Form 6-K GSK PLC For: May 12
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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 . . . .X. . . . Form 40-F . . . . . . . .
Issued: 12 May 2023, London UK
GSK plc
GSK completes sale of shares in Haleon
Further to the announcement by GSK on 11 May 2023, GSK has agreed
to sell 240m ordinary shares in Haleon plc ("Haleon") at a price of 335 pence per share (the
"Placing
Shares"), raising gross
proceeds of approximately £804m (the "Placing").
Following settlement of the Placing, GSK will hold
955m1 ordinary
shares in Haleon, representing approximately 10.3% of the issued
share capital of Haleon.
GSK and Pfizer Inc. (which holds a 32% stake in Haleon), have each
undertaken not to dispose of any further shares in Haleon for a
period of 60 days following settlement of the Placing, 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
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Media enquiries:
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Tim Foley
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+44 (0) 20 8047 5502
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(London)
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Simon Moore
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+44 (0) 20 8047 5502
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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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Alison Hunt
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+1 540 742 3391
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(Washington DC)
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Analyst/Investor enquiries:
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Nick Stone
James Dodwell
Mick Readey
Joshua Williams
Camilla Campbell
Steph Mountifield
Jeff McLaughlin
Frannie DeFranco
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+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.
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 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 the Placing
Shares. Any investment decision to buy Placing Shares in the
Placing 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 Placing. GSK does not intend to register any
part of the Placing 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 in the United Kingdom 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, in the United Kingdom, 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, Merrill Lynch International and its
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,
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 Placing Shares. 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 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
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
12, 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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