Update: Proposed demerger of the Consumer Healthcare business from GSK to form Haleo
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. A pplication 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.