On 23 June 2021 at its Investor Update, GSK plc ('GSK' or the 'Company') confirmed its intention to separate its Consumer Healthcare business from the GSK Group to form Haleon plc ('Haleon'), an independent listed company. It is proposed that the separation will be effected by way of a demerger (the 'Demerger') of at least 80 per cent. of GSK's 68 per cent. holding in the Consumer Healthcare business to GSK shareholders. The Consumer Healthcare business is currently a joint venture between GSK and Pfizer Inc ('Pfizer'), with GSK holding a majority controlling interest of 68 per cent. and Pfizer holding 32 per cent.

GSK today confirms that the Circular in relation to the proposed Demerger, the consolidation of GSK shares (the 'GSK Share Consolidation') and certain new arrangements with Haleon and Pfizer to give effect to the Demerger (the 'Related Party Transactions'), as well as the Prospectus in relation to the proposed admission of the Haleon ordinary shares, have each been submitted to the Financial Conduct Authority ('FCA') for approval. It is expected 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 London Stock Exchange on Monday 18 July 2022. Application will also shortly be made to list American Depositary Shares ('ADSs') representing Haleon ordinary shares on the New York Stock Exchange ('NYSE')[1].

The proposed Demerger is the most significant corporate change for GSK in the last 20 years, creating two new leading companies, each with clear targets for growth and the ability to positively impact the health and lives of billions of people.

Following the Demerger, GSK will focus purely on biopharmaceuticals, prioritising investment towards the development of innovative vaccines and specialty medicines. Its R&D approach will continue to focus on the science of the immune system, use of human genetics and advanced technologies. Over the next five-year period, GSK expects to deliver compound annual growth in sales and adjusted operating profit of more than 5 per cent. and more than 10 per cent., respectively, at constant exchange rates (with 2021 as the base year).

Haleon is a new, world-leader in consumer healthcare with a clear strategy to outperform and run a responsible business. For prospective investors, it will offer an exceptional and focused portfolio of category-leading brands with an attractive footprint and competitive capabilities; a highly attractive financial profile of above market, medium-term annual organic revenue growth of 4 to 6 per cent. combined with sustainable moderate, adjusted margin expansion on a constant currency basis, with strong cash generation and conversion.

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). Further details will be set out in the Circular.

Following completion of the Demerger and listing of Haleon, GSK intends to carry out the GSK Share Consolidation. This is intended to provide consistency in the GSK share price pre- and post-separation (subject to interim market movements), in order to enable comparability between the Company's earnings per share and share price with previous periods. GSK intends to announce its second quarter 2022 results on 27 July 2022 in which the Consumer Healthcare business will be treated as a discontinued operation. Alongside this, Haleon will provide a trading update ahead of publishing its full interim results during September 2022.

As part of the Demerger, GSK proposes to enter into new arrangements with Pfizer and Haleon and to amend certain existing arrangements with Pfizer. Pfizer is a related party of GSK for the purposes of the Listing Rules by virtue of its 32 per cent. interest in the Consumer Healthcare business, which means that these new arrangements constitute related party transactions and require GSK shareholder approval at the General Meeting. GSK shareholder approval is also required in relation to the Demerger, which, due to its size, qualifies as a 'Class 1' transaction for the purposes of the Listing Rules, and the GSK Share Consolidation. Further details on Haleon, the Demerger and the Related Party Transactions are set out later in this release and in the Circular.

A further announcement will be made once the Circular and the Prospectus have been approved for publication by the FCA.

Description of GSK

GSK is a science-led global healthcare company. For further information please visit www.gsk.com/about-us.

Description of Haleon

Haleon will be a global leader in consumer healthcare with a focused strategy to deliver sustainable above-market growth and attractive returns to shareholders; a world-class portfolio of category-leading brands; an attractive geographic footprint well placed for growth; competitive capabilities including strong route-to-market capabilities across all channels; and brand building and innovation capabilities alongside digital connectivity, which offers a proposition that combines human understanding with trusted science.

Haleon's product portfolio is split among five categories: Oral Health, Pain Relief, VMS, Respiratory Health, Digestive Health and Other. Haleon's largest category by revenue is Oral Health, which accounted for 28.5 per cent. of Haleon's revenue in the year ended 31 December 2021. The Pain Relief and Digestive Health and Other categories also significantly contribute to revenue, respectively contributing 23.4 per cent. and 20.4 per cent. of revenue in the year ended 31 December 2021. VMS and Respiratory Health respectively accounted for 15.7 per cent. and 11.9 per cent. of revenue in the year ended 31 December 2021.

In the year ended 31 December 2021 the profit before tax attributable to Haleon was GBP1,636 million. As at 31 March 2022 the gross assets of Haleon were GBP45,023 million. On an unaudited pro forma basis, net debt of Haleon as at 31 March 2022 would have been GBP10,349 million.[2]

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.

Contact:

Tel: +44 20 8047 5000

(C) 2022 Electronic News Publishing, source ENP Newswire