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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION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) |
|
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
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
|
(London)
(London)
(London)
(London)
(London)
(London)
(Philadelphia)
(Philadelphia)
|
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:
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/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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