UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission File Number 001-15170
GSK plc
(Translation of registrant's name into English)
980 Great West Road, Brentford, Middlesex, TW8 9GS
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
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CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN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 announces intention to sell
up to 240m shares in Haleon
Following the successful demerger and premium
listing of Haleon plc (“Haleon”) as announced on 18 July 2022, GSK has retained a 12.94%1 stake in Haleon.
GSK today announces that it intends to sell
up to 240m ordinary shares in Haleon, equivalent to up to 2.5% of Haleon’s issued share capital.
The disposal 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 under which BofA Securities has been appointed to act as the Sole Global Coordinator of the Offering.
GSK and Pfizer, Inc. (which holds a 32% stake
in Haleon), have each undertaken to BofA Securities 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 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) |
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Simon Moore |
+44 (0) 20 8047 5502 |
(London) |
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Kathleen Quinn |
+1 202 603 5003 |
(Washington DC) |
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Alison Hunt |
+1 540 742 3391 |
(Washington DC) |
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Analyst/Investor enquiries: |
Nick Stone
James Dodwell
Mick Readey
Joshua Williams
Camilla Campbell
Steph Mountifield
Jeff McLaughlin
Frannie DeFranco |
+44 (0) 7717 618834
+44 (0) 20 8047 2406
+44 (0) 7990 339653
+44 (0) 7385 415719
+44 (0) 7803 050238
+44 (0) 7736 063933
+1 215 751 7002
+1 215 751 4855
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(London)
(London)
(London)
(London)
(London)
(London)
(Philadelphia)
(Philadelphia)
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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 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 Haleon. Any investment 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 Offering.
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.
Merrill Lynch International and its 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, 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 the securities referenced herein. 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 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
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
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GSK plc |
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(Registrant) |
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Date: May 11, 2023 |
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By: |
/s/ Victoria Whyte |
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Victoria Whyte |
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Authorised Signatory for and on |
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behalf of GSK plc |
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