GSK Amends Haleon Stake Disclosure in SC 13D/A Filing

TL;DR

**GSK updated its Haleon ownership filing, signaling ongoing transparency.**

AI Summary

GSK plc filed an Amendment No. 4 to its Schedule 13D on January 19, 2024, regarding its ownership in Haleon plc. This filing updates previous disclosures about GSK's stake in Haleon, specifically concerning Haleon's Ordinary Shares with a nominal value of £0.01 per share. This matters to investors because it provides current information on a significant shareholder's position, which can influence market perception and potential future actions related to Haleon's stock.

Why It Matters

This filing provides updated transparency on GSK's ownership in Haleon, which can impact investor sentiment and strategic considerations for both companies.

Risk Assessment

Risk Level: low — This is a routine amendment to a disclosure filing, not indicating any immediate negative or positive financial event.

Analyst Insight

Investors should monitor future SC 13D/A filings from GSK regarding Haleon to track any significant changes in ownership, which could signal strategic shifts or further divestments.

Key Numbers

• 405552100 — CUSIP Number (identifies the Ordinary Shares of Haleon plc)
• Amendment No. 4 — Filing Amendment Number (indicates this is the fourth update to the original Schedule 13D)

Key Players & Entities

• GSK plc (company) — the filing person and reporting entity
• Haleon plc (company) — the subject company (issuer) whose shares are being reported
• Victoria A. Whyte (person) — person authorized to receive notices and communications for GSK plc
• £0.01 (dollar_amount) — nominal value per Ordinary Share of Haleon plc

Forward-Looking Statements

• GSK plc will continue to adjust its stake in Haleon plc over time. (GSK plc) — medium confidence, target: 2025-01-19

FAQ

Key Financial Figures

• $8.09 — dinary Shares, at an average price of US$8.09 per ADS in open-market transactions via
• $8.20 — dinary Shares, at an average price of US$8.20 per ADS in open-market transactions via
• $8.23 — dinary Shares, at an average price of US$8.23 per ADS in open-market transactions via

Filing Documents

• gsk-sc13da_011924.htm (SC 13D/A) — 63KB
• ex16-bta.htm (EX-16) — 136KB
• ex17-tos.htm (EX-17) — 14KB
• ex18-lockup.htm (EX-18) — 188KB
• 0001999371-24-000581.txt ( ) — 403KB

Security and Issuer

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.

Identity and background

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.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended by replacing the seventh paragraph

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.

of the Schedule 13D is hereby amended by replacing the eighth paragraph

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.

of the Schedule 13D is hereby amended by replacing the eleventh

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. CUSIP No. 405552100 13D Page 4 of 8 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 conn

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended by replacing it with the following

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 benefi

Material to Be Filed as Exhibits

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. CUSIP No. 405552100 13D Page 5 of 8 Exhibit Name 16 Secondary Block Trade Agreement dated January 16, 2024 between GSK (No. 1) Scottish Limited Partnership, Merrill Lynch International and Citigroup Global Markets Limited. 17 Terms of Sale dated January 16, 2024 between GSK (No. 1) Scottish Limited Partnership, Merrill Lynch International and Citigroup Global Markets Limited. 18 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. CUSIP No. 405552100 13D Page 6 of 8 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 GSK plc By: /s/ Victoria A. Whyte Name: Victoria A. Whyte Title: Authorized Signatory CUSIP No. 405552100 13D Page 7 of 8 Schedule 1 Name 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 Middlese

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