UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4) *
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Haleon plc
(Name of Issuer)
Ordinary Shares,
nominal value £0.01 per share
(Title of Class of Securities)
405552100*
(CUSIP Number)
Victoria A. Whyte
GSK plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19,
2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
*Represents the CUSIP of the Issuer’s American Depositary Shares
(“ADSs”), each representing two ordinary shares, nominal value £0.01 per share.
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GSK plc |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
3. |
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SEC USE ONLY |
4. |
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SOURCE OF FUNDS (see instructions)
OO |
5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales |
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH |
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7. |
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SOLE VOTING POWER
385,320,110 (1) |
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8. |
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SHARED VOTING POWER
0 |
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9. |
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SOLE DISPOSITIVE POWER
385,320,110 (1) |
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10. |
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SHARED DISPOSITIVE POWER
0 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,320,110 (1) |
12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (2) |
14. |
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TYPE OF REPORTING PERSON (see instructions)
CO |
Footnotes:
(1) | Includes (i) 262,727,073 ordinary shares, nominal value £0.01
per share (“Ordinary Shares”) of Haleon plc (the “Issuer” or “Haleon”), which are held by Glaxo Group
Limited (“GGL”), an indirect wholly owned subsidiary of GSK plc (“GSK”), and (ii) 122,593,037 Ordinary Shares
held by GSK (No. 1) Scottish Limited Partnership (“SLP 1”), a Scottish limited partnership controlled by GSK. |
(2) | Based on 9,234,573,831 Ordinary Shares outstanding as of June
30, 2023, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on August
2, 2023. |
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Item 1. Security and Issuer.
This Amendment No. 4 to Schedule 13D (this “Statement”)
amends and supplements the statement on Schedule 13D originally filed on July 27, 2022, as amended on May 16, 2023, on September 11, 2023
and on October 10, 2023 (the “Schedule 13D”) with respect to the Ordinary Shares of Haleon, a public limited company incorporated
under the laws of England and Wales. The Issuer’s principal executive offices are located at Building 5, First Floor, The Heights,
Weybridge, Surrey KT13 0NY, United Kingdom. Unless otherwise indicated, each capitalized term used but not defined herein shall have the
meaning assigned to such term in the Schedule 13D.
This Amendment is the final amendment to the Schedule
13D and constitutes an “exit filing” for GSK.
Item 2. Identity and background.
The response set forth in Item 2 of the Schedule 13D is hereby amended
by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by replacing the seventh paragraph
(under the heading “Orderly Marketing Agreement”) thereof with the following:
On June 1, 2022, GSK, Pfizer, and the SLPs entered into the Orderly Marketing
Agreement. The principal purpose of the Orderly Marketing Agreement was to regulate sales of Haleon shares by the parties after listing,
including ensuring that, where one party proposed to sell Haleon shares, the other parties had the opportunity to participate in any such
sale, subject to certain exceptions. Each of the SLPs was treated as a member of GSK’s group for the purposes of the capacity allocation
provisions in the Orderly Marketing Agreement, and the SLPs accordingly exercised share sale and tag-along rights under the Orderly Marketing
Agreement through GSK as a single point of contact. On January 19, 2024, upon completion of the secondary block trade described under
the heading “Sale of Haleon Shares” below resulting in GSK’s group beneficially owning less than 5.0% of the Ordinary
Shares, the Orderly Marketing Agreement terminated.
Item 4 of the Schedule 13D is hereby amended by replacing the eighth paragraph
(under the heading “Orderly Marketing Agreement Side Letter”) thereof with the following:
On June 1, 2022, GSK and the SLPs entered into a side letter to the Orderly
Marketing Agreement (the “Orderly Market Agreement Side Letter”). The principal purpose of the Orderly Marketing Agreement
Side Letter was to determine how share sale and tag-along rights in respect of sales of Haleon shares are allocated as between GSK and
the SLPs. On January 19, 2024, upon termination of the Orderly Marketing Agreement, the Orderly Market Agreement Side Letter automatically
terminated.
Item 4 of the Schedule 13D is hereby amended by replacing the eleventh
paragraph (under the heading “Sale of Haleon Shares”) thereof with the following:
On October 5, 2023, SLP 1, GSK (No. 2) Scottish Limited Partnership (“SLP
2”), a Scottish limited partnership controlled by GSK, and GSK (No. 3) Scottish Limited Partnership (“SLP 3”), a Scottish
limited partnership controlled by GSK (SLP 1, SLP 2 and SLP 3 together, the “SLPs”), as the sellers, entered into a secondary
block trade agreement with MLI and Citigroup Global Markets Limited, as the placement managers (the “Placement Managers”),
pursuant to which the Placement Managers agreed, severally and not jointly or jointly and severally, to use their respective reasonable
endeavors to procure purchasers for 270,000,000 Ordinary Shares at a price to be determined pursuant to an accelerated book building process.
Pursuant to the terms of sale dated October 5, 2023, the number of Ordinary Shares sold was determined to be 270,000,000, of which 15,125,763
were sold by SLP 1, 164,375,414 were sold by SLP 2 and 90,498,823 were sold by SLP 3, at a price of 328 pence per Ordinary Share. The
transaction closed on October 10, 2023.
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On January 16, 2024, SLP 1, as the seller, entered
into a secondary block trade agreement (the “Secondary Block Trade Agreement”) with the Placement Managers, pursuant to which
the Placement Managers agreed, severally and not jointly or jointly and severally, to use their respective reasonable endeavors to procure
purchasers for up to 350,000,000 Ordinary Shares at a price to be determined pursuant to an accelerated book building process. Pursuant
to the terms of sale dated January 16, 2024, the number of Ordinary Shares sold was determined to be 300,000,000 at a price of 326
pence per Ordinary Share. The transaction closed on January 19, 2024 (the “Closing Date”).
In connection with the Secondary Block Trade Agreement,
on January 16, 2024, GGL, Pfizer, SLP 1 and the Placement Managers entered into a lock-up deed (the “Lock-Up Deed”). Pursuant
to the Lock-Up Deed, each of GSK, Pfizer and SLP 1 undertook that it would not, and would procure that the members of its group would
not, directly or indirectly, offer, sell, lend, pledge or engage in any other disposal of Ordinary Shares for 60 days after the Closing
Date, subject to certain customary exceptions. The Lock-Up Deed provides that the lock-up may be released during such period (which shall
apply pro rata to the Pfizer group, on the one hand, and the GSK group, on the other hand, in accordance with their relative ownership
of Issuer shares as of the date of the release) upon the Placement Managers’ written agreement.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by replacing it with the following:
| a. | GSK beneficially owns 385,320,110 Ordinary Shares, which represents 4.2% of 9,234,573,831 Ordinary Shares
outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 2, 2023. |
| b. | GSK has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition
of 262,727,073 Ordinary Shares held by GGL and 122,593,037 Ordinary Shares held by SLP 1. |
| c. | On November 6, 2023, GlaxoSmithKline Employee Trust, GSK’s consolidated Employee Share Ownership
Plan (“ESOP”) trust, sold 173,611 ADSs, representing 347,222 Ordinary Shares, at an average price of US$8.09 per ADS in open-market
transactions via a broker-dealer. |
From November 6, 2023 through November 27, 2023, GlaxoSmithKline
Employee Trust, GSK’s consolidated ESOP trust, sold 34,601,984 Ordinary Shares, at an average price of 328 pence per Ordinary Share
in open-market transactions.
On December 5, 2023, GSK Master Grantor Trust, GSK’s consolidated
ESOP trust, sold 404,599 ADSs, representing 809,198 Ordinary Shares, at an average price of US$8.20 per ADS in open-market transactions
via a broker-dealer.
From December 4 through December 27, 2023, GlaxoSmithKline (US)
Trust, GSK’s consolidated ESOP trust, sold 8,527,104 ADSs, representing 17,054,208 Ordinary Shares, at an average price of US$8.23
per ADS in open-market transactions via a broker-dealer.
Except as otherwise described herein, no transaction in shares
of Ordinary Shares were effected during the past 60 days by GSK.
| d. | No person, other than GSK and SLP 1 is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, the shares of Ordinary Shares beneficially owned by GSK. |
| e. | On January 19, 2024, following completion of the sale under the Secondary Block Trade Agreement, GSK
ceased to be the beneficial owner of more than 5.0% of the outstanding shares of the Issuer. |
Item 7. Material to Be Filed as Exhibits.
Descriptions of documents set forth on this Schedule are qualified in their
entirety by reference to the exhibits listed in this Item 7.
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Exhibit |
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Name |
16 |
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Secondary Block Trade Agreement dated January 16, 2024 between GSK (No. 1) Scottish Limited Partnership, Merrill Lynch International and Citigroup Global Markets Limited. |
17 |
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Terms of Sale dated January 16, 2024 between GSK (No. 1) Scottish Limited Partnership, Merrill Lynch International and Citigroup Global Markets Limited. |
18 |
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Lock-Up Deed dated January 16, 2024 among Glaxo Group Limited, Pfizer Inc., GSK (No. 1) Scottish Limited Partnership, Merrill Lynch International and Citigroup Global Markets Limited. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 19, 2024
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GSK plc |
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By: |
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/s/ Victoria A. Whyte |
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Name: |
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Victoria A. Whyte |
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Title: |
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Authorized Signatory |
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Schedule 1
Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
|
|
|
|
Board of Directors |
|
|
|
Sir Jonathan Symonds CBE |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Chair and Company Director |
British |
Emma Walmsley |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Executive Director and Chief Executive Officer |
British |
Julie Brown |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director and Chief Financial Officer |
British |
Elizabeth McKee Anderson |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director |
US |
Charles Bancroft |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director |
US |
Dr. Hal Barron |
980 Great West Road Brentford Middlesex TW8 9GS, England
|
Company Director |
US |
Dr. Anne Beal |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director |
US |
Wendy Becker |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director |
British, US, Italian |
Dr. Harry (Hal) Dietz |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director |
US |
Dr. Jesse Goodman |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director |
US |
Urs Rohner
|
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director |
Swiss |
Dr. Vishal Sikka
|
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Company Director |
US |
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GSK Leadership Team
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Name |
Business Address |
Principal Occupation or Employment |
Citizenship |
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Emma Walmsley |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief Executive Officer |
British |
Julie Brown |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief Financial Officer |
British |
Diana Conrad |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief People Officer |
Canadian |
James Ford |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
SVP and Group General Counsel, Legal and Compliance |
British & US |
Sally Jackson |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
SVP, Global Communications and CEO Office |
British |
Luke Miels
|
980 Great West Road Brentford Middlesex TW8 9GS, England
|
Chief Commercial Officer
|
Australian
|
Shobana Ramakrishnan |
980 Great West Road Brentford Middlesex TW8 9GS, England
|
Chief Digital & Technology Officer
|
US
|
David Redfern |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
President, Corporate Development |
British |
Regis Simard |
980 Great West Road Brentord Middlesex TW8 9GS, England
|
President, Global Supply Chain |
French & British |
Philip Thomson |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
President, Global Affairs |
British |
Deborah Waterhouse |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
CEO, ViiV Healthcare, and President Global Health |
British |
Tony Wood |
980 Great West Road
Brentford
Middlesex TW8 9GS, England |
Chief Scientific Officer |
British |
GSK PLC SC 13D/A
Exhibit 16
SECONDARY BLOCK TRADE AGREEMENT, made on 16 January 2024
BETWEEN
GSK (No.1) Scottish Limited Partnership (“SLP1”),
a private fund limited partnership registered in Scotland with registration number SL035527 and whose principal place of business is at
50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ;
Merrill Lynch International (“Bank of
America”), a company registered in England and Wales and having its registered address at 2 King Edward Street, London EC1A
1HQ; and
Citigroup Global Markets Limited (“Citi”
and, together with Bank of America, the “Managers”), a company registered in England and Wales and having its registered
address at Citigroup Centre, Canada Square, London E14 5LB.
WHEREAS
Subject to the terms and conditions set out in
this secondary block trade agreement (the “Agreement”), the Managers agree, severally and not jointly or jointly and
severally, to use their respective reasonable endeavours to procure purchasers for up to 350,000,000 ordinary shares (the “Shares”)
in Haleon plc (the “Company”) (the “Sale”).
The Sale Shares will be sold outside the United
States in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and offered and sold, in the United States, to persons reasonably believed to be “qualified institutional buyers”,
or “QIBs” (as defined in Rule 144A under the Securities Act) in reliance upon Section 4 or any other applicable exemption
under the Securities Act and applicable U.S. state securities laws. It is understood that all such investors will deliver to the Managers
executed investor representation letters substantially in the form of Exhibit A hereto.
| (a) | SLP1 hereby appoints the Managers to act as its agent for the purposes of effecting the Sale on the terms
and subject to the conditions set out in this Agreement and each of the Managers (i) accepts such appointment; and (ii) except as otherwise
expressly provided in this Agreement, acknowledges that its obligations under this Agreement are several and not joint nor joint and several. |
| (b) | Subject to the terms and conditions of this Agreement, each of the Managers agrees (on a several and not
joint or joint and several basis) to use its reasonable endeavours to procure purchasers for the Shares on an agency basis at a price
per Share (the “Purchase Price”) to be determined pursuant to an accelerated bookbuilding process. The number of Shares
to be sold (the “Sale Shares”) and the Purchase Price will be subject to agreement by the parties following completion
of the bookbuilding process and shall be set forth in an executed version of the Terms of Sale (the “Terms of Sale”),
which shall be substantially in the form set forth in Annex A hereto. The date of execution of the Terms of Sale shall be the “Pricing
Date”. |
| (c) | The parties acknowledge and agree that the Sale shall not be an on exchange transaction that is subject
to the rules of the London Stock Exchange Group plc (the “London Stock Exchange”). |
| (d) | The Managers shall release a Bloomberg announcement in a form and substance agreed in advance between
SLP1 and the Managers on the date hereof and the Pricing Date. SLP1 shall have the right to make such additional releases as may be required
under applicable securities law. |
The Closing Date shall be the date set out in
the executed Terms of Sale (the “Closing Date”).
On the Closing Date or at such other time and/or
date as SLP1 and the Managers agree, SLP1 shall procure, with the reasonable assistance of the Managers, that the Sale Shares are credited
through the facilities and in accordance with the procedures of Euroclear UK & International (Crest) to an account or accounts designated
by Citi (acting as settlement agent on behalf of the Managers). Against delivery of the Sale Shares, Citi (acting as settlement agent
on behalf of the Managers) shall pay or procure there to be paid an amount equal to the number of Sale Shares multiplied by the Purchase
Price in GBP (the “Gross Proceeds”), in same-day funds on the Closing Date or at such other time and/or date as SLP1
and the Managers agree to an account or accounts designated by SLP1, less all commissions, fees and expenses payable by SLP1 under this
Agreement.
| 3. | Conditions Precedent to Closing |
The obligations of the Managers hereunder shall
be subject to the following conditions:
| (a) | Since the date of this Agreement and on or prior to the time of settlement on the Closing Date, there
shall not have occurred or been disclosed by the Company: |
| i. | any material adverse change in the condition, financial or otherwise,
or in the earnings, assets, business, operations or prospects of the Company, or the Company and its subsidiaries taken as a whole; or |
| ii. | any suspension or limitation of trading (a) in any of the Company’s securities by the London Stock
Exchange or the New York Stock Exchange, or (b) generally on the London Stock Exchange or the New York Stock Exchange; or |
| iii. | any outbreak or material escalation of hostilities, act of terrorism, the declaration by the United Kingdom,
any other member of the European Economic Area (“EEA”) or the United States of a national emergency or war or other
calamity or crisis; or |
| iv. | the fixing of minimum or maximum prices for trading, or maximum ranges for prices by the London Stock
Exchange or the New York Stock Exchange or any other governmental authority; or |
| v. | any material disruption in commercial banking or securities settlement or clearance services in the United
Kingdom, the United States, any member of the EEA and/or a general moratorium on commercial banking activities having been declared by
the relevant authorities in the United Kingdom, the United States or any member of the EEA; or |
| vi. | any material adverse change in or affecting the financial markets in the United States, the United Kingdom,
any member of the EEA or in international financial, political or economic conditions, currency exchange rates or exchange controls, |
that, in the good faith judgment of
the Managers (acting jointly), following consultation with SLP1 to the extent reasonably practicable in the circumstances, would make
the placement of the Sale Shares or the enforcement of contracts to purchase the Sale Shares impracticable or inadvisable, or would materially
prejudice trading of the Sale Shares in the secondary market;
| (b) | SLP1’s representations and warranties made pursuant to this Agreement being true and accurate as
of the date hereof, the Pricing Date and the Closing Date; |
| (c) | SLP1 having complied with all of the agreements and undertakings and satisfied all of the conditions on
its part to be performed or satisfied under this Agreement on or before the Closing Date; and |
| (d) | The Managers having received on the Closing Date, in the form agreed between the parties prior to the
date hereof, a U.S. “no registration” opinion from Cleary Gottlieb Steen & Hamilton LLP, U.S. legal advisers to SLP1. |
The Managers, acting jointly in their sole discretion
(acting in good faith), may waive any of the foregoing conditions by notice to SLP1. In the event that (i) any of the events set out in
paragraphs i. to vi. of condition (a) above occurs at any time between the date hereof and the Closing Date, or (ii) SLP1 does not deliver
the Sale Shares on the Closing Date, or (iii) any of conditions (b) through (d) above has not been satisfied or waived in writing on the
dates specified therein, the Managers may elect, acting jointly in their sole discretion (acting in good faith), to terminate this Agreement
forthwith, provided that Clauses 5, 9, 10, 11, and 13 shall survive such termination and remain in full force and effect. In the
event that SLP1 has delivered any Sale Shares to Citi (acting as settlement agent on behalf of the Managers) in accordance with Clause
2 and the Managers elect to terminate this Agreement pursuant to this Clause 3, the Managers shall procure as soon as reasonably practicable
the transfer back of such Sale Shares to an account designated by SLP1.
In consideration of the services provided by the
Managers under this Agreement, SLP1 and each of the Managers agree as follows:
| (a) | SLP1 shall pay, or procure the payment of, to the Managers on the Closing Date a base commission (the
“Base Commission”) equal to 0.5% of the value of the Shares sold by SLP1 at the Purchase Price. The Base Commission
payable pursuant to this Clause 4(a) shall be split between the Managers in the following proportions: |
| i. | Bank of America: 50%; and |
| (b) | SLP1 may, acting in its absolute discretion, determine to pay to the Managers a discretionary commission
(the “Discretionary Commission”) of up to 0.25% of the value of the Shares sold pursuant to this Agreement at the Purchase
Price which shall be split between the Managers in the following proportions: |
| i. | Bank of America: 50%; and |
| (c) | The Managers shall be entitled to deduct, in accordance with Clause 2, the Base Commission from the amounts
payable to SLP1 pursuant to Clause 2; and |
| (d) | The extent to which the Discretionary Commission (if any) is payable to any Manager shall be determined
by SLP1, acting in its absolute discretion. If SLP1 so determines that any Discretionary Commission is payable to any Manager, SLP1 shall
pay such Discretionary Commission to the relevant Manager(s) by no later than 30 days following the Closing Date. |
| (a) | Each party shall be responsible for its own expenses, including legal fees and fees of other advisers
incurred in connection with this Agreement and the Sale. |
| (b) | SLP1 will bear and pay, or indemnify the Managers or any other Relevant Person (as defined in Clause 8)
in respect of, any stamp, withholding, documentary, transfer, financial transaction or other similar duties or taxes, payable or incurred
by SLP1 or the Managers or any other Relevant Person or otherwise imposed on any such person on or in connection with the Sale and the
execution, performance and delivery of this Agreement. This Clause 5(b) shall not apply to any such duty or tax which would not have been
levied but for the presence of the relevant Manager or Relevant Person in the territory which seeks to levy such duty or tax. |
| (c) | The Managers shall be entitled to deduct, in accordance with Clause 2, the amounts due and payable to
it pursuant to this Clause 5 from the amounts payable to SLP1 pursuant to Clause 2. |
| 6. | Representations, Warranties and Undertakings of SLP1 |
| (a) | SLP1 hereby makes the representations, warranties and undertakings set out in Annex B to the Managers
on and as of the date hereof, the Pricing Date and the Closing Date. |
| (b) | SLP1 acknowledges that each of the Managers is entering into this Agreement in reliance upon each of the
representations, warranties and undertakings set out in Annex B. SLP1 will promptly notify the Managers if at any time on or prior to
the Closing Date any of the representations or warranties set out in Annex B and given by it ceases to be true and accurate in any respect
or in the event that it breaches any undertaking or fails to comply with any obligation under this Agreement. |
| (c) | To the extent not delivered together with the Sale Shares on the Closing Date, SLP1 shall promptly pay
or transfer to the Managers, for the benefit of the purchasers of the Sale Shares, all dividends, distributions and other rights declared,
distributed or received in respect of the Sale Shares for which an ex-dividend date occurs on or after the Pricing Date. |
| (d) | SLP1 undertakes, at its own expense, to execute or procure to be executed all such documents and do all
such acts and things as are necessary in order to give effect to the terms of this Agreement and to enable the sale and purchase of the
Sale Shares to be carried out and given full force and effect. |
| (e) | SLP1 undertakes, except to the extent required by applicable law or regulatory requirement and save as
permitted by this Agreement, not to disclose to any third party or publicly refer to the contents of this Agreement or the transactions
contemplated by it prior to the Closing Date without the prior written consent of the Managers, except that SLP1 may disclose such information
to its advisers as necessary in connection with the Sale. |
| (f) | All payments to be made by SLP1 to any Relevant Person (as defined in Clause
8) shall be made without withholding or deduction for or on account of any present or future tax unless
SLP1 is compelled by applicable law to deduct or withhold such tax. In that event, SLP1 shall pay such additional amounts as may be necessary
in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no
withholding or deduction had been made. |
| (g) | If any payment to be made by SLP1 to any Relevant Person (as defined in Clause 8) other than a payment
of commissions payable under Clause 4 is subject to tax in relation to its receipt by the Relevant Person, the sum payable shall be increased
to such amount as will ensure that after payment of any such tax the Relevant Person shall be left with a sum equal to the amount that
it would have received in the absence of such liability to tax (after giving credit for any tax relief obtained, utilised and retained
in respect of the matter giving rise to the payment). |
| (h) | SLP1 will give (or procure the giving of) such notices to, or make (or procure the making of) such announcements
or filings with, the London Stock Exchange or any other agencies or bodies or persons, as shall be required to be made by it under any
applicable law or regulation in connection with the sale of the Shares in the manner contemplated hereunder. |
| 7. | Representations, Warranties and Undertakings of the Managers |
| (a) | Each of the Managers (in respect of itself only), severally and not jointly or jointly and severally,
hereby makes the representations, warranties and undertakings set out in Annex C to SLP1 on and as of the date hereof, the Pricing Date
and the Closing Date. |
| (b) | Each Manager acknowledges that SLP1 is entering into this Agreement in reliance upon each of the representations,
warranties and undertakings set out in Annex C. Each Manager will promptly notify SLP1 if at any time on or prior to the Closing Date
any of the representations or warranties set out in Annex C ceases to be true and accurate in any respect or in the event that such Manager
breaches any undertaking or fails to comply with any obligation under this Agreement. |
SLP1 agrees to indemnify and hold harmless each
of the Managers and its Affiliates, and the directors, officers, agents and employees of each of the foregoing and each other person,
if any, controlling such Manager or any of its Affiliates (each a “Relevant Person”) from and against any and all losses,
claims, damages, liabilities or properly incurred expenses which any Relevant Person may suffer or incur or, in each case, actions in
respect thereof, related to or arising out of (i) any breach or alleged breach of the representations and warranties of SLP1 contained
in this Agreement, (ii) any failure or alleged failure of SLP1 to perform its obligations under the Agreement or (iii) any Relevant Person’s
role in connection herewith (including, in each case, actions arising out of the Sale contemplated by the Agreement but, in the case of
(iii) only excluding any losses, claims, damages, liabilities or expenses to the extent they are finally judicially determined by a court
of competent jurisdiction to have resulted from a material breach of this Agreement by any such Manager or any such Relevant Person’s
bad faith, negligence, wilful default or fraud), and SLP1 will reimburse any Relevant Person for all properly incurred expenses (including
legal fees and any irrecoverable VAT on any incurred expenses) as they are incurred by such Relevant Person in connection with investigating,
preparing or defending any such action or claim, whether or not in connection with a pending or threatened litigation in which such Relevant
Person is a party. If a Relevant Person is subject to tax in respect of any indemnity payable under this Clause 8, the sum payable shall
be increased to such amount as will ensure that after payment of such tax such Relevant Person shall be left with a sum equal to the amount
that it would have received in the absence of such charge to tax (after giving credit for any tax relief available in respect of the matter
giving rise to the indemnity), provided that SLP1 shall not be required to make any such payment in respect of any taxes which arise as
a result a material breach of this Agreement by any such Manager or of the bad faith, gross negligence, willful default or fraud of any
Relevant Person. The obligations of SLP1 under this Clause 8 shall be in addition to any liability that SLP1 may otherwise have. As used
in this Agreement, “Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D under the Securities
Act (“Regulation D”).
Each Relevant Person shall give notice as promptly
as reasonably practicable to SLP1 of any claim, proceeding, judgment or demand in respect of which indemnification may be sought under
this Clause 8 (each a "Claim"), but failure to so notify SLP1 shall not relieve SLP1 from any liability hereunder and
in any event shall not relieve SLP1 from any liability which it may have otherwise than on account of the indemnity set out in this Clause
8. Such Relevant Person shall thereafter keep SLP1 informed of all material developments in respect of the Claim and provide SLP1 with
such information and copies of such documents relating to the Claim as SLP1 may reasonably request, provided that such Relevant Person
shall not be under any obligation to provide SLP1 with a copy of any such document which is or may be legally privileged, and further
provided that the omission by the Relevant Person to provide information or documents, shall not relieve SLP1 from any liability hereunder
and in any event shall not relieve SLP1 from any liability which it may have otherwise than on account of the indemnity set out in this
Clause 8.
Each of the Managers and SLP1 agree that the indemnity
letter entered into, on or about the date hereof, prior to the entry into this Agreement, (the “Indemnity Letter") shall
terminate upon entry into this Agreement and shall be superseded by the indemnity in this Agreement and shall be of no further force and
effect (save in respect of any accrued rights or liabilities which, for the avoidance of doubt, shall be subject to Clause 13(g)).
This Agreement shall be binding upon, and inure
solely to the benefit of, each of the Managers and SLP1 and, to the extent provided herein, any other Relevant Person and their respective
heirs, executors, administrators, successors and assigns.
| (a) | Any person (other than the parties to this Agreement) who is given any rights or benefits under Clause
9 (a “Third Party”) shall be entitled to enforce those rights or benefits against the parties in accordance with the
Contracts (Rights of Third Parties) Act 1999. |
| (b) | Save as provided in Clause 10(a), no person shall have any rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or
is available apart from that Act. |
| (c) | Notwithstanding the provisions of Clauses 10(a) and 10(b), the parties may amend, vary or terminate this
Agreement in such a way as may affect any rights or benefits of any Third Party which are directly enforceable against the parties under
the Contracts (Rights of Third Parties) Act 1999 without the consent of such Third Party. |
| 11. | Law, Jurisdiction and Process Agent |
| (a) | This Agreement and the relationship among the parties to it (and any non-contractual obligation, dispute,
controversy or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by
and construed in accordance with English law. Subject to Clause 11(b), the parties irrevocably agree that the English courts will have
exclusive jurisdiction in relation to this Agreement and the parties hereby submit to the jurisdiction of such courts. |
| (b) | If a third party, not being a party to this Agreement, commences proceedings against any Relevant Person
in any court of competent jurisdiction, arising out of or in connection with this Agreement or the transactions contemplated hereby (the
“Third Party Proceedings”), nothing in this Clause 11 shall limit the rights of such Relevant Person to join SLP1 as
a party to such Third Party Proceedings or to otherwise bring proceedings against SLP1 in connection with the Third Party Proceedings
under this Agreement or otherwise in such courts in the jurisdiction in question, regardless of whether proceedings have been initiated
or are ongoing in another jurisdiction. SLP1 irrevocably waives any objection to any such court as is referred to in the foregoing sentence
on grounds of inconvenient forum or otherwise with respect to the relevant proceedings and irrevocably agrees that a judgment or order
of any such court in connection with such proceedings shall be conclusive and binding on it and may be enforced against it in the courts
of any other jurisdiction. |
| 12. | Recognition of the U.S. special resolution regimes |
For the purposes of this Clause 12:
“Covered Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has
the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime”
means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
| (a) | In the event that any Manager that is a Covered Entity becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer from such Manager of this Agreement, and any interest and obligation in or under this Agreement, will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any
such interest and obligation, were governed by the laws of the United States or a state of the United States. |
| (b) | In the event that any Manager that is a Covered Entity or a Covered Affiliate of such Manager becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such
Manager are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if this Agreement were governed by the laws of the United States or a state of the United States. |
| (a) | Time shall be of the essence of this Agreement. |
| (b) | The heading to each Clause is included for convenience only and shall not affect the construction of this
Agreement. |
| (c) | In the event any provision of this Agreement is found to be or becomes illegal, invalid or unenforceable,
no other provision of this Agreement shall thereby be affected and the Agreement shall remain valid and enforceable in respect of all
remaining provisions, and any invalid or unenforceable provision will be deemed to be replaced by a provision which as nearly as possible
accomplishes the commercial purpose of the original. |
| (d) | This Agreement, including, for the avoidance of doubt, the Terms of Sale, constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings (whether written or oral) between SLP1 and the Managers with
respect to the subject matter hereof. |
| (e) | This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument. |
| (f) | No variation or waiver to this Agreement shall be effective unless it is in writing and signed by or on
behalf of SLP1 and the Managers. |
| (g) | This Agreement shall automatically terminate if the Terms of Sale are not
executed by the parties hereto by the date two business days (being a day on which commercial banks are generally open for business in
both London and New York) after (and excluding) the date of this Agreement, provided however that notwithstanding any such termination
Clauses 5, 8, 9, 10, 11, and 12 shall continue in full force and effect. |
| (h) | The indemnities, agreements, representations, undertakings and warranties, as set forth in this Agreement,
shall remain in full force and effect and shall survive delivery of and payment for the Sale Shares. |
| (i) | The terms of this Agreement do not constitute, and shall not be construed as, an agreement or commitment
between SLP1 and the Managers relative to underwriting or the Managers making any principal commitment to purchase the Sale Shares. |
| (j) | SLP1 acknowledges and agrees that each of the Managers is acting solely pursuant to a contractual relationship
with SLP1 on an arm’s-length basis with respect to the Sale (including in connection with determining the terms of the Sale) and
that in connection with the Sale and the process leading to such transaction, neither of the Managers has acted as or are financial advisers
or fiduciaries of SLP1 or SLP1’s stockholders, creditors, employees, Affiliates or any other party. Neither of the Managers has
assumed or will assume an advisory or fiduciary responsibility in favour of SLP1 with respect to the Sale or the process leading to the
Sale (irrespective of whether either of the Managers has advised or are currently advising the SLP1 on other matters) and neither Manager
has any obligation to SLP1 with respect to the Sale except the obligations expressly set out in this Agreement. SLP1 further acknowledges
and agrees that each of the Managers and its respective Affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of SLP1 and that neither of the Managers has provided any legal, accounting, regulatory or tax advice with respect
to the Sale. SLP1 confirms that it has consulted its own legal, accounting, regulatory and tax advisers to the extent it deemed appropriate. |
| (k) | All payments in respect of services supplied pursuant to this Agreement are exclusive of any applicable
VAT or any similar tax in any jurisdiction thereon, which shall be payable by the relevant party, in addition to the relevant payment,
upon presentation to such party of a valid VAT invoice (if applicable). |
| (l) | Each Manager shall treat as confidential all non-public information (“Information”)
regarding SLP1 and the Company provided to it by SLP1 during the term of this Agreement (if any) and will not, save to the extent necessary
to perform its obligations under this Agreement, disclose any Information to a third party without the prior written consent of SLP1,
except (i) as required by any judicial or regulatory process or applicable law or (ii) in connection with defending it or its Affiliates
against allegations or claims made or threatened by any third party arising out of or in relation to the transactions contemplated by
this Agreement. The term “Information” does not include information which (a) is or becomes generally available to the public,
(b) was available to the relevant Manager on a non-confidential basis or (c) becomes available to the relevant Manager from a third party
source not known by the relevant Manager to owe a duty of confidentiality to SLP1 with respect to such information. |
| (m) | Notwithstanding anything to the contrary in this Agreement, the liability of SLP1 and its legal successors
under the terms of this Agreement and/or the Indemnity Letter (other than in the case of fraud, fraudulent misrepresentation or wilful
default on the part of SLP1, or in relation to the warranties (a), (b), (c), (d) and (e) in Annex B hereto) shall not exceed the amount
of the Gross Proceeds (less any commissions payable in accordance with Clause 4 (Commission)) received (or that would be received) in
aggregate by SLP1. |
IN WITNESS WHEREOF this Agreement has been duly
executed as of the day and year first before written.
For and on behalf of
Merrill Lynch International
By: | /s/ James Palmer |
|
| |
|
| |
|
Name: | James Palmer |
|
Title: | Head of EMEA ECM |
|
For and on behalf of
Citigroup Global Markets Limited
By: | /s/ Robert Way |
|
| |
|
| |
|
Name: | Robert Way |
|
Title: | Managing Director |
|
Signed by |
|
|
|
|
Subesh Williams |
|
/s/ Subesh Williams |
|
Duly authorised for and on behalf of GSK
(No.1) Scottish Limited Partnership acting by its general partner, GSK GP 1 Limited |
|
Authorised signatory of GSK GP 1 Limited |
|
ANNEX A
TERMS OF SALE
Further to the provisions of the SECONDARY BLOCK
TRADE AGREEMENT DATED ____ January 2024 between GSK (No.1) Scottish Limited Partnership (“SLP1”), Merrill Lynch International
and Citigroup Global Markets Limited (the “Agreement”), the following terms of sale are agreed:
Number of Sale Shares: [●]
Purchase Price per Sale Share:
____________
Base Commission: ____%
Closing Date: ____ January 2024
SLP1 confirms the accuracy of the representations
and warranties set out in Annex B of the Agreement, each Manager confirms the accuracy of the representations and warranties set out in
Annex C of the Agreement and SLP1 and each of the Managers confirms the provisions of the Agreement and acknowledge and agree that these
Terms of Sale form part of and shall be read in conjunction with the Agreement.
Terms defined in the Agreement shall have the
same meanings herein.
These Terms of Sale and the relationship among
the parties hereto (and any non-contractual obligation, dispute, controversy or claim of whatever nature arising out of or in any way
relating to these Terms of Sale or their formation) shall be governed by and construed in accordance with English law. The parties irrevocably
agree that the English courts will have exclusive jurisdiction in relation to these Terms of Sale and the parties hereby submit to the
jurisdiction of such courts.
IN WITNESS WHEREOF these Terms of Sale have been
duly executed as of ____ January 2024.
For and on behalf of
Merrill Lynch International
By: _________________
Name:
Title:
Citigroup Global Markets Limited
By: _________________
Name:
Title:
|
|
|
|
Duly authorised for and on behalf of |
|
|
|
GSK
(No.1) Scottish Limited Partnership acting by its general partner, GSK GP 1 Limited |
|
Authorised signatory of GSK GP 1 Limited |
|
ANNEX B
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF
SLP1
| (a) | SLP1 has taken all necessary corporate and other actions to authorise the execution, delivery and performance
of this Agreement; this Agreement has been duly executed and delivered by the duly authorised representatives of SLP1, and constitutes
a legal, valid, binding agreement, enforceable against SLP1 in accordance with its terms. |
| (b) | SLP1 has been duly incorporated and is validly existing as a corporation under the laws of the place of
its incorporation. |
| (c) | The execution, delivery and performance of this Agreement by SLP1 does not contravene, result in a breach
or violation of, or constitute a default under: |
| i. | the constitutional documents of SLP1; |
| ii. | any agreement or contract to which SLP1 is a party or by which it or any of its assets is bound; or |
| iii. | any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having jurisdiction over SLP1 or the Shares. |
| (d) | All consents, orders and approvals, if any, of any regulatory or governmental authority or agency having
jurisdiction over SLP1 or the transactions contemplated by this Agreement required to be obtained for the execution, delivery and performance
of this Agreement by SLP1 have been obtained and are in full force and effect. |
| (e) | SLP1 (or its nominee) has good and valid title to, and the legal right and power to sell and transfer)
or to direct the sale and transfer of) the full beneficial and legal interest in, the Sale Shares to be sold by it pursuant to this Agreement,
free and clear of all pledges, liens and encumbrances, equities, security interests or other claims binding upon SLP1; and upon the delivery
of the Sale Shares to the Managers (or purchasers procured by each of the Managers or its Affiliates), good and valid legal and beneficial
title to the Sale Shares, free and clear of all pledges, liens and encumbrances, equities, security interests or other claims will pass
to the Managers (or purchasers procured by each of the Managers or its Affiliates). The Sale Shares are validly issued, fully paid and
non-assessable, and when delivered to the Managers (or purchasers procured by each of the Managers or its Affiliates) in accordance with
this Agreement, will have the same rights as, and rank pari passu with, all of the other Shares of the Company of the same class,
including for the avoidance of doubt, rights to dividends to be declared or paid by the Company in respect thereof. |
| (f) | The Sale will not constitute a violation by SLP1 of applicable ‘insider dealing’, ‘insider
trading’ or similar legislation; SLP1 is not aware of any non-public fact or circumstance that could reasonably be deemed to be
material or, if made public, would or might reasonably be expected to have a significant effect upon the market price of the Shares, other
than this Agreement and the transactions contemplated hereunder and the sale of the Shares by SLP1. |
| (g) | Other than this Agreement, SLP1 has not entered into any agreement or arrangement with any person in relation
to the sale of the Shares, and there are no other contracts, agreements or understandings between SLP1 and any person that would give
rise to a claim against SLP1 or the Managers for a brokerage, commission, finder’s fee or other like payment in connection with
the Sale. |
| (h) | The Company is a “foreign issuer” (as defined in Regulation S). |
| (i) | SLP1 reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S)
in the class of securities to be offered or sold. |
| (j) | The Shares satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. |
| (k) | The Company is subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended. |
| (l) | None of SLP1, any of its Affiliates or any person acting on its or their behalf (except for each Manager
and its Affiliates, as to which no representation or warranty is made), directly or indirectly, has made or will make any offers or sales
of any security, or has solicited or will solicit offers to buy, or otherwise has negotiated or will negotiate in respect of, any security,
under circumstances that would require the registration of the Shares under the Securities Act. |
| (m) | None of SLP1, any of its Affiliates or any person acting on its or their behalf (except for each of the
Managers or any other Relevant Person, in respect of whom SLP1 makes no representation) has engaged or will engage in any “directed
selling efforts” (within the meaning of Regulation S) or any form of general solicitation or general advertising (within the meaning
of Regulation D under the Securities Act) with respect to the Shares in the United States. |
| (n) | None of SLP1, any of its Affiliates or any person acting on its or their behalf (except for the Managers
or any other Relevant Person, in respect of whom SLP1 makes no representation) has taken or will take, directly or indirectly, any action
designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation
or manipulation of the price of any security of the Company, and by entering into this Agreement SLP1 is not seeking to create, or expecting
there to be created, a false or misleading market in, or the price of, the Shares or any other security of the Company. |
| (o) | None of SLP1, any of its Affiliates or any person acting on its or their behalf (except for the Managers
or any other Relevant Person, in respect of whom SLP1 makes no representation) has distributed and, prior to the later to occur of (i)
the Closing Date and (ii) completion of the distribution of the Sale Shares, none of SLP1, any of its Affiliates or any person acting
on its or their behalf (except for the Managers, as to which no representation is made) shall distribute, any offering or sales materials
in connection with the offering and sale of the Shares. |
| (p) | SLP1 will not directly or indirectly use the proceeds of the sale of its Sale Shares hereunder, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose
of financing or facilitating any activities or business of or with any person or entity that, at the time of such financing or facilitation,
is a person with whom dealings are restricted by any sanctions administered by any of the Office of Foreign Assets Control of the U.S.
Department of the Treasury, the European Union, Her Majesty’s Treasury or the United Nations Security Council or any other relevant
sanctions authority, or is or is located, organized or resident in a country or territory that is the subject of sanctions that broadly
prohibit or restrict dealings with that country or territory (currently Cuba, Iran, North Korea, Sudan, Syria and the so-called People’s
Republics of Luhansk and Donetsk), in each case in any manner that will result in a violation of such sanctions by any person, including
by any person participating in the transactions contemplated hereby. No provision of this Annex shall apply if and to the extent that
it is unenforceable as a result of Council Regulation (EC) No. 2271/1996 of 22 November 1996 (or any law or regulation of the United Kingdom
or any Member State of the European Union) and, in such case, the enforceability of the provision of this Annex shall not otherwise be
affected. |
ANNEX C
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF
EACH OF THE MANAGERS
| (a) | Such Manager has taken all necessary corporate and other actions to authorise the execution, delivery
and performance of this Agreement; this Agreement has been duly executed and delivered by the duly authorised representatives of such
Manager, and constitutes a legal, valid, binding agreement, enforceable against such Manager in accordance with its terms. |
| (b) | Such Manager has been duly incorporated and is validly existing as a corporation under the laws of the
place of its incorporation. |
| (c) | The execution, delivery and performance of this Agreement by such Manager does not contravene, result
in a breach or violation of, or constitute a default under: |
| i. | the constitutional documents of such Manager; |
| ii. | any agreement or contract to which such Manager is a party or by which it or any of its assets is bound;
or |
| iii. | any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having jurisdiction over such Manager. |
| (d) | All consents, orders and approvals, if any, of any regulatory or governmental authority or agency having
jurisdiction over SLP1 or the transactions contemplated by this Agreement required to be obtained for the execution, delivery and performance
of this Agreement by such Manager have been obtained and are in full force and effect. |
| (e) | Such Manager acknowledges and agrees that the Shares have not been and will not be registered under the
Securities Act, and that such Manager, each of its Affiliates and any person acting on behalf of any of the foregoing has not offered
or sold, and will not offer or sell, any Shares (1) except in an “offshore transaction” (within the meaning of Regulation
S) in accordance with Regulation S or (2) within the United States as part of their distribution at any time except (i) in accordance
with Rule 903 of Regulation S or (ii) to those persons it reasonably believes to be QIBs and from which executed letters substantially
in the form of Exhibit A hereto were received. |
| (f) | Neither such Manager, nor any of its Affiliates nor any person acting on behalf of any of the foregoing
have engaged or will engage in any “directed selling efforts” (within the meaning of Regulation S) or any form of general
solicitation or general advertising (within the meaning of Regulation D under the Securities Act) with respect to the Shares in the United
States. |
| (g) | In relation to each Member State of the European Economic Area (each, a “Relevant State”),
such Manager has not made and will not make an offer of Shares to the public in that Relevant State, except that it may make an offer
to the public in that Relevant State of any Shares at any time under the following exemptions under the Prospectus Regulation: |
| i. | to any legal entity which is a qualified investors as defined under the Prospectus Regulation; |
| ii. | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus
Regulation); or |
| iii. | in any other circumstances falling within Article 1(4) of the Prospectus Regulation; |
provided that no such offer of
Shares shall require SLP1 or such Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision,
the expression an “offer to the public” in relation to the Shares in any Relevant State means the communication in any form
and by any means of sufficient information on the terms of the sale and any Shares to be offered so as to enable an investor to decide
to purchase any Shares, and the expression “Prospectus Regulation” means Regulation 2017/1129 (and amendments thereto).
| (h) | In relation to the United Kingdom, it has not made and will not make an offer of Shares to the public
in the United Kingdom, except that they may make an offer to the public in the United Kingdom of any Shares at any time: |
| i. | to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; |
| ii. | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2
of the UK Prospectus Regulation); or |
| iii. | in any other circumstances falling within Section 86 of the FSMA (as defined below), |
provided that no such offer of the
Shares shall require SLP1 or such Manager to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant
to Article 23 of the UK Prospectus Regulation.
For the purposes of this provision,
the expression an “offer to the public” in relation to the Shares in the United Kingdom means the communication in any form
and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide
to purchase or subscribe for any Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
| (i) | Such Manager has only communicated or caused to be communicated and will only communicate or cause to
be communicated in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of Section 21
of the Financial Services and Markets Act 2000, including any supplement and amendments thereto (the “FSMA”)) in connection
with the sale of any Shares, in circumstances in which Section 21(1) of the FSMA does not apply to SLP1. |
| (j) | Such Manager has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Shares in, from or otherwise involving the United Kingdom. |
| (k) | Such Manager will use reasonable endeavours to comply and procure that its Affiliates comply in all material
respects with applicable laws, requirements and practices in any jurisdictions relevant to the transactions contemplated by this Agreement
as are customarily complied with as a matter of best practice for an international bank soliciting investors for undertaking offerings
of shares of this type in such jurisdictions or where failure to comply would constitute negligence, wilful default or fraud by or on
behalf of the Manager. |
| (l) | Such Manager will perform its obligations under this Agreement in accordance with its policies on anti-bribery
and anti-corruption. |
EXHIBIT A
FORM OF THE INVESTOR REPRESENTATION LETTER
MERRILL LYNCH INTERNATIONAL
(for itself and for and on behalf of its affiliates)
2 King Edward Street
London EC1A 1HQ
United Kingdom
CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, NY 10013
United States
____ January 2024
Dear Sir or Madam,
Investor Representation Letter – Purchase
of shares in Haleon plc
In connection with and as part of the consideration
for our purchase of ordinary shares (the “Shares”) of Haleon plc (the “Company”) (the
“Placing”), we represent, warrant, agree, undertake, confirm and/or acknowledge (as the case may be) to Merrill
Lynch International and Citigroup Global Markets Inc. (collectively, the “Managers”) and their affiliates that:
| 1. | (a) We are an institution which has such knowledge and experience in financial and business matters and
in buying equity securities that we are capable of evaluating the merits and risks of our investment in the Shares; (b) we and any accounts
for which we are acting are each able to bear the economic risk of such investment, and are able to sustain a complete loss of our investment
in the Shares; and (c) none of the Managers are making any recommendations to us or advising us regarding the suitability of buying any
Shares of the Company in the Placing. |
| 2. | (a) No offering or disclosure documents or information have been or will be prepared by the Company, the
seller, the Managers or any of their respective affiliates or any other person in connection with the Placing; and (b) the Shares are
only being offered into the United States, on an exceptional and limited basis to a select group of experienced and sophisticated institutional
QIBs (as defined below) that have signed this letter acknowledging and accepting the increased potential risks inherent in investing in
such an accelerated placing, due to the speed to market, no disclosure or offering document being prepared for the transaction and no
access for the Managers to the Company. |
| 3. | (a) The Shares are of the same class as securities admitted to listing on the London Stock Exchange (the
“Exchange”) and that the Company is therefore required to publish certain business and financial information
in accordance with the rules and practices of the Exchange and the laws of England & Wales (together with the information on its website
and its press releases and announcements, the “Public Information”), and that we have had access to such information
without undue difficulty and have made such investigation with respect to the Company and the Shares, as we deem necessary to make our
investment decision; (b) we acknowledge that the Company indicates on its website that it expects to release its financial results for
the 2023 financial year on 29 February 2024 (the “FY 2023 Results”), and we acknowledge and accept that the
Managers are not aware of the content of the FY 2023 Results and have not had any contact with or access to the Company to discuss or
diligence the FY 2023 Results; (c) American depository shares representing ordinary shares of the Company are listed on the New York Stock
Exchange and the Company is therefore required to publish certain business and financial information in accordance with the rules and
practices of the New York Stock Exchange (the “New York Stock Exchange Information”) and file with, and furnish
to, the U.S. Securities and Exchange Commission (the “Commission”) reports, information and documents pursuant
to Section 13(a) of the Securities Exchange Act of 1934, as amended, and the rules of the Commission thereunder (the “Exchange
Act Information” and, together with the Public Information and the New York Stock Exchange Information, the “Public
and NYSE Information”), and that we have had access to such information without undue difficulty and have made such investigation
with respect to the Company and the Shares, as we deem necessary to make our investment decision; (d) we have made our own assessment
and have satisfied ourselves concerning the tax, legal, regulatory and financial considerations relevant to our investment in the Shares;
(e) we have had the opportunity to ask questions concerning the terms and conditions of the offer of the Shares; (f) we have made our
investment decision based upon Public and NYSE Information and our own review, judgement and analysis, and not upon any view expressed
or information provided by or on behalf of the Managers or any of their affiliates; (g) we have not relied and will not rely on the Managers
or any of their affiliates in connection with our analysis or decision to purchase Shares, or on any investigation that the Managers or
any of their affiliates may have conducted with respect to the Company or the Shares, and none of such persons has made any representation
or recommendation, express or implied, with respect to the Company or the Shares or the FY 2023 Results or the accuracy, adequacy or completeness
of any publicly available information, including (without limitation) the Public and NYSE Information, or any information in any Placing
announcements or any information made available either at the time of sale or on the closing date of the Placing, or any information made
available (whether in written or oral form) by the Company in its results presentation or as part of discussions by the Company with you
in relation to its results (the “Results Information”), and none of the Managers or any of their affiliates
accept or have any responsibility or liability for any of such information; and (h) none of the Managers or any of their affiliates have
ultimate authority over any such information, including without limitation any control over its content or whether or how it was or is
communicated. |
| 4. | We will not hold or seek to hold the Managers or any of their affiliates responsible or liable for any
information disclosed by the Company in, or any misstatements in or omissions from, the FY 2023 Results, any misstatements in or omissions
from any publicly available information concerning the Company, including (without limitation) the Public and NYSE Information or any
information in any Placing announcements or any information made available to us either at the time of sale or on the closing date of
the Placing, or any Results Information. |
| 5. | We are empowered, authorised and qualified to purchase the Shares. |
| 6. | We are a “qualified institutional buyer” (“QIB”) within the meaning
of Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Further, if we are acquiring
the Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, we have investment discretion with respect
to each such account and we have the power and authority to make (and do make) the representations, warranties, agreements, undertakings,
confirmations and acknowledgments herein on behalf of each such account, including without limitation purchasing the Shares. |
| 7. | We are acquiring such Shares for our own account (or the account of a QIB as to which we have full investment
discretion) for investment purposes and (subject to the disposition of our property being at all times within our control) not with a
view to any distribution of the Shares. |
| 8. | We understand that any Shares offered to or purchased by us in the United States are “restricted
securities” as defined in Rule 144(a)(3) under the Securities Act, and agree that so long as the Shares are restricted securities,
we will segregate such Shares from any other shares that we hold that are not “restricted securities”, will not deposit the
Shares in an unrestricted depository receipt facility and will only transfer such Shares in accordance with paragraph 9 below. |
| 9. | We understand that such Shares are being offered and sold to us pursuant to Rule 144A under the Securities
Act or another exemption from, or transaction not subject to, the registration requirements of the Securities Act in a transaction not
involving a public offering of securities in the United States and that the Shares have not been and will not be registered under the
Securities Act or with any state or other jurisdiction of the United States. We agree that with respect to any Shares offered to or purchased
by us in the United States, so long as the Shares are “restricted securities”, the Shares may not be reoffered, resold, pledged
or otherwise transferred except (a) to the Company, (b) outside the United States in an offshore transaction in accordance with Rule 903
or 904 of Regulation S under the Securities Act, (c) inside the United States in accordance with Rule 144A under the Securities Act to
a person whom the seller reasonably believes is a QIB that is purchasing such Shares for its own account or for the account of a QIB to
whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A under the Securities Act, (d) pursuant to
Rule 144 under the Securities Act (if available), (e) pursuant to an effective registration statement under the Securities Act, or (f)
pursuant to another available exemption, if any, from registration under the Securities Act, and that, in each case, such offer, sale,
pledge or transfer must be made in accordance with all applicable securities laws of each state of the United States and the securities
laws of any other relevant jurisdiction, as then in effect. |
| 10. | We understand that no representation has been made as to the availability of Rule 144, Rule 144A or any
other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Shares. |
| 11. | We understand and acknowledge that each of the Managers are acting solely for the seller of the Shares
and no-one else in connection with the Placing. |
| 12. | We acknowledge and agree that the exercise by the Managers of any power to grant consent to the seller
to undertake a transaction which would otherwise be subject to the lock-up under the block trade agreement shall be within the absolute
discretion of the Managers (subject to the Managers having agreed with the seller not to withhold or delay its consent unreasonably) and
that it need not make any reference to, or consult with, us and that it shall have no liability to us in connection with any such exercise
of the power to grant such consent. |
| 13. | We acknowledge and agree that the Managers are entitled at any time before settlement, to terminate the
block trade agreement with the seller and, consequently the Placing, in accordance with the terms of such block trade agreement in certain
circumstances, such as a material breach by the seller of its warranties in the block trade agreement, a material adverse change in the
condition of the underlying company or the occurrence of certain force majeure events. |
We acknowledge and
agree that the good faith exercise or non-exercise by the Managers of any right of termination under the block trade agreement shall be
at the absolute discretion of the Managers, with no requirement to reference or consult with us and the Managers shall have no liability
to us in connection with the good faith exercise or non-exercise of such termination right.
[Signature page follows.]
We understand that the foregoing representations,
warranties, agreements, undertakings, confirmations and acknowledgements are required in connection with the United States and other securities
laws and that the Managers and their affiliates are entitled to rely upon this letter and upon the accuracy of the representations, warranties,
agreements, undertakings, confirmations and acknowledgements contained herein, and the Managers and their affiliates are irrevocably authorised
to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect
to the matters covered hereby. We also understand that all references herein to Shares, where the context permits, shall also be deemed
to be references to depositary interests.
We understand that if we purchase the Shares in
this transaction and fail to return an executed copy of this letter to the Managers we will be deemed to have made for the benefit of
the Managers and their affiliates all such representations, warranties, agreements, undertakings, confirmations and acknowledgments contained
herein.
This is not a confirmation of sale of Shares or
the terms thereof. We understand that any such confirmation (as appropriate) will be sent to us separately.
Yours truly,
[Name of Purchaser]
By: ____________________
Name:
Title:
Date:___________________
GSK PLC SC 13D/A
Exhibit 17
TERMS
OF SALE
Further
to the provisions of the SECONDARY BLOCK TRADE AGREEMENT DATED 16 January 2024 between GSK (No.1) Scottish Limited Partnership (“SLP1”),
Merrill Lynch International and Citigroup Global Markets Limited (the “Agreement”), the following terms of sale are
agreed:
Number
of Sale Shares: 300,000,000
Purchase
Price per Sale Share: 326 pence
Base
Commission: 0.5%
Closing
Date: 19 January 2024
SLP1
confirms the accuracy of the representations and warranties set out in Annex B of the Agreement, each Manager confirms the accuracy of
the representations and warranties set out in Annex C of the Agreement and SLP1 and each of the Managers confirms the provisions of the
Agreement and acknowledge and agree that these Terms of Sale form part of and shall be read in conjunction with the Agreement.
Terms
defined in the Agreement shall have the same meanings herein.
These
Terms of Sale and the relationship among the parties hereto (and any non-contractual obligation, dispute, controversy or claim of whatever
nature arising out of or in any way relating to these Terms of Sale or their formation) shall be governed by and construed in accordance
with English law. The parties irrevocably agree that the English courts will have exclusive jurisdiction in relation to these Terms of
Sale and the parties hereby submit to the jurisdiction of such courts.
IN
WITNESS WHEREOF these Terms of Sale have been duly executed as of 16 January 2024.
For
and on behalf of
Merrill
Lynch International
Citigroup
Global Markets Limited
Subesh
Williams |
|
|
|
Duly
authorised for and on behalf of |
|
/s/
Subesh Williams |
|
GSK
(No.1) Scottish Limited Partnership |
|
Authorised
signatory of GSK GP 1 Limited |
|
acting by its general partner, GSK GP 1 Limited |
|
|
|
GSK PLC SC 13D/A
Exhibit 18
EXECUTION
VERSION
DATED 16 January 2024
GLAXO
GROUP LIMITED
and
PFIZER
INC.
and
GSK
(NO.1) SCOTTISH LIMITED PARTNERSHIP
and
MERRILL
LYNCH INTERNATIONAL
and
CITIGROUP
GLOBAL MARKETS LIMITED
CONTENTS
THIS
DEED is made on 16 January 2024
BETWEEN
| 1. | PFIZER
INC., a corporation incorporated under the laws of Delaware
whose registered office is at 66 Hudson Boulevard East, New York, New York, 10001 (“Pfizer”); |
| 2. | GLAXO
GROUP LIMITED, a private limited company incorporated in
England and Wales with number 00305979, having its registered office at GSK Medicines Research
Centre, Gunnels Wood Road, Stevenage, SG1 2NY (“GSK”);
|
| 3. | GSK
(NO.1) SCOTTISH LIMITED PARTNERSHIP, a private fund limited
partnership registered in Scotland with registration number SL035527 and whose principal
place of business is at 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ (“SLP1”); |
| 4. | MERRILL
LYNCH INTERNATIONAL, a private unlimited company incorporated
in England and Wales with registered number 02312079, having its registered office at 2 King
Edward Street, London, EC1A 1HQ (“Bank of America”);
and |
| 5. | CITIGROUP
GLOBAL MARKETS LIMITED, a private limited company incorporated
in England and Wales with registered number 01763297, having its registered address at Citigroup
Centre, Canada Square, London E14 5LB (“Citi”), |
together
the “Parties”, and each a “Party”.
BACKGROUND
| (A) | GSK
and Pfizer each hold, through their respective Groups, approximately 7.42% and 32% of the
Haleon Ordinary Shares respectively. It is now intended that SLP1 sell up to 350 million
Haleon Ordinary Shares in a Potential Sale. Pfizer has confirmed to GSK that the Pfizer Group
does not intend to participate in the Potential Sale, such that SLP1 is entitled to proceed
with and complete the Potential Sale pursuant to and in accordance with the provisions of
the Orderly Marketing Agreement. |
| (B) | The
Parties have entered into this Deed for the purpose of restricting certain transactions in
certain securities in Haleon by GSK, Pfizer, SLP1 and the relevant members of their respective
Groups during the Lock-up Period, subject to the terms of this Deed and to any release of
such restrictions pursuant to and in accordance with the terms of this Deed. |
IT
IS AGREED as follows:
| 1. | Definitions
and Interpretation |
“Appointer” |
means
each Party that appoints an agent for the receipt of Service Documents pursuant to clause 14 (Agent for Service); |
“Block
Trade Agreement” |
means
a block trade agreement entered into or to be entered into between Bank of America, Citi and SLP1 on or around the date of this Deed; |
“Business
Day” |
means
a day (other than a Saturday or Sunday) on which banks generally are open in London for business; |
“Civil
Procedure Rules” |
means
the Civil Procedure Rules 1998, as amended; |
“Closing
Date” |
means
the closing date of the Potential Sale as agreed or to be agreed by Bank of America, Citi and SLP1 under the terms of the Block Trade
Agreement; |
“Companies
Act” |
means
the Companies Act 2006; |
“Employee
Share Trusts” |
means:
(A)
the GlaxoSmithKline Employee Trust;
(B)
the GlaxoSmithKline LLC Rabbi Trust;
(C)
the GSK 401(K) Plan Trust;
(D)
the Share Reward Plan trust (UK);
(E)
the Employees’ Share Participation Scheme trust (Republic of Ireland);
(F) the GlaxoSmithKline Employee Share Plan trust (Australia);
(G)
the GlaxoSmithKline Group Employees Shareholding Association (Japan); and
(H)
any other plans or arrangements similar to one or more of those referred to in (A) to (G) above (for the avoidance of doubt, excluding
any SLP or affiliate of any SLP);
|
“Governmental
Entity” |
means
any supra national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission
or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental
or quasi-governmental authority, including the European Union; |
“Group” |
means:
(A)
in relation to GSK and SLP1, the GSK Group; and
(B)
in relation to Pfizer, the Pfizer Group;
|
“GSK
Group” |
means
GSK and its subsidiaries and subsidiary undertakings, parent undertakings and any subsidiaries and subsidiary undertakings of such
parent undertakings from time to time, excluding the Employee Share Trusts (subject to clause 2.3) and including, for the
avoidance of doubt, the SLPs; |
“Haleon” |
means
Haleon plc, a public limited company incorporated in England with number 13691224, having its registered office at Building 5, First
Floor, The Heights, Weybridge, Surrey, KT13 0NY; |
“Haleon
Ordinary Shares” |
means
ordinary shares in the capital of Haleon having the rights set out in Haleon’s articles of association as amended from time
to time; |
“Law” |
means
any statute, law, rule, regulation, ordinance, code or rule of common law issued, administered or enforced by any Governmental Entity,
or any judicial or administrative interpretation thereof, including the rules of any stock exchange or listing authority; |
“Lock-up
Period” |
means
the period commencing on the Closing Date and ending on the date which is 60 days after the Closing Date; |
“Orderly
Marketing Agreement” |
means
the orderly marketing agreement entered into between GSK PLC, Pfizer and the SLPs on 1 June 2022, to which GSK was made party by
a deed of adherence dated 25 July 2022; |
“Pfizer
Group” |
means
Pfizer and its subsidiaries and subsidiary undertakings from time to time; |
“Potential
Sale” |
means
the sale of up to 350 million Haleon Ordinary Shares by SLP1 under the Block Trade Agreement; |
“Proceedings” |
means
any proceeding, suit or action arising out of or in connection with this Deed, or the negotiation, existence, validity or enforceability
of this Deed, whether contractual or non-contractual; |
“Service
Document” |
means
a claim form, application notice, order, judgment or other document relating to any Proceedings; |
“SLPs” |
means:
(A)
SLP1;
(B)
GSK (No.2) Scottish Limited Partnership, a private fund limited partnership registered in Scotland with registration number SL035526
and whose principal place of business is at 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ; and
(C)
GSK (No.3) Scottish Limited Partnership, a private fund limited partnership registered in Scotland with registration number SL035525
and whose principal place of business is at 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ,
and
“SLP” means any one of them;
|
“Takeover
Code” |
means
the City Code on Takeovers and Mergers of the United Kingdom; |
“Transaction
Documents” |
means
the Orderly Marketing Agreement and the Block Trade Agreement; and |
“Working
Hours” |
means
9.30 a.m. to 5.30 p.m. (local time) on a Business Day. |
| 1.2 | In
this Deed, unless otherwise specified or the context otherwise requires: |
| (A) | references
to clauses, sub-clauses and paragraphs are to clauses, sub-clauses and paragraphs of this
Deed; |
| (B) | any
reference to any statute or statutory provision or other regulation shall be construed as
a reference to the same as it may have been, or may from time to time be, amended, modified,
supplemented, replaced or re-enacted and shall include any subordinate legislation made from
time to time under that statute or statutory provision, except to the extent that any amendment
or modification made after the date of this Deed would increase or alter the liability of
any Party under this Deed; |
| (C) | references
to a “company” shall be construed so as to include any corporation or other body corporate, wherever and however incorporated
or established; |
| (D) | references
to a “person” shall be construed so as to include any individual, firm,
company, corporation or other body corporate, government, state or agency of a state, local
or municipal authority or government body or any joint venture, association or partnership
(whether or not having separate legal personality); |
| (E) | references
to a “holding company” or a “subsidiary” shall be construed
as a holding company or subsidiary (as the case may be) as defined in section 1159 of the
Companies Act; |
| (F) | references
to a “body corporate” shall be construed as a body corporate as defined
in section 1173 of the Companies Act; |
| (G) | the
expression “subsidiary undertaking” shall have the meaning given in section
1162 of the Companies Act; |
| (H) | references
to a “party” shall be construed so as to include a reference to that party’s
successors and permitted assigns; |
| (I) | any
reference to a “day” (including within the phrase “Business Day”)
shall mean a period of 24 hours running from midnight to midnight; |
| (J) | references
to times are to London time (unless otherwise stated); |
| (K) | the
singular shall include the plural and vice versa, and use of any gender includes the other
genders; |
| | |
| (L) | references to “writing” shall include any modes of reproducing words in a legible and non-transitory form; |
| | |
| (M) | references
to “including” or “includes” shall mean including or
includes without limitation; |
| (N) | a
reference to any other document referred to in this Deed is a reference to that other document
as amended, varied, novated or supplemented (other than in breach of the provisions of this
Deed or that other document) at any time; |
| (O) | a
reference to any English legal term for any action, remedy, method of judicial proceeding,
legal document, legal status, court, official or any legal concept or thing shall in respect
of any jurisdiction other than England be treated as a reference to any analogous term in
that jurisdiction; |
| (P) | the
rule known as the ejusdem generis rule shall not apply and accordingly: |
| (i) | general
words introduced by the word “other” shall not be given a restrictive meaning
by reason of the fact that they are preceded by words indicating a particular class of acts,
matters or things; and |
| (ii) | general
words shall not be given a restrictive meaning by reason of the fact that they are followed
by particular examples intended to be embraced by the general words; and |
| (Q) | all
headings and titles are inserted for convenience only and are to be ignored in the interpretation
of this Deed. |
| 2.1 | Each
of GSK, Pfizer and SLP1 undertakes to each of the other Parties that, during the Lock-up
Period, it will not, and will procure that the members of its Group will not, directly or
indirectly, offer, lend, mortgage, assign, charge, pledge, sell or contract to sell, sell
options in respect of, or otherwise dispose of, directly or indirectly, or announce an offering
of, any Haleon Ordinary Shares (or any interest, whether a legal or beneficial interest,
therein or in respect thereof) or any other securities exchangeable for or convertible into,
or substantially similar to, Haleon Ordinary Shares or enter into any transaction with the
same economic effect as, or agree to do, any of the foregoing, and save that the above restrictions
shall not prohibit any of GSK, Pfizer, SLP1 and/or each member of their respective Groups
from: |
| (A) | accepting a general offer for Haleon Ordinary Shares made in accordance with the Takeover Code or providing an irrevocable undertaking
to accept such an offer on a sale to an offeror which is named in a public announcement of a firm intention to make an offer; |
| | |
| (B) | transferring
or otherwise disposing of Haleon Ordinary Shares pursuant to any compromise or arrangement
under sections 895 to 899 of the Companies Act providing for the acquisition, by any person
or group of persons acting in concert, of fifty per cent. (50%) or more of the equity share
capital of Haleon; |
| | |
| (C) | transferring
or otherwise disposing of Haleon Ordinary Shares pursuant to any offer by Haleon to purchase
Haleon Ordinary Shares which is made on identical terms to all holders of Haleon Ordinary
Shares; |
| (D) | transferring
or otherwise disposing of Haleon Ordinary Shares in connection with a scheme of reconstruction
under section 110 of the Insolvency Act 1986; |
| (E) | transferring
or otherwise disposing of Haleon Ordinary Shares to any member of its Group, provided that
prior to any such transfer or disposal the transferee shall have entered into a deed of adherence
to be bound by the provisions of this Deed on the same terms prior to becoming the legal
and/or beneficial holder of the Haleon Ordinary Shares, and further provided that, if the
transferee ceases to be a member of its Group, it shall as soon as reasonably practicable
(and in any event within five (5) Business Days) transfer such Haleon Ordinary Shares back
to the transferor (or another member of the transferor’s Group, provided that such
further transferee shall also have entered into a deed of adherence to be bound by the provisions
of this Deed on the same terms prior to becoming the legal and/or beneficial holder of the
Haleon Ordinary Shares); |
| (F) | transferring
or otherwise disposing of any rights granted in respect of a rights issue or other pre-emptive
share offering by Haleon; or |
| (G) | transferring
or otherwise disposing of Haleon Ordinary Shares in accordance with any order made by a court of competent jurisdiction, competent regulatory
authority or as required by Law. |
| 2.2 | In
the event that, during the Lock-up Period and following the request of any member of the Pfizer Group or the GSK Group in connection
with a proposed action that would otherwise be prohibited by the restrictions set out in clause 2.1, each of Bank of America and
Citi agrees in writing that the restrictions set out in clause 2.1 should not apply in whole or in part (such agreement not to
be unreasonably withheld or delayed), then the restrictions set out in clause 2.1 shall not apply, provided that any such release
from the restrictions set out in clause 2.1 shall apply pro rata to Pfizer and the members of the Pfizer Group, on the one hand,
and GSK and the members of the GSK Group on the other hand, in accordance with their relative legal and/or beneficial ownership of Haleon
Ordinary Shares as of the date of such release, or in such other proportions as Pfizer and GSK may mutually agree in writing. For the
avoidance of doubt, any transfer or other disposition of Haleon Ordinary Shares that occurs: (i) during any release from the restrictions
set out in clause 2.1 pursuant to the operation of this clause 2.2; or (ii) after the Lock-up Period, shall be subject
to the terms of the Orderly Marketing Agreement. |
| 2.3 | For
the avoidance of doubt, (i) the applicable members of the GSK Group (and any nominees holding Haleon Ordinary Shares on their behalf)
and the Pfizer Group (and any nominees holding Haleon Ordinary Shares on their behalf) that hold Haleon Ordinary Shares shall retain
all of their rights as members of Haleon (except for the restrictions expressly set forth in clause 2.1 herein) during the Lock-up
Period, including the right to vote any Haleon Ordinary Shares that such holder is entitled to vote, and (ii) the restrictions set out
in clause 2.1 shall not prohibit any transfer or other disposition of Haleon Ordinary Shares by any of the Employee Share Trusts;
provided that if any member of the GSK Group transfers any Haleon Ordinary Shares to any Employee Share Trust or any person controlled
directly or indirectly by one or more Employee Share Trusts, then such Haleon Ordinary Shares, and sales of such Haleon Ordinary Shares,
will be subject to the restrictions set forth in this Deed in all respects to the same extent as all other Haleon Ordinary Shares held
by the GSK Group. |
| 3. | Duration
and Termination |
| 3.1 | This
Deed shall continue in force until: |
| (A) | in
the event that the Potential Sale does not close on or before 26 January 2024, 27 January
2024; and |
| (B) | in
the event that the Potential Sale closes on or before 26 January 2024, the date on which
the Lock-up Period expires, |
upon
which the provisions of this Deed shall automatically terminate.
| 3.2 | Any
termination of this Deed shall be without prejudice to any rights or obligations of the Parties
which may have accrued prior to the date on which this Deed terminated. |
| 3.3 | Clauses
1 and 4 to 14 (inclusive) shall survive the termination of this Deed without
limit in time (subject to any specific limits set forth in such clauses). |
Subject
to clause 8.3, the parties shall keep strictly confidential and shall not disclose to any third party the terms of this Deed or
any transactions contemplated by this Deed (“Confidential Information”), except as and to the extent required by Law,
in which case the Parties will, to the extent practicable, consult and cooperate with each other with respect to any disclosure, and
provided that nothing contained herein shall prevent any Party from disclosing such Confidential Information to any of its financial,
legal or other advisors or to any potential investor in any co-investment vehicle or any other institutional investor or underwriter
in connection with proposed sales of Haleon Ordinary Shares, as long as each person receiving such Confidential Information agrees to
treat such Confidential Information as confidential.
| 5.1 | No
delay or omission by any Party in exercising any right, power or remedy provided by Law or
under this Deed shall: |
| (A) | affect
that right, power or remedy; or |
| (B) | operate
as a waiver or variation of it. |
| 5.2 | The
single or partial exercise of any right, power or remedy provided by Law or under this Deed
shall not preclude any other or further exercise of it or the exercise of any other right,
power or remedy. |
| 5.3 | The
rights, powers and remedies provided in this Deed are cumulative, may be exercised as often
as the applicable Party considers appropriate and are not exclusive of any rights, powers
and remedies provided by Law. |
| 5.4 | Notwithstanding
any express remedies provided under this Deed and without prejudice to any other right or
remedy which any Party may have, each Party acknowledges and agrees that damages alone would
not be an adequate remedy for any breach by it of the provisions of this Deed, so that in
the event of a breach or anticipated breach of such provisions, the remedies of injunction,
an order for specific performance and/or other equitable remedies would be available. Furthermore,
each Party acknowledges and agrees that it will not raise any objection to the application
by or on behalf of any other Party or any member of any Party’s Group, as applicable,
for any such remedies. |
No
Party may assign, transfer or create any trust in respect of, or purport to assign, transfer or create any trust in respect of, any of
its rights or obligations under this Deed. Each Party is entering into this Deed for its benefit and not for the benefit of another person.
| 7.1 | A
notice under this Deed shall only be effective if it is in writing and in English. Notice
by email shall be permitted. |
| 7.2 | Notices
under this Deed shall be sent to a Party at its addresses for the attention of the individuals
set out below: |
Party
and titles of individuals |
Address |
E-mail
addresses |
GSK |
|
|
For
the attention of: Company Secretary of GSK |
The
registered office from time to time of GSK |
corpsec.gss@gsk.com |
With
a copy (not constituting notice) to: Claire Jackson |
Slaughter
and May, One Bunhill Row, London EC1Y 8YY |
claire.jackson@slaughterandmay.com |
Pfizer
|
For
the attention of: Andrew J. Muratore |
The
registered office from time to time of Pfizer |
|
With
a copy (not constituting notice) to: Jacob A. Kling |
Wachtell,
Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 |
JAKling@wlrk.com |
SLP1
|
|
|
For
the attention of: Company Secretary of GSK |
The
registered office from time to time of GSK |
corpsec.gss@gsk.com |
With
a copy (not constituting notice) to: Claire Jackson |
Slaughter
and May, One Bunhill Row, London EC1Y 8YY |
claire.jackson@slaughterandmay.com |
Bank
of America |
|
|
For
the attention of: EMEA Equity Capital Markets |
Merrill
Lynch International, 2 King Edward Street, London, EC1A 1HQ |
dg.ecm_emea_-_syndicate@bofa.com |
Citi
|
|
For
the attention of: Equity Syndicate Desk |
Citigroup
Global Markets Limited,
Citigroup Centre, Canada Square, London E14 5LB |
emeaecm.notices@citi.com |
provided
that a Party may change its notice details on giving notice to the other Parties of the change in accordance with this clause 7.2.
| 7.3 | Any
notice given under this Deed shall, in the absence of earlier receipt, be deemed to have
been duly given as follows: |
| (A) | if
delivered personally, on delivery; |
| (B) | if
sent by first class inland post, two Business Days after the date of posting; |
| (C) | if
sent by airmail, six (6) Business Days after the date of posting; and |
| (D) | if
sent by e-mail, upon generation of a receipt notice by the recipient’s email server. |
| 7.4 | Any
notice given under this Deed outside Working Hours in the place to which it is addressed
shall be deemed not to have been given until the start of the next period of Working Hours
in such place. |
| 7.5 | A
notice under or in connection with this Deed shall not be invalid by reason of any mistake
or typographical error or if the contents are incomplete, provided it should have been reasonably
clear to the recipient what the correct or missing particulars should have been. |
| 8.1 | No
formal public announcement or press release in connection with the execution or subject matter of this Deed or any ancillary matter will
be made or issued by or on behalf of any Party, without the prior written approval of the other Parties (such approval not to be unreasonably
withheld, conditioned or delayed), except as permitted by the Orderly Marketing Agreement. |
| 8.2 | Nothing
in clause 8.1 will prevent any announcement being made to the extent required by law,
any listing authority, any stock exchange, any governmental authority or any other competent
regulatory body, but the Party subject to the announcement requirement will promptly notify
the other Parties of the requirement and provide every reasonable opportunity for the other
Parties to comment on any announcement or release before it is made or issued (provided that
this will not have the effect of preventing the Party making the announcement or release
from complying with its legal and/or regulatory obligations). |
| 8.3 | For
the avoidance of doubt, nothing in this Deed shall prohibit any Party or any member of its respective Group from making any disclosure
or public statements regarding its intentions with respect to the Haleon Ordinary Shares that it holds. |
| 8.4 | The
restrictions contained in this clause 8 shall continue to apply to each Party without
limit in time unless otherwise agreed between the Parties. |
Except
as otherwise set out in this Deed, each Party shall pay its own costs and expenses incurred in relation to the negotiation, preparation,
execution and carrying into effect of this Deed. Each Party shall pay its own costs and expenses which arise and are incurred in the
period following the date of this Deed in relation to this Deed.
| 10.1 | Each
Party shall (at its own cost) and shall procure that the members of its Group shall (each
at their own cost) do and execute, or arrange for the doing and executing of, each necessary
act, document and thing reasonably within its power to implement this Deed. |
| 10.2 | GSK
and Pfizer shall procure that the members of their respective Groups shall comply with the terms of this Deed. |
| 11.1 | This
Deed, together with any Transaction Document entered into by any of the Parties and any other
agreement or document entered into by any of the Parties in connection with this Deed, together
constitute the whole and only agreement between the Parties relating to the subject matter
of this Deed, any Transaction Document entered into by each of the Parties and any other
agreement or document entered into by each of the Parties in connection with this Deed. |
| 11.2 | All
terms of the Transaction Documents entered into by each of the Parties shall remain unchanged
and in full force and effect and nothing herein shall amend, limit or otherwise modify the
Parties’ respective rights and obligations under such Transaction Documents, in each
case except as, and only to the extent, expressly modified by this Deed. |
| 11.3 | This
Deed may only be varied in writing signed by each of the Parties. If this Deed is varied: |
| (A) | the
variation shall not constitute a general waiver of any provisions of this Deed; |
| (B) | the
variation shall not affect any rights, obligations or liabilities under this Deed that have
already accrued up to the date of variation; and |
| (C) | the
rights and obligations of the Parties under this Deed shall remain in full force and effect,
except as, and only to the extent that, they are so varied. |
| 11.4 | Nothing
in this Deed and no action taken by the Parties under this Deed shall constitute a partnership,
association, joint venture or other co-operative entity between the Parties or any of them.
No Party has any authority or power to bind, to contract in the name of, or to create a liability
for any other Party in any way or for any purpose save as specifically set out in this Deed. |
| 11.5 | This
Deed may be executed in any number of counterparts, and by the Parties to it on separate
counterparts, but shall not be effective until each Party has executed at least one counterpart.
Each counterpart shall constitute an original of this Deed, but all the counterparts shall
together constitute but one and the same instrument. Delivery of a counterpart of this Deed
by e-mail attachment shall be an effective mode of delivery. |
11.6
If at any time any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction,
this shall not affect or impair:
| (A) | the
legality, validity or enforceability in that jurisdiction of any other (or the remainder of a) provision of this Deed; or |
| (B) | the
legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Deed. |
| 11.7 | Each
of the provisions in this Deed is severable. |
| 11.8 | If
and to the extent that any provision of this Deed: |
| (A) | is
held to be, or becomes, invalid or unenforceable under the Law of any jurisdiction; but |
| (B) | would
be valid, binding and enforceable if some part of the provision were deleted or amended, |
then
the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable. All other provisions of
this Deed shall remain in force.
| 12. | Contracts
(Rights of Third Parties) Act 1999 |
A
person who is not a Party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Deed but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
| 13. | Governing
Law and Jurisdiction |
| 13.1 | This
Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with
English law. Any matter, claim or dispute arising out of or in connection with this Deed, whether contractual or non-contractual,
is to be governed by and determined in accordance with English law. |
| 13.2 | The
courts of England are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, arising out of or
in connection with this Deed. Any Proceedings shall be brought only in the courts of England. |
| 13.3 | Each
Party waives (and agrees not to raise) any objection, on the ground of forum non conveniens or on any other ground, to the taking
of Proceedings in the courts of England. Each Party also agrees that a judgment against it in Proceedings brought in England shall be
conclusive and binding upon it and may be enforced in any other jurisdiction. |
| 13.4 | Each
Party irrevocably submits and agrees to submit to the jurisdiction of the courts of England. |
| 14.1 | Pfizer
irrevocably appoints Pfizer Limited, c/o UK Legal Department, Pfizer Ltd (IPC 3-1), Walton Oaks, Dorking Road, Tadworth, Surrey KT20
7NS and SLP1 irrevocably appoints GSK to be their respective agents for the receipt of Service Documents. The Appointers each agree that
any Service Documents may be effectively served on them in connection with Proceedings in England and Wales by service on their respective
agents effected in any manner permitted by the Civil Procedure Rules. |
| 14.2 | If
an agent appointed under clause 14.1 at any time ceases for any reason to act as such,
the Appointer whose agent has ceased to act as such shall promptly appoint a replacement
agent having an address for service in England or Wales and shall notify the other Parties
of the name and address of the replacement agent. |
| 14.3 | Where
an Appointer fails to appoint a replacement agent in accordance with clause 14.1 any
other Party shall be entitled to appoint a replacement agent to act on behalf of that Appointer
by giving notice in writing of the name and address of the replacement agent to all other
Parties (an “Appointment Notice”). Where multiple Parties each seek to appoint
a replacement agent pursuant to this clause 14.3 the Party that first gives a valid
Appointment Notice shall be deemed to have appointed the replacement agent specified in that
Appointment Notice and any Appointment Notices given by other Parties in respect of that
appointment shall be of no effect. |
| 14.4 | An
Appointer shall be entitled at any time, by notice in writing to the other Parties, to replace
an agent appointed in accordance with clause 14.3 with a replacement agent having
an address for service in England or Wales. The provisions of this clause 14 applying
to service on an agent apply equally to service on a replacement agent appointed under clauses
14.2, 14.3 or this clause 14.4. |
| 14.5 | A
copy of any Service Document served on an agent or replacement agent (as applicable) appointed in accordance with clauses 14.1
to 14.4 (inclusive) shall be sent by post to that agent’s Appointer. Failure or delay in so doing shall not prejudice the
effectiveness of service of the Service Document. |
This
document has been executed as a deed and delivered on the date stated at the beginning of this Deed.
EXECUTED
as a DEED by Subesh Williams as attorney for GLAXO GROUP LIMITED in the presence of: |
) |
|
) |
/s/ Subesh Williams |
) |
(Authorised signatory) |
|
) |
|
|
|
|
Witness’s signature: |
|
/s/ Barry Rose |
|
|
Name (print): |
|
Barry Rose |
|
|
Occupation: |
|
Corporate Development,
GSK |
|
|
Address: |
|
|
[Lock-up Deed – signature page]
EXECUTED as a DEED by PFIZER INC.
acting by Brian Byala who, in accordance with the laws of the territory in which PFIZER INC. is incorporated, is acting under the authority of PFIZER INC. |
)
)
) |
/s/ Brian Byala |
|
) |
(Authorised
signatory) |
|
) |
|
|
) |
|
|
) |
|
|
) |
|
|
|
|
|
|
|
[Lock-up Deed – signature page]
EXECUTED
as a DEED by Subesh Williams as attorney for GSK GP 1 LIMITED acting on behalf of GSK (NO.1) SCOTTISH LIMITED
PARTNERSHIP in the presence of: |
) |
|
) |
/s/ Subesh Williams |
) |
(Authorised
signatory) |
|
) |
|
|
|
|
Witness’s
signature: |
|
/s/
Barry Rose |
|
|
Name (print): |
|
Barry
Rose |
|
|
Occupation: |
|
Corporate
Development, GSK |
|
|
Address: |
|
|
[Lock-up Deed – signature page]
EXECUTED
as a DEED on behalf of MERRILL LYNCH INTERNATIONAL,
in the presence of: |
) |
/s/
Phil Drake |
) |
(Authorised
signatory) |
) |
Phil
Drake |
|
) |
Managing
Director |
|
) |
|
|
) |
|
|
|
|
Witness’s
signature: |
|
/s/
Tanmayi Joishy |
|
|
Name (print): |
|
Tanmayi
Joishy |
|
|
Occupation: |
|
ECM
Associate |
|
|
Address: |
|
2
King Edward Street, |
|
|
London, |
|
|
EC1A
1HQ |
[Lock-up Deed – signature page]
EXECUTED
as a DEED on behalf of CITIGROUP GLOBAL MARKETS LIMITED
in the presence of: |
) |
/s/
Robert Way |
) |
(Authorised
signatory) |
) |
|
|
) |
|
|
) |
|
|
) |
|
|
|
|
Witness’s
signature: |
|
/s/
Naveen Mittel |
|
|
Name (print): |
|
Naveen
Mittel |
|
|
Occupation: |
|
Managing
Director,
Head
of EMEA ECM Syndicate |
|
|
Address: |
|
Citigroup Centre,
33 Canada Square,
Canary Wharf, London, E14 5LB, United Kingdom |
[Lock-up Deed – signature page]
Grafico Azioni GSK (NYSE:GSK)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni GSK (NYSE:GSK)
Storico
Da Set 2023 a Set 2024