a2052h
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
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Description
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99.1
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18 March 2024 - “Proposed Secondary Global
Offering by Pfizer Inc.”
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99.1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Haleon plc: Proposed Secondary Global Offering by Pfizer Inc. in
Haleon plc and Proposed Share Buyback
18 March 2024: Haleon
plc ("Haleon") (LSE/NYSE: HLN) announces that Pfizer Inc.
("Pfizer") intends to sell approximately 630 million Haleon
ordinary shares ("Ordinary Shares"), including Ordinary Shares in
the form of American Depositary Shares, each representing two
Ordinary Shares ("ADSs", and together with the Ordinary Shares, the
"Securities") by means of a public offering in the United States
(the "U.S. Offer"), and a concurrent offering outside the United
States to qualifying investors for purposes of, and in accordance
with, applicable local laws and regulations in the jurisdictions in
which such offer is being made (the "International Offer" and,
together with the U.S. Offer, the "Global
Offer").
The offering price per Security in the Global Offer will be
determined by means of a bookbuilding process and is expected to be
announced on or about 19 March 2024, following completion of the
bookbuilding.
Pfizer will receive all of the net proceeds from the Global Offer,
subject to customary closing conditions. No Securities are being
sold or issued by Haleon and Haleon will not receive any of the net
proceeds from the Global Offer.
Haleon previously entered into a Share Purchase Deed with Pfizer
which was approved by Haleon's shareholders at its Annual General
Meeting on 20 April 2023 (the "Share Purchase Deed"), pursuant to
which Haleon has the ability to make certain off-market purchases
to acquire Ordinary Shares from Pfizer, subject to certain terms
and conditions. In connection with the Global Offer and subject to
satisfaction of the conditions set out in the Share Purchase Deed,
Haleon has agreed to repurchase from Pfizer, and Pfizer has agreed
to sell to Haleon, off-market, Ordinary Shares having an aggregate
purchase price of approximately £315 million (approximately
$400 million) at the same time as, or immediately following and on
the same day as, the completion of the Global Offer (the "Share
Buyback"). The purchase price per Ordinary Share to be paid by
Haleon in the Share Buyback will be equal to the offering price per
Ordinary Share in the Global Offer. The Share Buyback is subject to
satisfaction of the conditions in the Share Purchase Deed,
including the successful completion of the Global Offer and receipt
of written confirmation from Haleon's sponsor pursuant to
LR11.1.10R(2)(b) of the UK Financial Conduct Authority's Listing
Rules that the terms of the Share Buyback are fair and reasonable
as far as Haleon's shareholders are concerned.
Completion of the Global Offer and the Share Buyback is expected to
reduce Pfizer's interest in Haleon from 32% to approximately 24% of
Haleon's issued Ordinary Share capital.
In connection with the Global Offer, Pfizer's Securities are
expected to be subject to a 90-day lock-up in favor of Citigroup
and Morgan Stanley, subject to customary exceptions and to waiver.
Pfizer has received the necessary waivers from existing lock-up
arrangements in order to participate in the Global
Offer.
Citigroup and Morgan Stanley are serving as Joint Global
Coordinators and Joint Bookrunners of the Global Offer. Barclays,
J.P. Morgan and UBS Investment
Bank are serving as Joint Bookrunners (together with the Joint
Global Coordinators, the "Banks") of the Global
Offer.
The Global Offer will be made pursuant to a shelf registration
statement on Form F-3 filed by Haleon with the United States
Securities and Exchange Commission (the "SEC") on 3 July 2023 (the
"Registration Statement"), as supplemented by a preliminary
prospectus supplement.
Haleon has filed the Registration Statement (including a
prospectus) and a preliminary prospectus supplement with
the SEC for the Securities to which this communication
relates. Before you invest, you should carefully read the
prospectus in the Registration Statement, the preliminary
prospectus supplement and the documents incorporated by reference
in the Registration Statement for more complete information about
Haleon and the Global Offer. Haleon intends to file a further
prospectus supplement with respect to the Global Offer. You may
obtain these documents for free by visiting the SEC website
at www.sec.gov.
Copies of the preliminary 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 at: 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
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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The person responsible for arranging the release of this
announcement on behalf of Haleon is Amanda Mellor, Company
Secretary.
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.
# # #
In the United Kingdom, 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 18, 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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