F-6 1 d356408df6.htm F-6 F-6

As filed with the U.S. Securities and Exchange Commission on June 1, 2022

Registration No. 333-________

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-6

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

 

 

Haleon plc

(Exact name of issuer of deposited securities as specified in its charter)

 

 

N/A

(Translation of issuer’s name into English)

England and Wales

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone: +1-800- 990-1135

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

GlaxoSmithKline Consumer Healthcare Holdings (US) LLC

184 Liberty Corner Road, Suite 200,

Warren NJ 07059, United States

Telephone: +1 908 293 4000

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800-990-1135

  

Scott R. Saks, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

Telephone: +1-212-318-3151

It is proposed that this filing become effective under Rule 466

       ☐    immediately upon filing

☐    on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  

Amount

to be Registered

  

Proposed

Maximum
Aggregate

Price Per Unit (1)

  

Proposed

Maximum

Aggregate

Offering Price (2)

  

Amount of

Registration Fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two (2) ordinary shares of Haleon plc.

  

1,250,000,000

American Depositary Shares

   $0.05   $62,500,000   $5,793.75

 

 

 

(1)

Each unit represents one American Depositary Share.

(2)

Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of the Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

 

Item Number and Caption

   

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

(1)   Name and address of Depositary

    Introductory paragraph and bottom of face of American Depositary Receipt

(2)   Title of American Depositary Receipts and identity of deposited securities Terms of Deposit:

    Face of American Depositary Receipt, top center

(i) Amount of deposited securities represented by one unit of American Depositary Shares

    Face of American Depositary Receipt, upper right corner

(ii)  Procedure for voting, if any, the deposited securities

    Paragraphs (6), (10) and (11)

(iii)  Collection and distribution of dividends

    Paragraphs (4), (5), (7), (9), (10), (12) and (19)

(iv) Transmission of notices, reports and proxy soliciting material

    Paragraphs (3), (8), (10) and (11)

(v)   Sale or exercise of rights

    Paragraphs (4), (5), (7) and (9)

(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization

    Paragraphs (3), (4), (5), (7), (9), (10), (12) and (19)

(vii) Amendment, extension or termination of the Deposit Agreement

    Paragraphs (14), (15) and (16)

(viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs

    Paragraph (3)

(ix) Restrictions upon the right to deposit or withdraw the underlying securities

    Paragraphs (1), (2), (4), (5) and (6)

(x)   Limitation upon the liability of the Depositary

    Paragraphs (13), (16) and (18)

(3)   Fees and Charges

    Paragraph (7)

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

   

Location in Form of American Depositary Receipt Filed Herewith as Prospectus

Haleon plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.    Paragraph (8)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

 

  (a)

Form of Deposit Agreement. Form of Deposit Agreement among Haleon plc, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder evidencing American Depositary Shares (“ADSs”) representing deposited securities (as from time to time amended, the “Deposit Agreement”), including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a).

 

  (b)

Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereby or the custody of the deposited securities represented thereby. Not Applicable.

 

  (c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

  (d)

Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

  (e)

Certification under Rule 466. Not applicable.

 

  (f)

Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

 

  (a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

  (b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement among Haleon plc, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of ADRs issued thereunder evidencing ADSs representing deposited securities, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on June 1, 2022.

 

Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing ADSs
By:   JPMORGAN CHASE BANK, N.A., as Depositary
 

By:

  

/s/ Timothy E. Green

    Name: Timothy E. Green
    Title:   Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Haleon plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on June 1, 2022.

 

HALEON PLC
By:  

/s/ Brian McNamara

  Name: Brian McNamara
  Title:   Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian McNamara, Tobias Hestler and Amanda Mellor, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, as amended, this Registration Statement on Form F-6 has been signed by the following persons on June 1, 2022, in the capacities indicated.

SIGNATURES

 

Signature

  

                                     

   

Title

                 

Sir Dave Lewis

      Director

/s/ Brian McNamara

Brian McNamara

     

Chief Executive Officer and Director

(principal executive officer)

/s/ Tobias Hestler

Tobias Hestler

     

Chief Financial Officer and Director

(principal financial and accounting officer)

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Haleon plc, has signed this Registration Statement on Form F-6 in Philadelphia, Pennsylvania on June 1, 2022.

 

Authorized U.S. Representative
By:  

/s/ Charles Atkinson

  Name:   Charles Atkinson
  Title:  

Vice President, Head of Corporate Legal

(designate)

INDEX TO EXHIBITS

 

Exhibit
Number

     
(a)    Form of Deposit Agreement among Haleon plc, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder evidencing American Depositary Shares (“ADSs”) representing deposited securities, including the Form of ADR attached as Exhibit A thereto.
(d)    Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.