SUMMARY

Deal: Demerger of the GSK Consumer Healthcare business to form Haleon plc

Verification: GSK plc’s Class 1 Circular; Haleon plc’s Prospectus

Insight: Atticus assisted Slaughter and May to undertake the verification process of key listing documents on a transformational and highly complex deal

THE CHALLENGE

The Corporate team at Slaughter and May (led by Partners David Johnson, Simon Nicholls and Claire Jackson) advised GSK plc on the demerger and listing of its Consumer Healthcare business to form Haleon plc. This involved the preparation and verification of a number of public documents, including a Class 1 Circular to GSK shareholders and the Haleon Prospectus for listing.

Haleon began trading on the London Stock Exchange on 18 July 2022, achieving a market cap of over £30 billion on admission and ranking in the top 20 FTSE 100 companies – making it the largest London listing in more than a decade.

The scale and public profile of the project and the number of public documents required meant that the verification was a substantial workstream. Earlier in the project, Slaughter and May had assisted with the verification of Haleon’s Capital Markets Day presentation in February 2022, and the preparation and verification of a Base Prospectus for the launch of Haleon’s EMTN Programme in March 2022 – both under intense time pressure. And, for these verification exercises, the “traditional” manual approach had been deployed. This involved lawyers manually circling up all of the material statements, tracking up to a dozen supporting sources for each material statement in a separate index table, and compiling these sources with reference to the lengthy public documents. The verification notes also had to be reviewed and commented on by various other stakeholders and external advisers, including sponsors’ counsel.