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 January 2024
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 ☐
Stock-exchange announcement
For media and investors
only
Issued: 16 January 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CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN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 announces intention to sell approximately 300m shares
in Haleon
GSK plc (LSE/NYSE: GSK) today announced that it intends to sell
approximately 300m ordinary shares in Haleon, equivalent to approximately 3.2% of Haleon’s issued share capital.
Following the successful demerger
and premium listing of Haleon plc (“Haleon”) as announced on 18 July 2022, GSK initially retained a 12.94%1
stake in Haleon. As a result of the disposals announced on 12 May 2023 and 6 October 2023, GSK has since
sold a total of 510m ordinary shares in Haleon, reducing its stake in Haleon to approximately 7.4%.
The disposal announced today 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 (“BofA”) and Citigroup Global Markets Limited (“Citi”) under
which BofA and Citi have been appointed to act as the Joint Global Coordinators of the Offering.
GSK and Pfizer Inc. (which holds a 32% stake in Haleon),
have each undertaken to BofA and Citi 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 and Citi.
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.
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Stock-exchange announcement
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Stock-exchange announcement
For media and investors only
GSK enquiries |
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Media: |
Tim Foley |
+44 (0) 20 8047 5502 |
(London) |
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Sarah Clements |
+44 (0) 20 8047 5502 |
(London) |
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Kathleen Quinn |
+1 202 603 5003 |
(Washington DC) |
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Lyndsay Meyer |
+1 202 302 4595 |
(Washington DC) |
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Alison Hunt |
+1 540 742 3391 |
(Washington DC) |
Investor Relations: |
Nick Stone |
+44 (0) 7717 618834 |
(London) |
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James Dodwell |
+44 (0) 20 8047 2406 |
(London) |
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Mick Readey |
+44 (0) 7990 339653 |
(London) |
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Josh Williams |
+44 (0) 7385 415719 |
(London) |
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Camilla Campbell |
+44 (0) 7803 050238 |
(London) |
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Steph Mountifield |
+44 (0) 7796 707505 |
(London) |
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Jeff McLaughlin |
+1 215 751 7002 |
(Philadelphia) |
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Frannie DeFranco |
+1 215 751 4855 |
(Philadelphia) |
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.
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 under Item 3.D ‘Risk factors’ in the Company's Annual Report on Form 20-F for 2022 and GSK's Q3 Results for
2023.
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 Citigroup Global Markets Limited (“Citi”)
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.
584349477
Stock-exchange announcement
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Stock-exchange announcement
For media and investors only
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.
Citi, BofA Securities and their respective
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, Citi, BofA Securities or their respective affiliates acting in such capacity. In addition, Citi, BofA
Securities and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors
in connection with which Citi, BofA Securities and their respective affiliates may from time to time acquire, hold or dispose of the securities
referenced herein. Neither Citi 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 Citi or BofA Securities.
None of Citi,
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.
Citi 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 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
584349477
Stock-exchange announcement
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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: January 17, 2024 |
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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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