Completion of GSK Share Consolidation
GSK plc (LSE/NYSE: GSK) is pleased to announce that further to the Circular and Notice of General Meeting published by GSK on 1 June 2022, and following the announcements of 6 July 2022 that shareholder approval was granted at the GSK General Meeting and of 18 July 2022 that GSK has completed the demerger of the Consumer Healthcare business from the GSK Group to form Haleon, the consolidation of GSK shares (the “GSK Share Consolidation”) will become effective at 8.00 a.m. tomorrow (Tuesday 19 July 2022).
Admission of GSK's new ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority (“FCA”) and to trading on the London Stock Exchange's Main Market for listed securities will take place at 8.00 a.m. tomorrow.
Further information on key dates in relation to 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 new ordinary shares will be registered with:
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ISIN number |
GB00BN7SWP63
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SEDOL number |
BN7SWP6
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As at the record time of 8.00 p.m. (UK) on Monday 18 July 2022, the GSK Share Consolidation applied a ratio of:
4 new ordinary shares for every 5 existing ordinary shares.
Fractional entitlements
Unless a holding of existing ordinary shares at the record time was exactly divisible by the denominator in the consolidation ratio, a shareholder will have a fractional entitlement to a new ordinary share. Fractional entitlements that have arisen from the GSK Share Consolidation will be aggregated and the resulting new ordinary shares will be sold in the open market, as soon as practicable, at the best price reasonably obtainable, and the net proceeds will be paid to each relevant shareholder according to his or her entitlement.
Total number of voting rights
Following the Issuance and the GSK Share Consolidation, and in accordance with the requirements of the FCA's Disclosure Guidance and Transparency Rule 5.6.1A, GSK hereby notifies the market that GSK's issued share capital as at 8.00 am on Tuesday 19 July 2022 will consist of 4,311,276,836 ordinary shares of 31¼ pence each (including 243,924,760 ordinary shares held in treasury). Therefore, the total number of voting rights in GSK as at 19 July 2022 is 4,067,352,076.
The above figure may be used by shareholders and others with notification obligations as their denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the GSK Group under the FCA's Disclosure Guidance and Transparency Rules. Notifications may be sent to company.secretary@gsk.com .
Dividends
GSK has previously stated that it expected to declare a 27p per share dividend for the first half of 2022, a 22p per share dividend for the second half of 2022 and a 45p per share dividend for 2023, but that these targeted dividends per share would increase in step with the GSK Share Consolidation to maintain the same aggregate dividend pay-out in absolute Pound Sterling terms. Accordingly, using the consolidation ratio, GSK's expected dividend for the second quarter of 2022 converts to 16.25p per new ordinary share (taking into account the dividend of 14p per share paid for the first quarter of 2022), the expected dividend for the second half of 2022 converts to 27.5p per new ordinary share and the expected dividend for 2023 converts to 56.25p per new ordinary share. GSK expects to publish its results for the second quarter of 2022 on Wednesday 27 July 2022 which will confirm the dividend to be declared for that quarter.
American Depositary Shares (ADSs)
The GSK Share Consolidation will not result in a change to the ratio of GSK shares represented by each GSK ADS. However, following the GSK Share Consolidation becoming effective, the existing GSK shares held by the ADS Depositary will be replaced with a smaller number of new GSK shares. As a result, GSK ADS holders will, upon cancellation of their existing GSK ADSs, be issued with and receive 4 new GSK ADSs for every 5 existing GSK ADSs.
It is expected that “regular-way” trading with respect to existing GSK ADSs will end at market open on Tuesday 19 July 2022 and that “regular-way” trading with respect to new GSK ADSs will commence on the New York Stock Exchange (the “NYSE”) at market open on Friday 22 July 2022. In addition, it is expected that new GSK ADSs will begin trading on a “when-issued” basis on the NYSE from market open on Tuesday 19 July 2022 and continue up to and including Thursday 21 July 2022. New GSK ADSs will trade under the CUSIP number 37733W204.
Further details on the impact of the GSK Share Consolidation on GSK ADS holders are provided in the Circular, which is available on GSK's website at www.gsk.com/demerger .
Victoria Whyte
Company Secretary
18 July 2022