REG - GSK PLC - Result of General Meeting

GSKAnnouncement

06/07/2022 16:30

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RNS Number : 5781R  GSK PLC  06 July 2022

Issued: 6 July 2022, London UK

 

Result of General Meeting

 

GSK plc (LSE/NYSE: GSK) is pleased to announce that at a General Meeting held
at 2.30 pm on Wednesday 6 July 2022 both resolutions set out in the Notice of
General Meeting (included in the Circular to shareholders published on 1 June
2022) were duly passed by shareholders.

 

It is therefore expected that the proposed demerger of Haleon plc ('Haleon')
will be completed and that Haleon shares will be admitted to trading on the
London Stock Exchange's Main Market for listed securities at 8.00 am (UK time)
on Monday 18 July 2022. The GSK Share Consolidation is expected to become
effective after 8.00 pm (UK time) on Monday 18 July 2022.

 

Further information on key dates in relation to the proposed demerger of
Haleon and 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 table below provides the results of the poll.

 

 Resolution                                     Total votes for((1)(2))  %      Total votes against((2))  %     Total votes cast  Votes withheld((3))
 1       Demerger Resolution                    3,568,610,751            99.81  6,794,940                 0.19  3,575,405,691     7,388,793

 2       Related Party Transactions Resolution  3,565,834,534            99.77  8,056,152                 0.23  3,573,890,686     8,857,644

 

Shareholders were able to join the General Meeting virtually via Lumi, Zoom
and in person. The full text of the two resolutions tabled at the General
Meeting is contained in the Notice of General Meeting on pages 157 to 159 of
the Circular to Shareholders published on 1 June 2022.

 

All valid proxy votes (whether submitted electronically or in hard copy form)
were included in the poll taken at the meeting.

 

The above poll results will shortly be available on GSK's website at
www.gsk.com (http://www.gsk.com) . In accordance with Listing Rule 9.6.2 of
the UK Listing Rules, a copy of the resolutions will be submitted to the
Financial Conduct Authority and will in due course be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

V A Whyte

Company Secretary

6 July 2022

 

Notes:

Dr Vishal Sikka's appointment as a Non-Executive Director will become
effective on 18 July 2022. His appointment was announced on 4 May 2022
(https://www.gsk.com/en-gb/media/press-releases/gsk-announces-dr-vishal-sikka-to-join-the-board-as-non-executive-director/)
.

 

The following table provides further relevant information on the General
Meeting:

 

 Issued share capital (excluding Treasury Shares)                                5,084,180,157
 Total votes cast and votes withheld lodged as a % of GSK's issued share         70.47%
 capital (excluding Treasury Shares)
 Total shareholder population                                                    86,359
 Total number of proxies lodged                                                  8,820
 % of shareholders who lodged proxies                                            10.21%
 Number of shareholders, corporate representatives and proxies who attended the
 General Meeting:

                                                                               46
 in person

                                                                               99
 virtually

 

About 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/) .

 GSK enquiries:
 Media enquiries:             Tim Foley          +44 (0) 20 8047 5502  (London)
                              Madeleine Breckon  +44 (0) 20 8047 5502  (London)
                              Kathleen Quinn     +1 202 603 5003       (Washington DC)
                              Lyndsay Meyer      +1 202 302 4595       (Washington DC)

 Analyst/Investor enquiries:  Nick Stone         +44 (0) 7717 618834   (London)
                              Sonya Ghobrial     +44 (0) 7392 784784   (Consumer)
                              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)

 

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.

 

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
GSK's Annual Report on Form 20-F for 2021, GSK's Q1 Results for 2022 and any
impacts of the COVID-19 pandemic.

 

All outlooks, ambitions and considerations for Haleon should be read together
with the section "Assumptions and cautionary statement and regarding
forward-looking statements" on page 163 of the 'Haleon Capital Markets Day all
presentation slides' dated 28 February 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.

 

Note on trading

Unless the counterparties specifically agree otherwise, a buyer of GSK's
shares ahead of the ex-dividend date (Monday 18 July 2022) will assume the
benefit of Haleon shares, and the seller would need to pass the benefit to the
buyer, even if the seller is the recorded owner at the Shareholder Record Time
(6.00pm on Friday 15 July 2022).

 

 Event                                                                            Time and date((4))
 Closing of the GSK ADS issuance and cancellation books ((5))                     8 a.m. New York City time on Thursday 14 July 2022
 Latest time and date for transfers of GSK Shares for the transferee to be        6 p.m. on Friday 15 July 2022
 registered on the GSK Share Register at the Shareholder Record Time
 Shareholder Record Time for determining the entitlement to the Demerger          6 p.m. on Friday 15 July 2022
 Dividend
 ADS Holder Record Time for determining the entitlement to the Demerger           5 p.m. New York City time on Friday 15 July 2022
 Dividend
 Demerger Dividend to Qualifying Shareholders                                     After 6 p.m. on Friday 15 July 2022
 Completion of Share Exchanges                                                    Sunday 17 July 2022
 Commencement of dealings in Existing GSK Shares (ex entitlement to Haleon        8 a.m. on Monday 18 July 2022
 Shares) on the LSE
 Admission and commencement of dealings in Haleon Shares on the LSE               8 a.m. on Monday 18 July 2022
 CREST accounts credited in respect of Haleon Shares in uncertificated form       As soon as practicable after 8 a.m. on Monday 18 July 2022
 GSK Share Consolidation record time--                                            8.p.m. on Monday 18 July 2022
 GSK Share Consolidation becomes effective                                        After 8 p.m. on Monday 18 July 2022
 GSK Admission and commencement of dealings in New GSK Shares on the LSE          8 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 a.m. on Tuesday 19 July 2022
 Admission and commencement of dealings in:                                       9.30 a.m. New York City time on Friday 22 July 2022

        Haleon ADSs on the NYSE
        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 ((5))                     8 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
        definitive share certificates (where applicable) for Haleon Shares        By Monday 1 August 2022
 in certificated form to Qualifying Shareholders on the GSK Share Register((6))
       CSN statements for GSK CSN((7))                                            By Monday 1 August 2022
       opening statements for Haleon CSN((6) (7))                                 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 to Expected Timetable of Principal Events

(1)        The "for" votes include those giving the Chair discretion.
In line with the notification issued to American Depositary Receipt (ADR)
holders, GSK did not instruct its ADR Depositary to vote any unvoted ADRs in
respect of the General Meeting resolutions.

 

(2)        Votes "for" and "against" are expressed as a percentage of
the total votes cast.

 

(3)        A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes "for" or "against" a resolution.

 

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

 

(5)        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.

 

(6)        Subject to the timing of the Haleon Capital Reduction.

 

(7)        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.

Registered in England & Wales:

No. 3888792

 

Registered Office:

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Brentford, Middlesex

TW8 9GS

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