Issued: 17 May 2024, 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INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING,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
completes sale of remaining shares in Haleon
GSK plc (LSE/NYSE: GSK) today
announced that, further to its announcement on 16 May 2024, GSK has
agreed to sell 385,320,110 ordinary shares in Haleon plc
("Haleon") at a price of
324 pence per share (the "Placing
Shares"), raising gross proceeds of approximately £1,248m
(the "Placing").
Following settlement of the Placing,
GSK will have fully exited its position and will no longer hold any
ordinary shares in Haleon.
Following the successful demerger
and premium listing of Haleon as announced on 18 July 2022, GSK
initially retained a 12.94% stake in Haleon. As a result of the
disposals announced on 12 May 2023, 6 October 2023, 16 January 2024
and 16 May 2024, GSK has since sold a total of 1,195m ordinary
shares in Haleon for cumulative gross proceeds of approximately
£3.9bn. GSK's exit of its position in Haleon is consistent with its
previous commitments to monetise its holding in a disciplined
manner.
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.
GSK
enquiries
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Media:
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Tim Foley
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(London)
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Simon Moore / Dan Smith / Sarah
Clements
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(London)
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Kathleen Quinn
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+1 202 603 5003
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(Washington DC)
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Lyndsay Meyer
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+1 202 302 4595
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(Washington DC)
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Alison Hunt
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+1 540 742 3391
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(Washington DC)
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Investor Relations:
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Nick Stone
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+44 (0) 7717 618834
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(London)
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James Dodwell
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+44 (0) 20 8047 2406
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(London)
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Mick Readey
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+44 (0) 7990 339653
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Josh Williams
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+44 (0) 7385 415719
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(London)
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Camilla Campbell
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+44 (0) 7803 050238
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(London)
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Steph Mountifield
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+44 (0) 7796 707505
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(London)
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Jeff McLaughlin
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+1 215 751 7002
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(Philadelphia)
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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 under Item 3.D 'Risk factors' in the Company's
Annual Report on Form 20-F for 2023 and GSK's Q1 Results for
2024.
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 Goldman Sachs International
("Goldman Sachs") 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: (a) (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 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,
Goldman Sachs, BofA Securities and their respective 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, Goldman Sachs,
BofA Securities or their respective affiliates acting in such
capacity. In addition, Goldman Sachs, BofA Securities and
their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in
connection with which Goldman Sachs, BofA Securities and their
respective affiliates may from time to time acquire, hold or
dispose of Placing Shares. Neither Goldman Sachs 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 Goldman Sachs or BofA
Securities.
None of Goldman Sachs, 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.
Goldman Sachs 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 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.
Registered in England & Wales:
No. 3888792
Registered Office:
980 Great West Road
Brentford, Middlesex
TW8 9GS