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Demerger FAQs

Shareholders may find the following questions useful in understanding the key terms of the separation and demerger. Further information will be communicated to shareholders when available.

1. What is the demerger and separation?

The GSK Consumer Healthcare business is a joint venture between GSK and Pfizer, with GSK currently holding a majority controlling interest of 68% and Pfizer holding 32%.

The demerger and separation is the proposed separation of the GSK Consumer Healthcare business from the GSK group. The demerged GSK Consumer Healthcare business will be called Haleon plc (“Haleon”). The separation will be effected by the proposed demerger of the predominant part of GSK’s interest in the joint venture group. The demerger and separation will result in two separately listed companies.

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2. When is the demerger taking place?

The demerger and listing of Haleon is expected to take place in July 2022.

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3. Will shareholder approval be required?

Due to its size, the demerger qualifies as a Class 1 transaction under the UK Listing Rules and so requires the approval of GSK shareholders at a general meeting.  A circular is expected to be sent to GSK shareholders in connection with approval of the proposed demerger and separation in June 2022, alongside publication of a prospectus in connection with the listing of Haleon.

A shareholder vote for approval and subsequent demerger is expected in July 2022. Haleon shares are expected to attain a premium listing on the London Stock Exchange, with ADRs listed in the US.

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4. How will the separation of the two businesses affect my shareholding in GSK?

The value of GSK shares you hold is expected to change as a result of the demerger and separation, to reflect the value of the GSK Consumer Healthcare business that has been separated from the GSK group. Following the demerger and separation, GSK shares are expected to retain their premium listing on the Official List and will continue to be traded on the main market for listed securities of the London Stock Exchange. GSK shares will also maintain their secondary listing on the New York Stock Exchange (in the form of GSK ADSs representing GSK shares on the GSK share register).

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5. Will I receive Haleon shares?

All of GSK’s shareholders on the record date will receive one Haleon share for each GSK share owned.

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6. How will the separation be implemented?

The separation of GSK Consumer Healthcare, to form Haleon, will be by way of a demerger of at least 80% of GSK’s 68% holding in the GSK Consumer Healthcare business to GSK shareholders.

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7. Will the companies remain in the FTSE 100?

It is expected that both GSK and Haleon will meet the criteria for inclusion in the FTSE 100 index.

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8. What will be the impact of the separation on GSK’s dividends?

The Board has declared a first interim dividend for 2022 of 14 pence per share (Q1 2021: 19 pence per share).

As set out at the new GSK Investor Update in June 2021, from 2022 GSK will adopt a progressive dividend policy targeting a dividend pay-out ratio equivalent to 40 to 60% over the investment cycle. The dividend policy, the total expected cash distribution, and the respective dividend pay-out ratios for new GSK and Haleon remain unchanged.

GSK expects to declare a 27p per share dividend payable by the current group for the first half. This comprises 22 pence per share for new GSK and 5 pence per share representing Consumer Healthcare during the first half whilst part of the group. For the second half of 2022, new GSK continues to expect to declare a 22p per share dividend. As previously communicated, new GSK would expect to declare a dividend of 45 pence per share for 2023.

Following separation, the dividend policy for Haleon will be the responsibility of its Board of Directors and is expected to be guided by a 30 to 50 per cent pay-out ratio. We expect a second-half dividend from Haleon equivalent to a pay-out of around 3 pence per share, subject to its Board’s decisions on the intra-year phasing of dividend payments.

In aggregate, this would represent on the full year 2022 basis the equivalent of a Group dividend of around 52p per share. Dividends payable by Haleon will only be receivable by shareholders who remain invested in Haleon post-separation and at the appropriate record dates.

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9. Will my existing instructions relating to dividend payments on GSK shares transfer to Haleon’s shares?

Unless amended or revoked, all existing mandates relating to the monetary payment of dividends on GSK shares will be deemed to be an effective mandate or instruction to Haleon in respect of the corresponding Haleon shares.

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10. How will the separation affect my participation in the dividend reinvestment plan (DRIP) of the two businesses?

Unless amended or revoked, all existing elections to participate in GSK’s DRIP will be deemed to be an effective instruction to Haleon in respect of participation in the Haleon DRIP for future dividends on Haleon shares. Participation in GSK’s DRIP will continue after the separation.

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11. Who will be Haleon’s share registrar?

Equiniti will be appointed as Haleon’s share registrar and their contact details can be found here.

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12. Who will manage Haleon’s ADR programme?

JPMorgan Chase Bank will be appointed as Haleon’s Depositary Bank and their contact details can be found here.

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13. Do I need to do anything?

Registered shareholders on the record date will be sent the relevant documents in early June to facilitate their participation in the general meeting. Please check that you have provided your current details to our Registrar, Depositary or to your nominee/broker. You do not need to do anything until you receive these documents.

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14. What if I receive an unsolicited call to sell my GSK shares?

We are aware that shareholders may receive unsolicited calls or letters involving offers to purchase their GSK shares at a premium price, as part of a supposed takeover scheme or in conjunction with the separation. We have provided more information on these types of scams along with contact details of how to report them on our website here.

If you are ever uncertain about the legitimacy of a call, please take down the details and report it to us or the Financial Conduct Authority in the UK (see link above for contact details).

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