Result of General Meeting
For media and investors only
Issued: London UK
GSK plc (LSE/NYSE: GSK) is pleased to announce that at a General Meeting held at 2.30 pm on Wednesday 6 July 2022 both resolutions set out in the Notice of General Meeting (included in the Circular to shareholders published on 1 June 2022) were duly passed by shareholders.
It is therefore expected that the proposed demerger of Haleon plc (‘Haleon’) will be completed and that Haleon shares will be admitted to trading on the London Stock Exchange’s Main Market for listed securities at 8.00 am (UK time) on Monday 18 July 2022. The GSK Share Consolidation is expected to become effective after 8.00 pm (UK time) on Monday 18 July 2022.
Further information on key dates in relation to the proposed demerger of Haleon and the GSK Share Consolidation is set out at the end of this announcement (‘Expected Timetable of Principal Events’) and can also be found in the Circular to Shareholders published on 1 June 2022. The Circular is available on GSK’s website at www.gsk.com/demerger.
The table below provides the results of the poll.
|Resolution||Total votes for(1)(2)||%||Total votes against(2)||%||Total votes cast||Votes withheld(3)|
|2||Related Party Transactions Resolution||3,565,834,534||99.77||8,056,152||0.23||3,573,890,686||8,857,644|
Shareholders were able to join the General Meeting virtually via Lumi, Zoom and in person. The full text of the two resolutions tabled at the General Meeting is contained in the Notice of General Meeting on pages 157 to 159 of the Circular to Shareholders published on 1 June 2022.
All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.
The above poll results will shortly be available on GSK’s website at www.gsk.com. In accordance with Listing Rule 9.6.2 of the UK Listing Rules, a copy of the resolutions will be submitted to the Financial Conduct Authority and will in due course be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
V A Whyte
6 July 2022
Dr Vishal Sikka’s appointment as a Non-Executive Director will become effective on 18 July 2022. His appointment was announced on 4 May 2022.
The following table provides further relevant information on the General Meeting:
|Issued share capital (excluding Treasury Shares)||5,084,180,157|
|Total votes cast and votes withheld lodged as a % of GSK's issued share capital (excluding Treasury Shares)||70.47%|
|Total shareholder population||86,359|
|Total number of proxies lodged||8,820|
|% of shareholders who lodged proxies||10.21%|
|Number of shareholders, corporate representatives and proxies who attended the General Meeting:
GSK is a science-led global healthcare company. For further information please visit http://www.gsk.com/en-gb/company/
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.
Cautionary statement 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 GSK's Annual Report on Form 20-F for 2021, GSK’s Q1 Results for 2022 and any impacts of the COVID-19 pandemic.
All outlooks, ambitions and considerations for Haleon should be read together with the section “Assumptions and cautionary statement and regarding forward-looking statements” on page 163 of the ‘Haleon Capital Markets Day all presentation slides’ dated 28 February 2022.
Expected Timetable of Principal Events
The times and dates set out in the timetable below and throughout this announcement are indicative only and based on GSK’s current expectations and may be subject to change without further notice.
Note on trading
Unless the counterparties specifically agree otherwise, a buyer of GSK’s shares ahead of the ex-dividend date (Monday 18 July 2022) will assume the benefit of Haleon shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Shareholder Record Time (6.00pm on Friday 15 July 2022).
|Event||Time and date(4)|
|Closing of the GSK ADS issuance and cancellation books (5)||8 a.m. New York City time on Thursday 14 July 2022|
|Latest time and date for transfers of GSK Shares for the transferee to be registered on the GSK Share Register at the Shareholder Record Time||6 p.m. on Friday 15 July 2022|
|Shareholder Record Time for determining the entitlement to the Demerger Dividend||6 p.m. on Friday 15 July 2022|
|ADS Holder Record Time for determining the entitlement to the Demerger Dividend||5 p.m. New York City time on Friday 15 July 2022|
|Demerger Dividend to Qualifying Shareholders||After 6 p.m. on Friday 15 July 2022|
|Completion of Share Exchanges||Sunday 17 July 2022|
|Commencement of dealings in Existing GSK Shares (ex entitlement to Haleon Shares) on the LSE||8 a.m. on Monday 18 July 2022|
|Admission and commencement of dealings in
Haleon Shares on the LSE
|8 a.m. on Monday 18 July 2022|
|CREST accounts credited in respect of Haleon Shares in uncertificated form||As soon as practicable after 8 a.m. on Monday 18 July 2022|
|GSK Share Consolidation record time||8.p.m. on Monday 18 July 2022|
|GSK Share Consolidation becomes effective||After 8 p.m. on Monday 18 July 2022|
|GSK Admission and commencement of dealings in New GSK Shares on the LSE||8 a.m. on Tuesday 19 July 2022|
|CREST accounts credited in respect of New GSK Shares in uncertificated form||As soon as practicable after 8 a.m. on Tuesday 19 July 2022|
|Admission and commencement of dealings in:
Haleon ADSs on the NYSE
|9.30 a.m. New York City time on Friday 22 July 2022|
|new GSK ADSs on the NYSE||9.30 a.m. New York City time on Friday 22 July 2022|
|Opening of the GSK ADS issuance and cancellation books (5)||8 a.m. New York City time on Monday 25 July 2022|
|Latest date for despatch of:
definitive share certificates (where applicable) for New GSK Shares in certificated form to Qualifying Shareholders on the GSK Share Register
|By Monday 1 August 2022|
|definitive share certificates (where applicable) for Haleon Shares in certificated form to Qualifying Shareholders on the GSK Share Register(6)||By Monday 1 August 2022|
|CSN statements for GSK CSN(7)||By Monday 1 August 2022|
|opening statements for Haleon CSN(6) (7)||By Monday 1 August 2022|
|Posting of payment advice, CREST accounts credited or payment by electronic payment in respect of fractional entitlements arising from the GSK Share Consolidation||Week commencing Monday 1 August 2022|
Notes to Expected Timetable Principal Events
- The “for” votes include those giving the Chair discretion. In line with the notification issued to American Depositary Receipt (ADR) holders, GSK did not instruct its ADR Depositary to vote any unvoted ADRs in respect of the General Meeting resolutions.
- Votes “for” and “against” are expressed as a percentage of the total votes cast.
- A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.
- Unless otherwise indicated, all references to time in this timetable are to UK time.
- The Depositary will suspend the issuance and cancellation of GSK ADSs from Thursday 14 July 2022 until Monday 25 July 2022. This means that during this time, you will not be able to convert your GSK ADSs into GSK Shares, surrender your GSK ADSs and receive underlying GSK Shares, or deposit your GSK Shares and receive GSK ADSs. However, the closing of the issuance and cancellation books does not impact trading, and you may continue to trade your GSK ADSs during this period.
- Subject to the timing of the Haleon Capital Reduction.
- For CSN Shareholders who have a Shareview Portfolio account, and have not elected for paper statements to be issued to them, the CSN statements will only be made available electronically via their account.