8-A12B 1 d380533d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Haleon plc

(Exact Name of Registrant as Specified in its Charter)

 

 

 

England and Wales   Not Applicable
(State of incorporation or organization)   (IRS Employer Identification No.)

Building 5, First Floor, The Heights,

Weybridge, Surrey, KT13 0NY,

United Kingdom

(Address of Principal Executive Offices)

 

 

FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class
to be so Registered

  

Name of Each Exchange on Which
Each Class is to be Registered

3.024% Callable Fixed Rate Senior Notes Due 2024 (the “Callable Fixed Rate Notes”)    New York Stock Exchange LLC
Callable Floating Rate Senior Notes Due 2024 (the “Callable Floating Rate Notes”)    New York Stock Exchange LLC
3.125% Fixed Rate Senior Notes due 2025 (the “2025 Fixed Rate Notes”)    New York Stock Exchange LLC
3.375% Fixed Rate Senior Notes due 2027 (the “2027 Fixed Rate Notes”)    New York Stock Exchange LLC
3.375% Fixed Rate Senior Notes due 2029 (the “2029 Fixed Rate Notes”)    New York Stock Exchange LLC
3.625% Fixed Rate Senior Notes due 2032 (the “2032 Fixed Rate Notes”)    New York Stock Exchange LLC
4.000% Fixed Rate Senior Notes due 2052 (the “2052 Fixed Rate Notes”)    New York Stock Exchange LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

Securities Act registration statement file number to which this form relates:

333-267650

Securities to be registered pursuant to Section 12(g) of the Act:

None.

 

 

 

 


TABLE OF CO-REGISTRANTS*

 

Exact Name of

Registrant as Specified in

its Charter

  

State or Other

Jurisdiction of

Incorporation or

Organization

  

I.R.S. Employer

Identification

Number

  

Address, including Zip

Code of Registrant’s

Principal Executive Offices

GSK Consumer Healthcare Capital US LLC    Delaware    87-1460855   

184 Liberty Corner Road, Suite 200, Warren NJ 07059,

United States

GSK Consumer Healthcare Capital UK plc    England and Wales    Not Applicable    Building 5, First Floor, The Heights, Weybridge, Surrey, KT13 0NY, United Kingdom

 

 

*

GSK Consumer Healthcare Capital US LLC is the issuer of the Callable Fixed Rate Notes, the Callable Floating Rate Notes, the 2027 Fixed Rate Notes, the 2029 Fixed Rate Notes, the 2032 Fixed Rate Notes and the 2052 Fixed Rate Notes (collectively, the “US Issuer Notes”) being registered hereunder. GSK Consumer Healthcare Capital UK plc is the issuer of the 2025 Fixed Rate Notes (together with the US Issuer Notes, the “Notes”). The Notes are unconditionally guaranteed by Haleon plc.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The registrants have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-4 dated as of September 29, 2022 (File No. 333-267650), amended by a pre-effective amendment on October 24, 2022 (as amended, the “Registration Statement”), relating to the securities to be registered hereunder, which became effective on October 27, 2022.

Item 1. Description of Registrant’s Securities to be Registered.

The information set forth in the sections captioned “Summary of the Terms of the New Notes” and “Description of the New Notes and Guarantee” in the Registration Statement are each incorporated herein by reference.

Item 2. Exhibits.

 

Number

  

Description

4.1    Indenture dated as of March  24, 2022 among GlaxoSmithKline plc and the Registrants and Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent, transfer agent and calculation agent (incorporated by reference to Exhibit 4.17 to the Registration Statement on Form 20-F, filed with the SEC on June 1, 2022, File No. 001-41411).
4.2    Form of Callable Fixed Rate Global Note (incorporated by reference to Exhibit 4.3 to the Registration Statement).
4.3    Form of Callable Floating Rate Global Note (incorporated by reference to Exhibit 4.4 to the Registration Statement).
4.4    Form of 2025 Fixed Rate Global Note (incorporated by reference to Exhibit 4.5 to the Registration Statement).
4.5    Form of 2027 Fixed Rate Global Note (incorporated by reference to Exhibit 4.6 to the Registration Statement).
4.6    Form of 2029 Fixed Rate Global Note (incorporated by reference to Exhibit 4.7 to the Registration Statement).
4.7    Form of 2032 Fixed Rate Global Note (incorporated by reference to Exhibit 4.8 to the Registration Statement).
4.8    Form of 2052 Fixed Rate Global Note (incorporated by reference to Exhibit 4.9 to the Registration Statement).


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

 

Date: November 2, 2022              Haleon plc
    By:  

/s/ Amanda Mellor

   

Name:

Title:

 

Amanda Mellor

Company Secretary

Date: November 2, 2022     GSK Consumer Healthcare Capital US LLC
    By:  

/s/ Charles David Simpson

    Name:   Charles David Simpson
    Title:   Vice President
Date: November 2, 2022     GSK Consumer Healthcare Capital UK plc
    By:  

/s/ Michael Rowe

    Name:   Michael Rowe
    Title:   Director and Group Treasurer