a8492h
UNITED STATES
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 March
2024
Commission File Number: 001-41411
Haleon plc
(Translation
of registrant’s name into English)
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:
EXHIBIT INDEX
Exhibit Number
|
Description
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99.1
|
21
March 2024 - “Closing of Secondary Global Offering by
Pfizer”
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99.1
Haleon plc: purchase
of approximately £315m in shares from Pfizer alongside closing
of Secondary Global Offering by Pfizer in
Haleon
21 March 2024: Haleon
plc ("Haleon") has today announced that it has repurchased
102,272,727 ordinary shares ("Ordinary Shares") from Pfizer Inc.
("Pfizer") at an aggregate price of approximately £315 million
(the "Share Buyback"). Haleon intends to cancel the repurchased
Ordinary Shares. The Share Buyback was undertaken in accordance
with the terms of the Share Purchase Deed between Haleon and Pfizer
approved by Haleon's shareholders at its 2023 Annual General
Meeting. The Share Buyback represents approximately £315
million of the £500 million in aggregate that Haleon expects
to allocate to share buybacks in 2024, as disclosed in its 2023
Full Year Results on 29 February 2024. All prior guidance,
including on capital allocation, remains
unchanged.
The Share Buyback was made alongside the closing of the global
offering (the "Global Offer") by Pfizer of 790,554,820 Haleon
ordinary shares, including 196,554,820 Ordinary Shares in the form
of American Depositary Shares, each representing two Ordinary
Shares ("ADSs", and together with the Ordinary Shares, the
"Securities"). Following the Global Offer the remaining Pfizer
shares in Haleon will be subject to a lock up period of 90 days in
favour of Citigroup and Morgan Stanley, subject to customary
exceptions and to waiver.
Following completion of the Share Buyback, and the subsequent
cancellation of the repurchased Ordinary Shares:
●
|
the
total number of Ordinary Shares issued by Haleon with rights to
vote will be 9,132,301,104, representing a reduction in the number
of Ordinary Shares with rights to vote of 102,272,727 or 1.1%;
and
|
●
|
Pfizer's
interest in Haleon will reduce from 32% to approximately 22.6% of
Haleon's issued Ordinary Shares with rights to vote.
|
Brian McNamara, Chief Executive Officer of Haleon
commented: "Our
participation in Pfizer's global offering is an important step for
Haleon, reflecting confidence in our outlook and the great progress
we've made on deleveraging since listing. It is also consistent
with the capital allocation priorities we shared with our Full Year
Results in February. Looking ahead, we are confident that the
continued delivery of our strategy for growth will help drive
superior shareholder returns".
Citigroup and Morgan Stanley served as Joint Global Coordinators
and Joint Bookrunners of the Global Offer. Barclays, J.P. Morgan
and UBS Investment Bank served as Joint Bookrunners of the Global
Offer (together with the Joint Global Coordinators, the
"Banks").
Haleon has filed a registration statement (the "Registration
Statement") with the U.S. Securities and Exchange
Commission for the Securities to which this communication
relates. The Global Offer was made only by means of a written
prospectus and prospectus supplement that form a part of the
Registration Statement. You may obtain these documents for free by
visiting the SEC website at www.sec.gov.
Copies of the prospectus supplement and accompanying prospectus
related to the Global Offer may also be obtained from Citigroup,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, by telephone at 1-800-831-9146, Morgan Stanley
& Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014
Attn: Prospectus Department, Barclays at: Barclays Capital Inc.,
c/o Broadridge Financial Solutions 1155 Long Island Avenue
Edgewood, NY 11717, Barclaysprospectus@broadridge.com ((888)
603-5847), J.P. Morgan at: J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, telephone: 1-866-803-9204, or by emailing
at prospectus-eq_fi@jpmchase.com and
UBS Investment Bank at: UBS Securities LLC, Prospectus Department,
1285 Avenue of the Americas, New York, NY 10019, by telephone at
(888) 827-7275 or by emailing ol-prospectus-request@ubs.com.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these Securities in any state or other jurisdiction in which, or to
any person to whom, such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction. The
distribution or communication of this announcement or the
prospectus supplement related to the Global Offer in certain
jurisdictions may be restricted by law. Any offer may be withdrawn
or revoked, without obligation or commitment of any kind, at any
time prior to notice of its acceptance given after the effective
date.
Enquiries
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Investors
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Media
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Sonya
Ghobrial
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+44
7392 784784
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Zoë Bird
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+44
7736 746167
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Rakesh
Patel
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+44
7552 484646
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Nidaa
Lone
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+44
7841 400607
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Emma
White
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+44
7792 750133
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Email: investor-relations@haleon.com
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Email: corporate.media@haleon.com
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About Haleon
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.
For more information, please visit www.haleon.com.
Cautionary note regarding forward-looking statements
Certain statements contained in this announcement 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,
projections, intentions or beliefs about future events, including
strategic initiatives and future financial condition and
performance, and so actual results may differ materiality from what
is expressed or implied by the statements. These statements
sometimes use words such as "expects", "anticipates", "believes",
"targets", "plans", "intends", "aims", "projects", "estimates",
"indicates", "may", "might", "will", "should", "potential", "could"
and other words of similar meaning (or the negative thereof). These
forward-looking statements include all matters that are not
historical or current facts. In particular, these include, but are
not limited to, statements relating to the consummation of the
proposed Global Offer by Pfizer, the Share Buyback, and the risks
identified, or incorporated by reference, any prospectus supplement
or accompanying prospectus.
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
announcement. These 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.
Subject to our obligations under English and U.S. law in relation
to disclosure and ongoing information, we undertake no obligation
to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
# # #
This announcement and its contents are directed only at
(A) "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (as amended) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018; and
(B) (i)
persons who have professional experience in matters relating to
investments falling within Article 19 of the UK Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), or (ii) high net worth entities and other persons to whom
it can otherwise lawfully be communicated falling within Article
49(2)(a) to (d) of the Order, all such persons in (A) and (B)
together being referred to as "relevant persons". This announcement
must not be acted on or relied on in the United Kingdom by persons
who are not relevant persons. Any investment activity to which this
announcement relates is available in the United Kingdom only to
relevant persons and will be engaged in only with relevant
persons.
In the European Economic Area (the "EEA"), this announcement is
addressed only to and directed only at, persons in member states
who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) ("Qualified Investors").
This announcement must not be acted on or relied on in the EEA by
persons who are not Qualified Investors. Any investment activity to
which this announcement relates is available in the EEA only to
Qualified Investors and will be engaged in only with Qualified
Investors.
The Banks are acting exclusively for Pfizer and no one else in
connection with the Global Offer. None of the Banks will regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the Global Offer and will not be responsible
to anyone other than Pfizer for providing the protections afforded
to their respective clients nor for giving advice in relation to
the Global Offer or any transaction or arrangement referred to in
this announcement. No information in this announcement should be
construed as providing financial, investment or other professional
advice and each prospective investor should consult its own legal,
business, tax and other advisers in evaluating any potential
investment opportunity.
In connection with the Global Offer, each of the Banks and any of
their respective affiliates, acting as investors for their own
accounts, may purchase Securities and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such Securities and other securities of Haleon or
related investments in connection with the Global Offer or
otherwise. Accordingly, references in the final prospectus
supplement to the Securities being offered, subscribed, issued,
acquired, sold, placed or otherwise dealt in should be read as
including any offer, subscription, issue, sale, acquisition,
placing or dealing in the Securities by any of the Banks and any of
their affiliates acting as investors for their own accounts. In
addition, certain of the Banks or their affiliates may enter into
financing arrangements and swaps in connection with which they or
their affiliates may from time to time acquire, hold or dispose of
Securities. None of the Banks nor any of their respective
affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
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.
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HALEON PLC
(Registrant)
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Date:
March 21, 2024
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By:
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/s/
Amanda Mellor
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Name:
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Amanda
Mellor
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Title:
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Company
Secretary
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