TIDMGSK
RNS Number : 8945Z
GSK PLC
16 January 2024
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION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.
GSK enquiries
Media: Tim Foley +44 (0) 20 8047 (London)
5502
Sarah Clements +44 (0) 20 8047 (London)
5502
Kathleen Quinn +1 202 603 5003 (Washington DC)
Lyndsay Meyer +1 202 302 4595 (Washington DC)
Alison Hunt +1 540 742 3391 (Washington DC)
Investor Relations: Nick Stone +44 (0) 7717 618834 (London)
James Dodwell +44 (0) 20 8047 (London)
2406
Mick Readey +44 (0) 7990 339653 (London)
Josh Williams +44 (0) 7385 415719 (London)
Camilla Campbell +44 (0) 7803 050238 (London)
Steph Mountifield +44 (0) 7796 707505 (London)
Jeff McLaughlin +1 215 751 7002 (Philadelphia)
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.
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
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END
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January 16, 2024 11:40 ET (16:40 GMT)
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