Consumer Healthcare Demerger – background
On Monday 18 July 2022, GSK plc (“GSK” or the “Company”) separated its Consumer Healthcare business from the GSK Group to form Haleon plc (“Haleon”), an independent listed company. The separation was effected by way of a demerger (the “Demerger”) of approximately 80% of GSK’s 68% holding in the Consumer Healthcare business to GSK’s shareholders.
The Consumer Healthcare business was a joint venture between GSK and Pfizer Inc (“Pfizer”), with GSK holding a majority controlling interest of 68% and Pfizer holding 32%.
A General Meeting to approve two resolutions covering: the Demerger and the GSK Share Consolidation; and the Related Party Transactions, was held on Wednesday 6 July 2022 at 2.30pm UK. Both resolutions set out in the Notice of General Meeting (included in the Circular to Shareholders dated 1 June 2022) were duly passed by shareholders. Discover further information regarding the General Meeting.
The Circular in relation to the Demerger and the Prospectus regarding the admission of Haleon’s ordinary shares to the Premium listing segment of the Official List of the Financial Conduct Authority (“FCA”) and trading on the Main Market of the London Stock Exchange (“LSE”) were published by GSK and Haleon respectively on Wednesday 1 June 2022.
View the Circular to Shareholders and Notice of General Meeting along with associated documents via the links below:
- Circular to Shareholders and Notice of General Meeting (PDF - 669.8KB)
- Articles of Association of GSK (PDF - 431.3KB)
- Deloitte’s report on Unaudited Pro Forma Financial Information (PDF - 146.6KB)
- Demerger Agreement (PDF - 356.7KB)
- Citi's written consent letter (PDF - 110.1KB)
- Goldman Sachs’ written consent letter (PDF - 105.6KB)
- BoA Securities’ written consent letter (PDF - 160.9KB)
- Deloitte’s written consent letter (PDF - 122.0KB)
View the Prospectus regarding the admission of the Haleon ordinary shares and associated documents on the Haleon website.
Demerger – completion and shareholder entitlement
The Demerger completed on Monday 18 July 2022 and GSK shareholders received one Haleon plc share for each GSK plc share held at 6.00pm UK on Friday 15 July 2022. If you were a GSK shareholder at that time you are now a shareholder in both GSK and Haleon. Haleon is a FTSE 100 company which started trading on the LSE’s Main Market at 8.00am UK on Monday 18 July 2022.
You can find more about Haleon, including share price information, at www.haleon.com.
The announcement confirming the completion of the Demerger.
Information relevant to GSK American Depositary Share (“ADS”) holders can be found in the Circular on pages 93 to 96.
(This assumes you did not sell any of your GSK shares on Monday 18 July 2022).
This calculator tool can be used to give you an indication of either the number of GSK shares or ADSs that you held immediately following the GSK Share Consolidation as the ratio used to consolidate both types of share was the same. The tool rounds down the number of consolidated shares that you held.
Important: this calculator tool aims to provide an approximate indication of what the GSK Share Consolidation means for your GSK shares. It should not be taken as legal or financial advice and is not a substitute for consulting a qualified professional. The actual number of consolidated GSK shares you received can be obtained from the service provider or nominee through which you hold your GSK shares.
Calculate the value of your GSK holding
Use the share calculator to find out how much your GSK shares are currently worth.
(You can find out how much your Haleon shares are worth at www.haleon.com)
GSK fractional entitlements
Depending on the number of GSK shares you held before Demerger, the Share Consolidation may mean your new entitlement does not add up to a whole number of GSK shares and includes a fraction of one share. This is called “a fractional entitlement”.
If this applies to you, depending on where your GSK shares or ADSs are held, your fractional entitlement was either automatically sold on your behalf (and you will receive the proceeds of the sale in cash) or the fractional share has been added to your GSK shareholding account.
Remember that the sum involved will always be less than the value of a single GSK share or ADS.
To receive any fractional entitlements and future dividend payments on your GSK shares you must provide your bank account details to Equiniti, the Registrar. Equiniti will retain any payments owed to you until these details are provided. Equiniti’s contact details.
ADS holders should contact the Depositary for details on the receipt of fractional entitlements. The Depositary’s contact details.
Tax
Information on the tax impact of the Demerger and GSK Share Consolidation for UK and US shareholders can be found on pages 83 to 87 of the Circular dated 1 June 2022.
Further information on the tax base cost allocation to assist UK shareholders apportion their base cost between their GSK plc shares and Haleon plc shares for UK capital gains tax purposes following the demerger, including a worked example.
Under the provisions of Section 6045B of the Internal Revenue Code, a company (whether domestic or foreign) must report to the IRS, or post on the company’s website, certain specified information with respect to any organisational action that affects the tax basis of US shareholders in their shares. Please find Form 8937 along with supplementary information.
Update for Canadian shareholders (May 2023)
GSK submitted an application to the Canadian Revenue Authority ("CRA") requesting confirmation that the Demerger would be treated as an eligible spin-off and that the receipt of Haleon plc shares on Demerger would therefore be exempt from income tax in Canada.
We are disappointed to advise that, unfortunately, the CRA has advised us that they have determined that the distribution does not qualify for the exemption under section 86.1 of the Income Tax Act (Canada).
We are not able to give specific personal tax advice. However, in the absence of an exemption, the receipt of the Haleon plc shares on Demerger would generally be taxable as a foreign dividend in Canada.
This information is for general guidance purposes only and does not constitute tax advice. If you are in any doubt as to your tax position we strongly recommend that you consult an appropriate professional adviser.
Further questions
Shareholders can go to https://www.shareview.co.uk/clients/gskshareholder for copies of relevant documents, frequently asked questions and other helpful information.
Details of how to contact the Registrar in the UK and the Depositary in the US to obtain details on your current shareholding.
