TIDMHLN
RNS Number : 1927B
Haleon PLC
29 September 2022
29 September 2022
Haleon plc Announces Exchange Offers for Certain Series of
Notes
Haleon plc has today announced an offer to exchange several
series of certain outstanding unregistered notes issued prior to
the demerger by its subsidiaries GSK Consumer Healthcare Capital US
LLC and GSK Consumer Healthcare Capital UK plc for notes
(registered under the U.S. Securities Act of 1933).
This is as planned and previously communicated, with the terms
of each applicable new note identical to those in the exchange
except that the exchange will remove certain transfer restrictions
and other provisions that are no longer applicable to the
outstanding notes, and enable existing noteholders to receive notes
listed on the NYSE.
There is no change to the nominal amount outstanding or terms of
the notes already issued, other than as set out above.
The terms of the exchange offer and applicable notes are
described in further detail in the appendix and in full in a
Registration Statement on Form F-4 filed today with the U.S.
Securities and Exchange Commission.
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 7792 750133 Ross Whittam +44 7796 204198
Email: investor-relations@haleon.com Email: corporate.media@haleon.com
About Haleon plc
Haleon (LSE: HLN, NYSE: HLN) is a global leader in consumer
health, with brands trusted by millions of consumers globally. The
group employs over 22,000 people across 170 markets, who are united
by Haleon's purpose - to deliver better everyday health with
humanity. Haleon's product portfolio spans five major categories -
Oral Health, Vitamins, Minerals and Supplements (VMS), Pain Relief,
Respiratory Health, Digestive Health and Other. 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
Appendix
Not for release, publication or distribution, directly or
indirectly, in or into any jurisdiction into which such
distribution would be unlawful. This notice is for informational
purposes only and does not constitute an offer to purchase, or a
solicitation of an offer to sell, any securities. The exchange
offers referred to herein are being made solely pursuant to the
Prospectus and related documents. The exchange offers referred to
herein are not being made to holders of securities in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
September 29, 2022
Haleon plc Announces Exchange Offers for Certain Series of
Notes
Issued in Private Placements in Connection with the Separation
from GSK
London, United Kingdom - Haleon plc ("Haleon") (LSE: HLN, NYSE:
HLN) today announced the commencement of offers to exchange seven
series of outstanding unregistered notes issued by GSK Consumer
Healthcare Capital US LLC (the "US Issuer") and GSK Consumer
Healthcare Capital UK plc (the "UK Issuer", and together with the
US Issuer, the "Issuers") (as set out below), as previously
disclosed in Haleon's public filings and pursuant to a registration
rights agreement entered into at the time of the original issuance
of the notes.
Upon the terms and subject to the conditions set forth in the
prospectus and the accompanying letter of transmittal, Haleon is
offering to exchange in seven concurrent, but separate, offers (the
"Exchange Offers") any and all of the seven series of notes
identified under "Title of Series of Original Notes" in the table
below (collectively, the "Original Notes"), for a like principal
amount of notes of the same series that have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), as
described under "Title of Series of Exchange Notes" in the table
below (collectively, the "Exchange Notes"). The terms of each
series of Exchange Notes are substantially identical to the terms
of the corresponding Original Notes of such series, except that the
transfer restrictions, the special mandatory redemption provisions
and registration rights applicable to the Original Notes do not
apply to the Exchange Notes. The sole purpose of the Exchange
Offers is to offer the holders of the Original Notes the
opportunity to receive Exchange Notes that have been registered
under the Securities Act and are expected to be listed on the New
York Stock Exchange.
The Exchange Offers will expire at 5:00 p.m. (Eastern time) on
October 28, 2022, unless extended or earlier terminated by Haleon
(such date and time, as the same may be extended or earlier
terminated with respect to any or all series of Exchange Notes (as
defined below), the "Expiration Date"). In order to be exchanged,
an Original Note must be validly tendered and not validly withdrawn
at or prior to the applicable Expiration Date, and accepted by the
relevant Issuer and Haleon. The "Settlement Date" with respect to
the Exchange Offers will be promptly following the Expiration Date
and is expected to be November 2, 2022.
A Registration Statement on Form F-4 (the "Registration
Statement") relating to the issuance of the Exchange Notes was
filed with the Securities and Exchange Commission ("SEC") today but
has not yet been declared effective. The Exchange Offers are being
made pursuant to the terms and conditions set forth in the
preliminary prospectus, dated as of September 29, 2022 (the
"Prospectus"), which forms a part of the Registration
Statement.
Global Bondholder Services Corporation will act as Exchange
Agent for the Exchange Offers. Questions or requests for assistance
related to the Exchange Offers or for additional copies of the
Prospectus may be directed to Global Bondholder Services
Corporation at (855) 654-2014. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offers.
If Haleon terminates any Exchange Offer with respect to one or
more series of Original Notes, it will give prompt notice to the
Exchange Agent, and all Original Notes tendered pursuant to such
terminated Exchange Offer will be returned promptly to the
tendering holders thereof. With effect from such termination, any
Original Notes blocked in DTC will be released.
Notes issued by the US Issuer
Description of the Original Notes Description of the Exchange Notes
------------------------------------------- --------------------------------------
CUSIP Title of Series of Original CUSIP Title of Series of Exchange
Number Notes Number Notes
------------- ---------------------------- -------- ----------------------------
36264F 3.024% Callable Fixed Rate 36264F 3.024% Callable Fixed Rate
AA9 / Senior Notes due 2024 AH4 Senior Notes due 2024
U04020
AA8
36264G Callable Floating Rate 36264F Callable Floating Rate
AB5 / Senior Notes due 2024 AJ0 Senior Notes due 2024
U0396G
AB9
36264F 3.375% Fixed Rate Senior 36264F 3.375% Fixed Rate Senior
AB7/ U04020 Notes due 2027 AK7 Notes due 2027
AB6
36264F 3.375% Fixed Rate Senior 36264F 3.375% Fixed Rate Senior
AC5 / Notes due 2029 AL5 Notes due 2029
U04020
AC4
36264F 3.625% Fixed Rate Senior 36264F 3.625% Fixed Rate Senior
AD3 / Notes due 2032 AM3 Notes due 2032
U04020
AD2
36264F 4.000% Fixed Rate Senior 36264F 4.000% Fixed Rate Senior
AE1 / Notes due 2052 AN1 Notes due 2052
U04020
AE0
Notes issued by the UK Issuer
Description of the Original Notes Description of the Exchange Notes
-------------------------------------- --------------------------------------
CUSIP Title of Series of Original CUSIP Title of Series of Exchange
Number Notes Number Notes
-------- ---------------------------- -------- ----------------------------
36264N 3.125% Fixed Rate Senior 36264N 3.125% Fixed Rate Senior
AA2 / Notes due 2025 AB0 Notes due 2025
G4164D
AA6
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Original Notes as to
when such intermediary needs to receive instructions from a holder
in order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Exchange Offers before the
deadlines specified herein and in the documents pertaining to the
Exchange Offers. The deadlines set by each clearing system for the
submission and withdrawal of exchange instructions will also be
earlier than the relevant deadlines specified herein and in the
documents pertaining to the Exchange Offers.
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the
"EEA"). For these purposes, a "retail investor" means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive (EU) 2014/65 (as amended, "MiFID II")
or (ii) a customer within the meaning of Directive (EU) 2016/97(as
amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the New
Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling of the New
Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
Any offer of the New Notes in any member state of the EEA will
be made pursuant to an exemption under Regulation (EU) 2017/1129
(as amended, the "Prospectus Regulation") from the requirement to
publish a prospectus for offers of securities. This press release
is not a prospectus for the purposes of the Prospectus
Regulation.
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (the "UK").
For these purposes, a "retail investor" means a person who is one
(or more) of the following: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000 (as amended, the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive,
where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of UK domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation
(EU) No. 1286/2014 as it forms part of UK domestic law by virtue of
the EUWA (as amended, the "UK PRIIPs Regulation") for offering or
selling the New Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or
selling the New Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
Any offer of the New Notes in the UK will be made pursuant to an
exemption under Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of EUWA (the "UK Prospectus Regulation")
from the requirement to publish a prospectus for offers of
securities. This press release is not a prospectus for the purposes
of the UK Prospectus Regulation.
In the United Kingdom, this press release is being distributed
only to, and is directed only at (i) persons who have professional
experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order"), and/or
(ii) high net worth companies (or persons to whom it may otherwise
be lawfully communicated) falling within Article 49(2)(a) to (d) of
the Order (all such persons together referred to as "relevant
persons"). This press release must not be acted on or relied on in
the United Kingdom by persons who are not relevant persons. In the
United Kingdom, any investment or investment activity to which this
press release relates is only available to, and will be engaged in
with, relevant persons only.
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 and projections 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 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
and Haleon's performance as independent company following the
demerger.
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. Such
risks, uncertainties and other factors include, but are not limited
to, those discussed under 'Risk Factors' in the Prospectus and any
impacts of the COVID-19 pandemic. 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.
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 7792 750133 Ross Whittam +44 7796 204198
Email: investor-relations@haleon.com Email: corporate.media@haleon.com
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END
MSCSELFSUEESEIU
(END) Dow Jones Newswires
September 29, 2022 11:19 ET (15:19 GMT)
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