TIDMGSK
RNS Number : 5880N
GSK PLC
01 June 2022
Issued: 1 June 2022, London UK - LSE announcement
GSK publishes Prospectus and Circular for proposed demerger of
its Consumer Healthcare business to form Haleon
Further to the announcement made earlier today regarding the
proposed separation of the GSK Consumer Healthcare business from
the GSK Group, GSK confirms that the Circular in relation to the
proposed demerger (the "Demerger") and the Prospectus in relation
to the admission of Haleon plc's ordinary shares to the Premium
listing segment of the Official List of the Financial Conduct
Authority ("FCA") and to trading on the Main Market of the London
Stock Exchange ("LSE") have each been approved by the FCA and
published by GSK and Haleon respectively.
The Circular is available on GSK's website at
www.gsk.com/demerger . The Prospectus is available on Haleon's
website at www.haleon.com . A copy of the Circular and Prospectus
has been submitted to the UK's National Storage Mechanism and will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Demerger is conditional on, among other things, the approval
by GSK shareholders of the Demerger, the GSK Share Consolidation
and the Related Party Transactions at a General Meeting, the
receipt of all necessary mandatory governmental/regulatory
approvals and the final approval of the Demerger by the GSK
Board.
The General Meeting will be held at the Sofitel London Heathrow,
Terminal 5, London Heathrow Airport, TW6 2GD on Wednesday 6 July
2022 at 2.30 p.m. (UK time). Shareholders will be able to join and
participate in the General Meeting electronically through the Lumi
website or in person. Further details of how to join the General
Meeting either electronically or in person are set out in the
Circular and the Notice of General Meeting contained within it.
It is expected that the Demerger will be completed and that the
Haleon ordinary shares will be admitted to the Premium listing
segment of the Official List of the FCA and admitted to trading on
the Main Market of the LSE on Monday 18 July 2022. A pplication
will also shortly be made to list American Depositary Shares
("ADSs") representing Haleon ordinary shares on the New York Stock
Exchange ("NYSE") ([1]) .
Description of GSK
GSK is a science-led global healthcare company. For further
information please visit www.gsk.com/about-us .
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.
Prior to making any decision in relation to the Demerger,
shareholders should read the Circular and the Prospectus in their
entirety, including the information incorporated by reference.
Shareholders must rely upon their own examination, analysis and
enquiries of GSK and the terms of the Circular and Prospectus,
including the merits and risks involved.
Information regarding forward-looking statements
This announcement contains statements that are, or may be deemed
to be, "forward-looking statements". Forward-looking statements
give GSK's current expectations or forecasts of future events,
including strategic initiatives and future financial condition and
performance relating to Haleon and/or GSK. An investor can identify
these statements by the fact that they do not relate strictly to
historical or current facts. They use words such as 'anticipate',
'estimate', 'expect', 'intend', 'will', 'project', 'plan',
'believe', 'target', 'aim', 'ambition' and other words and terms of
similar meaning in connection with any discussion of future
operating or financial performance. In particular, these include
statements relating to future actions, plans, objectives, goals,
event or intentions. Other than in accordance with its legal or
regulatory obligations (including under the Market Abuse
Regulation, the UK Listing Rules and the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority), GSK
undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
The reader should, however, consult any additional disclosures that
GSK may make in any documents which it publishes and/or files with
the SEC. All readers, wherever located, should take note of these
disclosures. Accordingly, no assurance can be given that any
particular expectation will be met and investors are cautioned not
to place undue reliance on the forward-looking statements.
Forward-looking statements are subject to assumptions, inherent
risks and uncertainties, many of which relate to factors that are
beyond GSK's control or precise estimate. GSK cautions investors
that a number of important factors, including those in this
document, could cause actual results to differ materially from
those expressed or implied in any forward-looking statement. Such
factors include, but are not limited to, those discussed under Item
3.D 'Risk Factors' 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.
Any forward-looking statements made by or on behalf of GSK speak
only as of the date they are made and are based upon the knowledge
and information available to the directors on the date of this
announcement.
GSK enquiries:
Media enquiries: Tim Foley +44 (0) 20 8047 (London)
5502
Kathleen Quinn +1 202 603 5003 (Washington
DC)
Analyst/Investor Nick Stone +44 (0) 7717 618834 (London)
enquiries:
James Dodwell +44 (0) 20 8047 (London)
2406
Mick Readey +44 (0) 7990 339653 (London)
Josh Williams +44 (0) 7385 415719 (London)
Jeff McLaughlin +1 215 751 7002 (Philadelphia)
Sonya Ghobrial +44 (0) 7823 523562 (Consumer)
Emma White +44 (0) 7823 523562 (Consumer)
Rakesh Patel +44 (0) 7552 484646 (Consumer)
Registered in England & Wales:
No. 3888792
Registered Office:
980 Great West Road
Brentford, Middlesex
TW8 9GS
[1] It is expected that Haleon ADSs will commence "regular-way"
trading on the NYSE at market open on 22 July 2022. In addition, we
expect that Haleon ADSs will begin trading on a "when-issued" basis
on the NYSE from market open on 18 July 2022 up to and including 21
July 2022.
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END
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