424B3 1 tm2314426d2_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-266358

 

PROSPECTUS SUPPLEMENT NO. 2

(to the prospectus dated March 23, 2023)

 

Haleon plc

 

3,559,371,012 Ordinary Shares

 

295,506,362 American Depositary Shares, representing 591,012,724 Ordinary Shares

 

 

This prospectus supplement (this “prospectus supplement”) supplements the prospectus dated March 23, 2023 (as supplemented to date, the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-266358). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 6-K, filed with the Securities and Exchange Commission on April 20, 2023 (the “Form 6-K”), as attached to this prospectus supplement.

 

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders identified in the Prospectus (collectively, the “selling securityholders”) of up to (i) 3,559,371,012 ordinary shares, nominal value £0.01 per share (“Ordinary Shares”) and (ii) 295,506,362 American Depositary Shares (“ADSs”), representing 591,012,724 Ordinary Shares, which were issued to the selling securityholders in connection with the Separation (as defined in the Prospectus). The Prospectus and this prospectus supplement also cover any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.

 

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Any statement in the Prospectus that is modified or superseded hereby is not deemed to constitute a part of the Prospectus, except as modified or superseded by this prospectus supplement. Except to the extent that the information in this prospectus supplement modifies or supersedes the information contained in the Prospectus, this prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

The Ordinary Shares are admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority (“FCA”) and traded on the main market for listed securities of the London Stock Exchange plc (“LSE”) under the symbol “HLN”. The ADSs are listed on the New York Stock Exchange (“NYSE”) under the symbol “HLN”. On May 2, 2023 the closing sale price as reported on the LSE of the Ordinary Shares was £3.53 per share and the closing sale price as reported on the NYSE of the ADSs was $8.87 per ADS.

 

We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements carefully before you make your investment decision.

 

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in “Risk Factors” beginning on page 5 of the Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is May 3, 2023

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2023

 

Commission File Number: 001-41411

 

Haleon plc
(Translation of registrant’s name into English)

 

England and Wales
(Jurisdiction of Incorporation )

 

Building 5, First Floor, The Heights,

Weybridge, Surrey, KT13 0NY
(Address of principal executive offices )

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F     Form 40-F    

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

 

INCORPORATION BY REFERENCE

 

This report on Form 6-K shall be deemed to be incorporated by reference in the registration statement on Form S-8 (No. 333-267647) of Haleon plc and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

EXHIBIT INDEX

 

Exhibit

Number

 

Description

   
99.1 2023 Q1 Trading Statement

 

 

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  HALEON PLC
  (Registrant)
   
Dated: May 3, 2023 By:      /s/ Amanda Mellor                   
    Name: Amanda Mellor
    Title:   Company Secretary

 

 

 

 

Exhibit 99.1

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

 

2023 Q1 Trading Statement1

Three months ended 31 March 2023

 

 

Strong start to the year demonstrating continued strength of portfolio

·Q1 reported revenue +13.7%, +9.9% organic with price +7.1% and positive volume/mix +2.8%
·Strong start to the year with growth across all categories except VMS which declined largely due to the strong comparative for Emergen-C in the US
·Performance was strong across geographies, with EMEA and LatAm and APAC growing double digit and mid-single digit growth in North America
·Positive volume mix across all regions despite annualising the impact of the prior year ERP systems cutover and distribution business model change2

 

Increased operating profit driven by positive operational leverage

·Q1 Reported operating profit +34.5% to £627m reflecting a large reduction in separation and admission costs
·Q1 Adjusted operating profit2 +9.5% to £691m, up 3.3% constant currency, largely reflecting positive operational leverage which was partly offset by higher standalone costs and adverse transactional foreign exchange. As a result, Q1 operating profit margin was 21.0%, up 330bps and Adjusted operating profit margin was 23.1%, down 90 bps (140 bps constant currency).

 

Confident of FY 2023 guidance as shared with AGM Trading Update3

 

Reported results   Adjusted results
Period ended 31 March (unaudited)  2023 vs 2022    2023 vs 2022
Three months revenue £2,986m 13.7% Three months organic revenue growth4   9.9%
             

 

Outlook

 

As shared in the AGM Trading Update (20 April 2023), FY 2023 organic revenue growth is expected to be towards the upper end of the 4-6% range, provided with the FY 2022 results.

All other guidance provided in the FY 2022 results (2 March 2023) remains unchanged3.

 

Please note that we are unable to present reconciliations of forward-looking information for adjusted operating profit, adjusted operating profit margin, organic revenue growth and metrics presented at constant currency because we are unable to forecast accurately certain adjusting items required to present a meaningful comparable IFRS forward-looking financial measure.

 

 

1. All numbers within the release are unaudited and are organic unless referenced otherwise. The commentary in this announcement contains forward looking statements and should be read in conjunction with the cautionary note on page 7

2. Which increased Q1 2022 sales by c.£50m

3. Assuming spot rates as at 21 April 2023 are sustained

4. Organic revenue growth, Adjusted operating profit, Adjusted operating profit margin are non-IFRS measures; definitions and calculations of non-IFRS measures can be found on pages 7-11

 

 

 

 

 

 

 

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

 

Presentation for analysts and shareholders:

 

A short presentation followed by Q&A will be hosted by Tobias Hestler, Chief Financial Officer and Sonya Ghobrial, Head of Investor Relations at 9:30am BST (10:30am CET) on 3rd May 2023, which can be accessed at www.haleon.com/investors.

 

For analysts and shareholders wishing to ask questions on the Q&A call, please use the dial-in details below which will have a Q&A facility:

 

UK: +44 808 189 0158
US: +1 855 979 6654
All other: +44 20 3936 2999
Passcode: 288534

 

An archived webcast of the Q&A call will be available later on the day of the results and can be accessed at www.haleon.com/en/investors/

 

Financial reporting calendar

HY 2023 Results 2 August 2023
Q3 2023 Trading Statement 1 November 2023

 

Enquiries

Investors Media
Sonya Ghobrial    +44 7392 784784 Zoe Bird +44 7736 746167
Rakesh Patel       +44 7552 484646 Nidaa Lone +44 7841 400607
Emma White +44 7823 523562    
Email: investor-relations@haleon.com Email: corporate.media@haleon.com

 

 

About Haleon plc

 

Haleon (LSE / NYSE: HLN) is a global leader in consumer health, with a purpose to deliver better everyday health with humanity. Haleon’s product portfolio spans five major categories - Oral Health, Pain Relief, Respiratory Health, Digestive Health and Other, and Vitamins, Minerals and Supplements (VMS). Its long-standing brands - such as Advil, Sensodyne, Panadol, Voltaren, Theraflu, Otrivin, Polident, parodontax and Centrum - are built on trusted science, innovation and deep human understanding.

 

 

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

 

Operational review

 

Revenue by product category for the three months ended 31 March 2022 and 2023:

 

  Revenue (£m)   Revenue change (%)  
  2023 2022   Reported Organic1  
Oral Health 811 741   9.4% 6.6%  
VMS 405 405   0% (3.7)%  
Pain Relief 724 635   14.0% 11.0%  
Respiratory Health 510 367   39.0% 33.0%  
Digestive Health and Other 536 479    11.9% 7.3%  
Group revenue 2,986 2,627   13.7% 9.9%  

 

 

 

1. Definitions and calculations of non-IFRS measures can be found on pages 7-11.

 

 

Key category performance was as follows:

 

 

Oral Health

 

Revenue was £811m (2022: £741m), a growth of +9.4% on a reported basis (including effect of exchange rates of +2.8%) and +6.6% on an organic basis, with all 3 Power Brands delivering good growth. Sensodyne was strong in North America and Middle East & Africa, parodontax benefited from particularly strong growth in the Middle East & Africa, and Denture Care was helped by recovery in EMEA and LatAm.

 

 

VMS

 

Revenue was £405m (2022: £405m), flat on a reported basis (including effect of exchange rates of +3.4%, and the effect of acquisitions of +0.3%) and declined 3.7% on an organic basis, largely driven by a decline in Emergen-C in North America, with Q1 last year particularly strong given the COVID-19 Omicron wave. Centrum up high-single digit due to strength in Asia Pacific, especially in China, South East Asia and Taiwan and across EMEA. Caltrate was up high-single digit with good growth in China.

 

 

Pain Relief

 

Revenue was £724m (2022: £635m), a growth of +14.0% on a reported basis (including effect of exchange rates of +3.0%, and the effect of both acquisitions of +0.5% and disposals of -0.5%) and +11.0% on an organic basis. Growth driven by very strong performance in Asia Pacific given Fenbid growth in China following the end of lockdowns in Q4 2022. Advil and Voltaren were both up high-single digit, with Advil benefiting from strong results in Canada, and Voltaren strength in Central and Eastern Europe, China and the US. Panadol up low-single digit lapping a very strong comparative in Q1 2022.

 

 

Respiratory Health

 

Revenue was £510m (2022: £367m), a growth of +39.0% on a reported basis (including effect of exchange rates of +6.0%) and +33.0% on an organic basis. Performance was as a result of a continued strong cold and flu season, and some re-stocking in EMEA and LatAm, and North America given particularly low inventory levels at the end of last year.

Theraflu and Otrivin both saw revenue up double digit. Contac more than doubled driven by growth in China following the end of lockdowns in Q4 2022.

 

 

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

 

Digestive Health and Other

 

Revenue was £536m (2022: £479m), a growth of +11.9% on a reported basis (including effect of exchange rates of +4.8%, and the effect of disposals of -0.2%) and +7.3% on an organic basis. Drivers of performance included Digestive Health up mid-single digit driven by good growth in Tums and Benefiber. Smokers health revenue increased low-single digit and Skin Health brands increased double digit driven by growth of Bactroban in Asia Pacific and Fenistil in EMEA and LatAm.

 

 

Geographical segment performance

 

Revenue by geographical segment for the three months ended 31 March:

 

  Revenue (£m)   Revenue change (%)
  2023 2022   Reported Organic1   Price1 Vol/Mix1
North America 1,072 940   14.0% 5.1%   3.6% 1.5%
EMEA and LatAm 1,198 1,057   13.3% 13.1%   12.6% 0.5%
APAC 716 630   13.7% 11.7%   3.4%   8.3%
Group 2,986 2,627   13.7% 9.9%   7.1% 2.8%

 

 

1.Price and Volume/Mix are components of Organic Revenue Growth. Definitions and calculations of non-IFRS measures can be found on pages 7-11.

 

 

North America

 

·Revenue was £1,072m (2022: £940m), a growth of +14.0% on a reported basis (including effect of exchange rates of +8.9%) and +5.1% on an organic basis, with 3.6% price and 1.5% volume/mix. Growth on each basis was driven by the following factors.
·Respiratory Health revenue increased double digit given sustained incidence of cold and flu and some restocking given low stock levels at the end of last year. Robitussin grew double digit, benefitting from restocking. Flonase grew double digit due to higher advance sales ahead of allergy season. Pain Relief increased high-single digit, mainly driven by Advil through good growth in Canada and innovation in the US, and Voltaren grew double digit. In Oral Health which was up low single digit, Sensodyne and parodontax both increased double digit offsetting a decline in Denture Care. Digestive Health and Other which was up low single digit with growth in Digestive Health such as Tums offsetting weakness in Smokers Health and Skin Health. VMS declined double digit largely due to a strong decline in Emergen-C. Centrum declined low single digit.

 

Europe, Middle East & Africa (EMEA) and Latin America (LatAm)

 

·Revenue was £1,198m (2022: £1,057m), a growth of +13.3% on a reported basis (including effect of exchange rates of +0.6% and effect of disposals of -0.4%) and +13.1% on an organic basis, with 12.6% price and 0.5% volume/mix. This region was most impacted by the systems cutover which increased revenue in Q1 2022 by 4%.
·There was a c.2% benefit to Q1 2023 revenue from pricing in high inflationary countries (Turkey and Argentina), which impacted the overall group by c.1%.
·Respiratory, Oral Health and Digestive Health all grew double digit. Respiratory Health benefited from a continued strong cold and flu season and some restocking given low stock levels at the end of last year.

 

 

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

 

 In Oral Health, Sensodyne was up high-single digit, with double digit growth in parodontax and Denture Care. In Digestive Health and Other there was double digit growth in all categories. Pain Relief grew high-single digit mainly due to double digit growth in Panadol and low-single digit growth in Voltaren. VMS revenues declined mid-single digit, with Centrum up high-single digit offset by a decline across some Local Brands.

·Geographically, Middle East & Africa, Central and Eastern Europe and Southern Europe saw strong double digit revenue growth. Latin America and Northern Europe were up high-single digit, and Germany up mid-single digit.

 

 

Asia-Pacific

 

·Revenue was £716m (2022: £630m), a growth of +13.7% on a reported basis (including effect of exchange rates of +1.4% and effect of acquisitions of +0.7% and MSAs of -0.1%) and +11.7% on an organic basis, with 3.4% price and 8.3% volume/mix. Growth on each basis was driven by the following factors.
·Double digit growth in Respiratory and Pain Relief driven mainly by Fenbid and Contac, which both more than doubled revenue due to China easing COVID-19 lockdown restrictions. High-single digit growth in VMS was the result of double digit growth in Centrum and high-single digit growth by Caltrate.  Digestive Health and Other up mid-single digit driven by double digit growth in Bactroban in Skin Health and Digestive Health up mid-single digit, which offset weakness in Smokers Health. Oral Health was up low-single digit with high-single digit growth in Denture Care and double-digit growth in parodontax. Sensodyne was up low-single digit.
·Geographically, China grew double digit post the easing of COVID 19 related restrictions. Australia declined high-single digit given tough comparatives due to COVID 19 related demand in Q1 2022.

 

 

Operating profit and margin

 

Operating profit increased by 34.5% to £627m (Q1 2022: £466m), and operating profit margin increased by 330bps to 21.0% (Q1 2022: 17.7%). Adjusted operating profit increased by 9.5% at actual exchange rates to £691m (Q1 2022: £631m) and increased by 3.3% at constant currency. Good operational leverage, particularly through price, as well as efficiencies was partly offset by additional standalone costs and adverse transactional FX. Standalone costs increased through 2022, with a more limited amount incurred in Q1 2022, as well as in H1 2022, as the Company was a division of GSK until the demerger in July 2022. Translational FX was positive, and more than offset the negative impact of transactional FX.

 

As a result of the above, Adjusted operating profit margin of 23.1% declined by 90bps at actual exchange rates and declined by 140bps at constant currency.

 

Across the regions, at constant currency, North America Adjusted operating profit margin declined mainly due to cost inflation and incremental standalone costs which were only partly offset by operational leverage. EMEA and LatAm, and Asia-Pacific Adjusted operating profit margin increased as a result of operational leverage, mainly price, which more than offset the impact of cost inflation and incremental standalone costs in these regions.

 

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

  

CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE THREE MONTHS ENDED 31 MARCH (unaudited)

       
    2023 2022
    £m £m
       
Revenue    2,986  2,627
Cost of sales    (1,146)  (1,014)
Gross profit    1,840  1,613
       
Selling, general and administration    (1,135)  (1,086)
Research and development    (75)  (64)
Other operating (expense)/income    (3)  3
Operating profit   627  466
       
Finance income    10  7
Finance expense    (95)  (8)
Net finance costs    (85)  (1)
       
Profit before tax   542  465
       
Income tax    (127)  (108)
       
Profit after tax for the period   415  357
       
Profit attributable to shareholders of the Group    389  343
Profit attributable non-controlling interests    26  14
       
Basic earnings per share (pence)1    4.2  3.7
Diluted earnings per share (pence)1    4.2  3.7
1.
1.Earnings per share calculation for the period ended 31 March 2022 has been adjusted retrospectively as required by IAS 33 ‘Earnings per share’ due to the increase in the number of ordinary shares outstanding as a result of the demerger activities that took place in July 2022. Diluted earnings per share for the period ended 31 March 2023 has been calculated after adjusting the weighted average number of shares used in the basic calculation to assume the conversion of all potential dilutive shares.

 

 

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

  

Appendix

Cautionary note regarding forward-looking statements

 

This document contains certain statements that are, or may be deemed to be, "forward-looking statements“ (including for purposes of the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements give Haleon’s current expectations and projections about future events, including strategic initiatives and future financial condition and performance, and so Haleon’s actual results may differ materially from what is expressed or implied by such forward-looking statements. Forward-looking statements sometimes use words such as "expects“, "anticipates“, "believes“, "targets“, "plans" "intends“, “aims”, "projects“, "indicates", "may", “might”, "will", "should“, “potential”, “could” and words of similar meaning (or the negative thereof). All statements, other than statements of historical facts, included in this presentation are forward-looking statements. Such forward-looking statements include, but are not limited to, statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, dividend payments and financial results.

 

Any forward-looking statements made by or on behalf of Haleon speak only as of the date they are made and are based upon the knowledge and information available to Haleon on the date of this document. These forward-looking statements and views may be based on a number of assumptions and, by their nature, involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future and/or are beyond Haleon’s control or precise estimate. Such risks, uncertainties and other factors that could cause Haleon’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, but are not limited to, those discussed under “Risk Factors” on pages 202 to 210 in Haleon’s Annual Report and Form 20-F 2022. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements.

 

Subject to our obligations under English and U.S. law in relation to disclosure and ongoing information (including under the Market Abuse Regulations, the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority ("FCA")), we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should, however, consult any additional disclosures that Haleon may make in any documents which it publishes and/or files with the SEC and take note of these disclosures, wherever you are located.

 

No statement in this document is or is intended to be a profit forecast or profit estimate.

 

 

Use of non-IFRS measures (unaudited)

 

We use certain alternative performance measures to make financial, operating, and planning decisions and to evaluate and report performance. We believe these measures provide useful information to investors and as such, where clearly identified, we have included certain alternative performance measures in this document to allow investors to better analyse our business performance and allow greater comparability. To do so, we have excluded items affecting the comparability of period-over-period financial performance. Adjusted Results and other non-IFRS measures may be considered in addition to, but not as a substitute for or superior to, information presented in accordance with IFRS.

 

 

Constant currency (unaudited)

 

The Group’s reporting currency is Pounds Sterling, but the Group’s significant international operations give rise to fluctuations in foreign exchange rates. To neutralise foreign exchange impact and to better illustrate the change in results from one period to the next, the Group discusses its results both on an “as reported basis” or using actual exchange rates (AER) (local currency results translated into Pounds Sterling at the prevailing foreign exchange rate) and using constant currency exchange rates (CER). To calculate results

 

 

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

 

on a constant currency basis, the Group restates current year comparatives translating the income statements of consolidated entities from their non-Sterling functional currencies to Pounds Sterling using prior year exchange rates. The currencies which most influence the constant currency results of the Group and their average actual exchange rates are shown in the below table.

 

    Three months ended 31 March
    2023   2022
Average rates:        
USD/£    1.22    1.34
Euro/£    1.14    1.19
CNY/£    8.38    8.46
Swiss Franc/£    1.13    1.23

 

Adjusted results (unaudited)

 

Adjusted results comprise Adjusted cost of sales, Adjusted gross profit, Adjusted gross profit margin, Adjusted selling, general and administration (SG&A), Adjusted research and development (R&D), Adjusted other operating income/(expense), Adjusted operating expenses, Adjusted operating profit, Adjusted operating profit margin, Adjusted net finance costs, Adjusted profit before tax, Adjusted income tax, Adjusted effective tax rate, Adjusted profit after tax, Adjusted profit attributable to shareholders, Adjusted diluted earnings per share. Adjusted results exclude net amortisation and impairment of intangible assets, restructuring costs, transaction-related costs, separation and admission costs, and disposals and others, in each case net of the impact of taxes (where applicable) (collectively the Adjusting items).

 

Management believes that Adjusted Results, when considered together with the Group’s operating results as reported under IFRS, provide investors, analysts and other stakeholders with helpful complementary information to understand the financial performance and position of the Group from period to period and allow the Group’s performance to be more easily comparable.

 

 

Adjusting items

 

Adjusted Results exclude the following items (net of the impact of taxes, where applicable):

 

Net amortisation and impairment of intangible assets

 

Net impairment of intangibles, impairment of goodwill and amortisation of acquired intangibles excluding computer software. These adjustments are made to reflect the performance of the business excluding the effect of acquisitions.

 

 

Restructuring costs

 

From time to time, the Group may undertake business restructuring programmes that are structural in nature and significant in scale. The cost associated with such programmes includes severance and other personnel costs, professional fees, impairments of assets, and other related items.

 

 

Transaction related costs

 

Transaction related accounting or other adjustments related to significant acquisitions including deal costs and other pre-acquisition costs when there is certainty that an acquisition will complete. It also includes costs of registering and issuing debt and equity securities and the effect of inventory revaluations on acquisitions.

Separation and Admission costs

 

Costs incurred in relation to and in connection with Separation, UK Admission and registration of the Company’s Ordinary Shares represented by the Company’s American Depositary Shares (ADSs) under the

 

 

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

  

US Exchange Act of 1934 and listing of ADSs on the NYSE (the US Listing). These costs are not directly attributable to the sale of the Group’s products and specifically relate to the foregoing activities, affecting comparability of the Group’s financial results in historical and future reporting periods.

 

Disposals and others

 

Includes gains and losses on disposals of assets, businesses and tax indemnities related to business combinations, legal settlement and judgements, impact of changes in tax rates and tax laws on deferred tax assets and liabilities, retained or uninsured losses related to acts of terrorism, significant product recalls, natural disasters and other items. These gains and losses are not directly attributable to the sale of the Group’s products and vary from period to period, which affects comparability of the Group’s financial results. From period to period, the Group will also need to apply judgement if items of unique nature arise that are not specifically listed above.

 

The following tables set out a reconciliation between IFRS and Adjusted Results for the period ended 31 March 2023 and 31 March 2022:

 

        Net                     
        Amortisation                     
        and                     
        Impairment of        Transaction    Separation    Disposals    
    IFRS    Intangible   Restructuring   Related    and Admission   and   Adjusted 
£m   Results   Assets1   Costs2   Costs3   Costs4   others5   Results
2023                            
Revenue    2,986    —    —    —    —    —    2,986
Operating profit    627    11    10    3    32    8    691
Operating profit margin %   21.0%                       23.1%
                             
2022                            
Revenue    2,627    —    —    —    —    —    2,627
Operating profit    466    28    13    —    127    (3)    631
Operating profit margin %   17.7%                       24.0%
                             

 

 

  

1.Net amortisation and impairment of intangible assets: includes impairment of intangible assets £nil (2022: £18m), and amortisation of intangible assets excluding computer software £11m (2022: £10m).
2.Restructuring costs: includes amounts related to business transformation activities.
3.Transaction costs: includes amounts related to acquisition of a manufacturing site.
4.Separation and admission costs: includes amounts incurred in relation to and in connection with the separation £32m (2022: £113m) and listing £nil (2022: £14m) of the Group as a standalone business.
5.Disposals and others: includes net loss/(gains) on disposals of assets and businesses totalling £8m (2022: (£3)m).

  

 

 

  

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

  

Organic revenue growth (unaudited)

 

Organic revenue growth represents the change in organic revenue at CER from one accounting period to the next.

 

Organic revenue represents revenue, as determined under IFRS but excluding the impact of acquisitions, divestments and closures of brands or businesses, revenue attributable to manufacturing service agreements (MSAs) relating to divestments and the closure of sites or brands, and the impact of currency exchange movements.

 

Revenue attributable to MSAs relating to divestments and production site or brand closures has been removed from organic revenue because these agreements are transitional and, with respect to production site closures, include a ramp-down period in which revenue attributable to MSAs gradually reduces several months before the production site closes. This revenue reduces the comparability of prior and current year revenue and is therefore adjusted for in the calculation of organic revenue growth.

 

Organic revenue is calculated period-to-period as follows, with prior year exchange rates to restate current year comparatives:

 

Current year organic revenue excludes revenue from brands or businesses acquired in the current accounting period.

 

Current year organic revenue excludes revenue attributable to brands or businesses acquired in the prior year from 1 January of the comparative period to the date of completion of the acquisition.

 

Prior year organic revenue excludes revenue in respect of brands or businesses divested or closed in the current accounting period from 12 months prior to the completion of the disposal or closure until the end of the prior accounting period.

 

Prior year organic revenue excludes revenue in respect of brands or businesses divested or closed in the previous accounting period in full.

 

Prior year and current year organic revenue excludes revenue attributable to MSAs relating to divestments and production site closures taking place in either the current or prior year, each an Organic Adjustment.

 

To calculate organic revenue growth for the period, organic revenue for the prior year is subtracted from organic revenue in the current year and divided by organic revenue in the prior year.

 

The Group believes that discussing organic revenue growth contributes to the understanding of the Group’s performance and trends because it allows for a period-on-period comparison of revenue in a meaningful and consistent manner.

 

Organic revenue growth by individual geographical segment is further discussed by price and volume/mix changes, which are defined as follows:

 

Price: Defined as the variation in revenue attributable to changes in prices during the period. Price excludes the impact to organic revenue growth due to (i) the volume of products sold during the period and (ii) the composition of products sold during the period. Price is calculated as current year net price minus prior year net price multiplied by current year volume. Net price is the sales price, after deduction of any trade, cash or volume discounts that can be reliably estimated at point of sale. Value added tax and other sales taxes are excluded from the net price.

 

Volume/Mix: Defined as the variation in revenue attributable to changes in volumes and composition of products in the period.

 

The following tables reconcile reported revenue growth for the period ended 31 March 2023 and 31 March

  

 

 

 

Q1 2023 Trading Statement

Three months ended 31 March 2023

 

 

  

2022 to organic revenue growth for the same period by geographical segment and by product category.

 

    Geographical Segments
    North    EMEA and        
Q1 2023 vs 2022 (%)   America    LatAm   APAC   Total
Revenue growth      14.0    13.3    13.7    13.7
Organic adjustments of which:    —    0.4    (0.6)    —
Effect of Acquisitions    —    —    (0.7)    (0.2)
Effect of Disposals    —    0.4    —    0.2
Effect of MSAs    —    —    0.1    —
Effect of Exchange Rates    (8.9)    (0.6)    (1.4)    (3.8)
Organic revenue growth    5.1    13.1    11.7    9.9
Price    3.6    12.6    3.4    7.1
Volume/Mix    1.5    0.5    8.3    2.8

 

    Geographical Segments
    North    EMEA and        
Q1 2022 vs 2021 (%)   America    LatAm   APAC   Total
Revenue growth      20.1    8.0    15.8    13.9
Organic adjustments of which:    0.8    2.0    0.2    1.2
Effect of Acquisitions    —    —    —    —
Effect of Disposals    0.5    1.1    —    0.6
Effect of MSAs    0.3    0.9    0.2    0.6
Effect of Exchange Rates    (3.6)    4.5    (0.8)    0.5
Organic revenue growth    17.3    14.5    15.2    15.6
Price    2.0    0.7    4.2    2.6
Volume/Mix    15.3    13.8    11.0    13.0

 

    Product Categories
                    Digestive     
    Oral        Pain    Respiratory    Health and     
Q1 2023 vs 2022 (%)   Health   VMS   Relief   Health   Others   Total
Revenue growth      9.4    —    14.0    39.0    11.9    13.7
Organic adjustments of which:    —    (0.3)    —    —    0.2    —
Effect of Acquisitions    —    (0.3)    (0.5)    —    —    (0.2)
Effect of Disposals    —    —    0.5    —    0.2    0.2
Effect of MSAs    —    —    —    —    —    —
Effect of Exchange Rates    (2.8)    (3.4)    (3.0)    (6.0)    (4.8)    (3.8)
Organic revenue growth    6.6    (3.7)    11.0    33.0    7.3    9.9

 

    Product Categories
                    Digestive     
    Oral        Pain    Respiratory    Health and     
Q1 2022 vs 2021 (%)   Health   VMS   Relief   Health   Others   Total
Revenue growth      5.7    16.4    18.0    51.0    0.6    13.9
Organic adjustments of which:    —    0.1    0.3    —    4.8    1.2
Effect of Acquisitions    —    —    —    —    —    —
Effect of Disposals    —    —    0.3    —    2.5    0.6
Effect of MSAs    —    0.1    —    —    2.3    0.6
Effect of Exchange Rates    2.2    (1.6)    0.6    1.9    (1.1)    0.5
Organic revenue growth    7.9    14.9    18.9    52.9    4.3    15.6