors include, but are not limited to, those discussed
under Item 3.D 'Risk Factors' in GSK's Annual Report on Form 20-F for 2021,
GSK's Q1 Results for 2022 and any impacts of the COVID-19 pandemic. Any
forward-looking statements made by or on behalf of GSK speak only as of the
date they are made and are based upon the knowledge and information available
to the directors on the date of this announcement.

 

 GSK enquiries:
 Media enquiries:             Tim Foley        +44 (0) 20 8047 5502  (London)
                              Kathleen Quinn   +1 202 603 5003       (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)
                              Josh Williams    +44 (0) 7385 415719   (London)
                              Jeff McLaughlin  +1 215 751 7002       (Philadelphia)
                              Sonya Ghobrial   +44 (0) 7823 523562   (Consumer)
                              Emma White       +44 (0) 7823 523562   (Consumer)
                              Rakesh Patel     +44 (0) 7552 484646   (Consumer)

 

Registered in England & Wales:

No. 3888792

 

Registered Office:

980 Great West Road

Brentford, Middlesex

TW8 9GS

 

 

 1  It is expected that Haleon ADSs will commence "regular-way" trading on the
NYSE at market open on 22 July 2022. In addition, we expect that Haleon ADSs
will begin trading on a "when-issued" basis on the NYSE from market open on 18
July 2022 up to and including 21 July 2022.

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