UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
HALEON PLC
(Name of Issuer)
Ordinary Shares, nominal value £0.01 per share
American Depositary Shares, each representing two Ordinary Shares
(Title of Class of Securities)
405552100**
(CUSIP Number)
Margaret M. Madden, Esq.
Senior Vice President and Corporate Secretary,
Chief Governance Counsel
Pfizer Inc.
66 Hudson Boulevard East
New York, New York 10001-2192
(212) 733-2323
Copy to:
Jacob A. Kling, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 29, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
** This CUSIP applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares. No CUSIP has been assigned to the Ordinary Shares.
| | | | | | | | | | | | | | |
| 1 | NAMES OF REPORTING PERSONS
Pfizer Inc. (“Pfizer” or the “Reporting Person”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
2,062,236,079 Ordinary Shares(1) |
| 8 | SHARED VOTING POWER
0 |
| 9 | SOLE DISPOSITIVE POWER
2,062,236,079 Ordinary Shares(1) |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,236,079 Ordinary Shares(1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%(1)(2) |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) Includes (1) 197,228,952 restricted American Depositary Shares held by Pfizer, representing 394,457,904 Ordinary Shares, nominal value £0.01 per share (“Ordinary Shares”), of Haleon plc (the “Issuer”), and (2) 1,667,778,175 Ordinary Shares held on behalf of Pfizer by Pfizer’s nominee. See Item 5.
(2) Based upon 9,132,301,104 Ordinary Shares outstanding as of May 3, 2024, as reported by the Issuer on its Form 6-K furnished to the Securities and Exchange Commission on May 8, 2024.
Explanatory Note
The following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by Pfizer Inc. (“Pfizer” or the “Reporting Person”) on July 27, 2022, as amended by Amendment No. 1 on February 1, 2023, Amendment No. 2 on May 15, 2023, Amendment No. 3 on September 11, 2023, Amendment No. 4 on October 10, 2023, Amendment No. 5 on January 19, 2024, Amendment No. 6 on March 19, 2024, and Amendment No. 7 on March 22, 2024 (the “Schedule 13D”). This Amendment No. 8 amends and supplements the Schedule 13D as specifically set forth herein. Except as set forth herein, the Schedule 13D is unmodified. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule I in its entirety and replacing it with Schedule I attached.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
July 2024 Share Purchase Deed
On July 29, 2024, Pfizer and the Issuer entered into a share purchase deed (the “July 2024 Share Purchase Deed”) providing a framework for the Issuer to make certain off-market purchases of Ordinary Shares from Pfizer (or its nominees) on such number of occasions as Pfizer and the Issuer may agree either in conjunction with any future offer or sale of Ordinary Shares by Pfizer (or its nominees) (excluding, for the avoidance of doubt, any sale of Ordinary Shares to the Issuer pursuant to the July 2024 Share Purchase Deed) or by way of one or more standalone purchases by the Issuer from Pfizer (or its nominees). Off-market purchases consummated under the July 2024 Share Purchase Deed will take place at such prices, in such numbers and otherwise on the terms and conditions set forth in the July Share Purchase Deed and in certain notices contemplated thereby. The July 2024 Share Purchase Deed does not obligate either party to purchase or sell any Ordinary Shares and, in furtherance thereof, provides that either Pfizer or the Issuer (acting in its absolute discretion) may decline to participate in any proposed off-market purchase, in each case, subject to the terms and conditions set forth therein. Assuming the July 2024 Share Purchase Deed is not otherwise terminated in accordance with its terms, the term of the July 2024 Share Purchase Deed will continue until such time as the approval of the Issuer’s shareholders expires and is not renewed at a subsequent annual general meeting of the Issuer.
The foregoing description of the July 2024 Share Purchase Deed does not purport to be complete and is qualified in its entirety by reference to the actual terms of such agreement, which is filed as Exhibit 99.1 to this Amendment No. 8 and is incorporated by reference herein.
Item 7. Materials to Be Filed as Exhibits.
| | | | | |
| Share Purchase Deed, dated as of July 29, 2024, by and between Pfizer and the Issuer.* |
* Filed herewith.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 29, 2024
PFIZER INC.
By: /s/ Susan Grant
Name: Susan Grant
Assistant Secretary
Schedule I
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Pfizer
The business address of each director and executive officer is c/o Pfizer Inc., 66 Hudson Boulevard East, New York, NY 10001. Unless otherwise indicated, each director and executive officer is a citizen of the United States.
| | | | | | | | | | | |
| NAME AND POSITION | | PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT |
Albert Bourla, DVM, Ph.D. Chairman and Chief Executive Officer | | Chairman and Chief Executive Officer, Pfizer. |
Ronald E. Blaylock Independent Director | | Founder, Managing Partner of GenNx360 Capital Partners. |
Susan Desmond-Hellmann, M.D., M.P.H. Independent Director | | Former Chief Executive Officer of the Bill & Melinda Gates Medical Research Institute. |
Joseph J. Echevarria Independent Director | | Retired Chief Executive Officer of Deloitte LLP. |
Scott Gottlieb, M.D. Independent Director | | Partner, New Enterprise Associates, Inc.’s Healthcare Investment Team and Resident Fellow of the American Enterprise Institute. |
Helen H. Hobbs, M.D. Independent Director | | Investigator of the Howard Hughes Medical Institute Professor of Internal Medicine and Molecular Genetics and Director of the McDermott Center for Human Growth and Development at the University of Texas Southwestern Medical Center. |
Susan Hockfield, Ph.D. Independent Director | | Professor of Neuroscience and President Emerita, Massachusetts Institute of Technology. |
Dan R. Littman, M.D., Ph.D. Independent Director | | Helen L. and Martin S. Kimmel Professor of Molecular Immunology, Department of Pathology at NYU Grossman School of Medicine. Investigator of the Howard Hughes Medical Institute. |
Shantanu Narayen Lead Independent Director | | Chairman and Chief Executive Officer of Adobe Inc. |
Suzanne Nora Johnson Independent Director | | Retired Vice Chairman, Goldman Sachs Group, Inc. |
James Quincey Independent Director | | Chairman and Chief Executive Officer, The Coca-Cola Company. Country of citizenship is United Kingdom. |
James C. Smith Independent Director | | Chairman of the Thomson Reuters Foundation. Retired President and Chief Executive Officer of Thomson Reuters Corporation. |
Cyrus Taraporevala Independent Director | | Former President and Chief Executive Officer of State Street Global Advisors |
Chris Boshoff, FRCP, FMedSci, Ph.D. Chief Oncology Officer, Executive Vice President | | Chief Oncology Officer, Executive Vice President, Pfizer. |
| | | | | | | | | | | |
Alexandre de Germay Chief International Commercial Officer, Executive Vice President | | Chief International Commercial Officer, Executive Vice President. Country of citizenship France. |
David M. Denton Chief Financial Officer, Executive Vice President | | Chief Financial Officer, Executive Vice President, Pfizer. |
Mikael Dolsten, M.D., Ph.D. Chief Scientific Officer, President, Pfizer Research & Development | | Chief Scientific Officer, President, Pfizer Research & Development, Pfizer. |
Lidia Fonseca Chief Digital and Technology Officer, Executive Vice President | | Chief Digital and Technology Officer, Executive Vice President, Pfizer. |
Rady Johnson Chief Compliance, Quality and Risk Officer, Executive Vice President | | Chief Compliance, Quality and Risk Officer, Executive Vice President, Pfizer. |
Douglas M. Lankler General Counsel, Executive Vice President | | General Counsel, Executive Vice President, Pfizer. |
Aamir Malik Chief U.S. Commercial Officer, Executive Vice President | | Chief U.S. Commercial Officer, Executive Vice President, Pfizer. |
Michael McDermott Chief Global Supply Officer, Executive Vice President | | Chief Global Supply Officer, Executive Vice President, Pfizer. |
Payal Sahni Becher Chief People Experience Officer, Executive Vice President | | Chief People Experience Officer, Executive Vice President, Pfizer. |
Sally Susman Chief Corporate Affairs Officer, Executive Vice President | | Chief Corporate Affairs Officer, Executive Vice President, Pfizer. |
Execution Version
Dated July 29, 2024
HALEON PLC
and
PFIZER INC.
| | | | | | | | |
| CLAUSE | | PAGE |
| | |
| 1. | Definitions and interpretation | 2 |
| 2. | Right to make off-market purchases of Ordinary Shares | 5 |
| 3 | Procedure for off-market purchases | 6 |
| 4. | Off-Market Purchase Completion | 7 |
| 5. | Termination | 8 |
| 6. | Warranties/Undertakings | 8 |
| 7. | Notices | 9 |
| 8. | Entire agreement | 10 |
| 9. | Stamp Duty | 11 |
| 10. | Further assurances | 11 |
| 11. | Assignment | 11 |
| 12. | Counterparts | 11 |
| 13. | Variation | 11 |
| 14. | Third Party Rights | 11 |
| 15. | Governing Law and Jurisdiction | 12 |
THIS DEED is made on July 29, 2024 between:
(1)HALEON PLC, a public limited company incorporated in England with company number 13691224 whose registered office is at Building 5, First Floor, The Heights, Weybridge, Surrey, England KT13 0NY (the Company); and
(2)PFIZER INC., a corporation incorporated under the laws of Delaware whose registered office is at 66 Hudson Boulevard East, New York, New York 10001-2192 (Pfizer).
WHEREAS:
(A)Pfizer beneficially holds Ordinary Shares (as defined below).
(B)The Company and Pfizer have agreed that the Company may make off-market purchases of Ordinary Shares from Pfizer (or its nominee(s)) in accordance with the Pfizer Buyback Resolution (as defined below).
(C)Such off-market purchases of Ordinary Shares may be made at such times and on such number of occasions as the Company and Pfizer may agree, including in conjunction with a Share Offering (as defined below).
(D)This Deed sets out the terms and conditions of any such off-market purchase referred to in Recital (B) and constitutes the contract required by section 694 of the Companies Act 2006 for such off-market purchases of its own shares by the Company.
IT IS AGREED as follows:
1.Definitions and interpretation
In this Deed, unless the context otherwise requires, the provisions in this Clause 1 apply:
1.1Definitions
Approved Price Range means a price per Ordinary Share (exclusive of stamp duty and expenses) that is:
(a)greater than or equal to the nominal value of an Ordinary Share at the relevant time (being £0.01 at the date of this Deed); and
(b)less than or equal to the higher of:
(i)an amount equal to 105 per cent. of the average of the midmarket quotations for an Ordinary Share as derived from The Daily Official List of The London Stock Exchange for the
five Trading Days immediately preceding the time at which the Ordinary Share is contracted to be purchased; and
(ii)an amount equal to that stipulated by Commission-adopted Regulatory Technical Standards pursuant to Article 5(6) of the Market Abuse Regulation (2014/596/EU) as it forms part of the law of the United Kingdom by virtue of the European Union Withdrawal Act 2018 (it being acknowledged by the parties that for the purposes of an off-market purchase pursuant to this Deed, such amount shall be the Market Price immediately preceding the time at which the Ordinary Share is contracted to be purchased);
Consideration Percentage has the meaning given in Clause 2.1.5;
Counter-Notification Deadline has the meaning given in Clause 3.1.1;
Encumbrance means any pledge, mortgage, charge, lien or encumbrance or other claim;
FSMA means the Financial Services and Markets Act 2000, including any regulations made pursuant thereto;
Listing Rules means the Listing Rules made by the Financial Conduct Authority pursuant to section 73A of FSMA, as amended from time to time;
Longstop Date has the meaning given in Clause 3.2.1;
LR Shareholder Approval Requirement means any requirement of the Company under the provisions of the Listing Rules applicable to related party transactions from time to time to publish a shareholder circular and/or obtain shareholder approval in connection with any off-market purchase pursuant to this Deed, but shall not include the Shareholder Approval;
Main Market means the main market for listed securities of London Stock Exchange plc;
Market Price means the price per Ordinary Share as at the most recent close of trading on the Main Market;
Off-Market Purchase Completion means completion of any off-market purchase of Ordinary Shares from Pfizer (or its nominee(s)) by the Company in accordance with Clause 4;
Ordinary Share means an ordinary share of £0.01 in the capital of the Company;
Pfizer Buyback Resolution means a special resolution of the Company's members approving the terms of this Deed pursuant to section 694 of the
Companies Act 2006 and authorising the Company to make off-market purchases from Pfizer (or its nominee(s));
Relevant Price means the Market Price subject to a discount of 2.5 per cent.;
Relevant Volume Cap means:
(a)in circumstances where a proposed off-market purchase (when aggregated with any other related party transactions (as such term is defined in the Listing Rules) entered into between the Company or any member of its corporate group and Pfizer (or an associate (as such term is defined in the Listing Rules) of Pfizer) within the previous 12 months and which has not been approved by the Company’s members) would trigger a LR Shareholder Approval Requirement, 4.99 per cent. of the Company’s issued ordinary share capital as at the date on which Ordinary Shares are contracted to be purchased pursuant to this Deed; or
(b)in circumstances where the proposed off-market purchase would not trigger a LR Shareholder Approval Requirement, 10 per cent. of the Company’s issued ordinary share capital as at the date on which Ordinary Shares are contracted to be purchased pursuant to this Deed;
Shareholder Approval means the approval by the Company’s eligible members of the Pfizer Buyback Resolution;
Share Offering means any offer or sale of Ordinary Shares by Pfizer (or its nominee(s)) by way of or including, without limitation, an institutional placement and/or pursuant to a registered securities offering under the Securities Act of 1933, as amended, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements thereof, whether to persons located in the United Kingdom, United States and/or in any other jurisdiction excluding, for the avoidance of doubt, any sale of Ordinary Shares to the Company pursuant to this Deed;
Share Offering Counter-Notification Deadline has the meaning given in Clause 3.2.1;
Share Offering Price means, in respect of any Share Offering, the price at which each Ordinary Share is to be sold to the public in such Share Offering (as determined through a bookbuilding process or otherwise);
Time of Sale means the time and date on which the Company and Pfizer become bound to make an off-market purchase pursuant to this Deed, other than an off-market purchase in conjunction with a Share Offering; and
Trading Day means any day during which the Ordinary Shares are traded on the Main Market.
1.2Interpretation
1.2.1The Interpretation Act 1978 shall apply to this Deed in the same way as it applies to an enactment.
1.2.2References to a statutory provision include any subordinated legislation made from time to time under that provision.
1.2.3References to a statutory provision include that provision as from time to time modified, supplemented, replaced or re-enacted so far as such modification, supplement, replacement or re-enactment applies or is capable of applying to any transactions entered into in accordance with this Deed.
1.2.4References in this Deed to clauses are to Clauses of this Deed.
1.2.5Headings shall be ignored in construing this Deed.
1.2.6References to “the time at which Ordinary Shares are contracted to be purchased pursuant to this Deed” or “the date on which Ordinary Shares are contracted to be purchased pursuant to this Deed” or any similar formulation, shall mean (a) the time or date on which the Share Offering Price is agreed in the context of an off-market purchase in conjunction with a Share Offering (as applicable), and (b) in all other circumstances, the Time of Sale.
2.Right to make off-market purchases of Ordinary Shares
2.1Subject to and in accordance with the provisions of this Deed, the Company shall be entitled to make an off-market purchase of Ordinary Shares from Pfizer (or its nominee(s)), provided that:
2.1.1Shareholder Approval has been obtained;
2.1.2the proposed off-market purchase will, when aggregated with any other related party transactions (as such term is defined in the Listing Rules) entered into between the Company or any member of its corporate group and Pfizer (or an associate (as such term is defined in the Listing Rules) of Pfizer) within the previous 12 months and which has not been approved by the Company's members:
(a)be treated as either a "small" or "smaller" related party transaction under Listing Rule 11.1.10R (to the extent applicable); or
(b)not otherwise trigger a LR Shareholder Approval Requirement;
2.1.3the proposed off-market purchase will not result in more than the Relevant Volume Cap having been purchased from Pfizer (or its nominee(s)) pursuant to this Deed within the previous 12 months;
2.1.4the price payable by the Company to Pfizer (or its nominee(s)) for any off-market purchase of an Ordinary Share shall be:
(a)determined in accordance with Clause 2.2 in circumstances where an off-market purchase is made in conjunction with a Share Offering; or
(b)the Relevant Price in all other circumstances,
provided that, in each case, such price is within the Approved Price Range;
2.1.5the consideration payable by the Company to Pfizer (or its nominee(s)) for any proposed off-market purchase pursuant to this Deed expressed as a percentage of the Company’s market capitalisation at the date of such off-market purchase (the Consideration Percentage) will not (when aggregated with the Consideration Percentage for any other purchases by the Company from Pfizer (or its nominee(s)) pursuant to this Deed within the previous 12 months), exceed 4.99 per cent. in circumstances where a LR Shareholder Approval Requirement would be triggered; and
2.1.6written confirmation has been received from a sponsor in accordance with Listing Rule 11.1.10R(2)(b) (to the extent applicable and required).
2.2If an off-market purchase is made in conjunction with a Share Offering pursuant to Clause 3.2, then it shall also be a condition that the price payable by the Company to Pfizer (or its nominee(s)) for each Ordinary Share in Sterling shall be equal to the Share Offering Price applicable to the relevant Share Offering in conjunction with which the proposed off-market purchase is agreed, provided that such price is within the Approved Price Range.
3.Procedure for off-market purchases
3.1In respect of any off-market purchase, other than in conjunction with a Share Offering:
3.1.1the Company or Pfizer may, in its absolute discretion, notify the other party by email and otherwise in accordance with Clause 7 of:
(a)the number of Ordinary Shares it wishes to purchase or sell, as the case may be, at the Relevant Price at the proposed Time of Sale;
(b)the proposed Time of Sale and completion date for such off-market purchase; and
(c)the time by which a counter-notification in accordance with Clause 3.1.2 must be received for the off-market purchase to be declined, which shall be no less than 24 hours (or such other time period as may be agreed between the relevant parties in writing) after receipt of such notice (the Counter-Notification Deadline).
3.1.2On receipt of any notification pursuant to Clause 3.1.1, Pfizer shall be bound to sell or procure the sale of, and the Company shall be bound to purchase, the number of Ordinary Shares specified in the notification given under Clause 3.1.1 at the Relevant Price in accordance with Clause 4, unless the party receiving the notification pursuant to Clause 3.1.1 (acting in its absolute discretion) provides to the other party a counter-notification by email and otherwise in accordance with Clause 7, by no later than the Counter-Notification Deadline, to decline to purchase or sell off-market (as the case may be), such number of Ordinary Shares on the terms specified in the notification given under Clause 3.1.1.
3.1.3If Pfizer or the Company provides a counter-notification to the other party pursuant to and in accordance with Clause 3.1.2, then no party shall have any obligation to purchase or sell (as the case may be) such Ordinary Shares as were specified in the notification given under Clause 3.1.1.
3.2In respect of any off-market purchase in conjunction with a Share Offering:
3.2.1The Company or Pfizer may, in its absolute discretion, notify the other party by email and otherwise in accordance with Clause 7 of:
(a)the number of Ordinary Shares it wishes to purchase or sell, as the case may be (which may be expressed as such number of Ordinary Shares as would be as close as possible to a maximum aggregate price to be paid);
(b)the proposed completion date for such off-market purchase;
(c)the time by which a counter-notification in accordance with Clause 3.2.2 must be received for the off-market purchase to be declined, which shall be no less than 24 hours (or such other time period as may be agreed between the relevant parties in writing) after receipt of such notice (the Share Offering Counter-Notification Deadline); and
(d)the last possible date for completion of the Share Offering, which shall be no more than five business days (or such other time period as may be agreed between the relevant parties in writing) after receipt of such notice (the Longstop Date).
3.2.2On receipt of any notification pursuant to Clause 3.2.1, Pfizer shall be bound to sell or procure the sale of, and the Company shall be bound to purchase, the
number of Ordinary Shares specified in the notification given under Clause 3.2.1 at the Share Offering Price in accordance with Clause 4, unless (i) the party receiving the notification pursuant to Clause 3.2.1 (acting in its absolute discretion) provides to the other party a counter-notification by email and otherwise in accordance with Clause 7, by no later than the Share Offering Counter-Notification Deadline, to decline to purchase or sell off-market (as the case may be), such number of Ordinary Shares on the terms specified in the notification given under Clause 3.2.1; or (ii) the Share Offering has not completed by the Longstop Date.
3.2.3If Pfizer or the Company provides a counter-notification to the other party pursuant to and in accordance with Clause 3.2.2, then no party shall have any obligation to purchase or sell (as the case may be) such Ordinary Shares as were specified in the notification given under Clause 3.2.1.
3.3Subject to applicable law, each party shall provide the other party with a reasonable opportunity to comment on any references to any proposed off-market purchase in any announcement relating to such an off-market purchase.
3.4For the avoidance of doubt, Pfizer shall be entitled to sell Ordinary Shares in the Company other than pursuant to this Deed.
4.Off-Market Purchase Completion
4.1On any Off-Market Purchase Completion:
4.1.1the Company (or its nominated broker(s), acting on its behalf) shall pay Pfizer (or its nominated broker(s), acting on its behalf) an amount equal to the product of (i) the number of Ordinary Shares that are the subject of the relevant off-market purchase; and (ii) the price payable for each Ordinary Share in accordance with Clause 2.1.4 or 2.2, as applicable; and
4.1.2Pfizer shall transfer (or procure the transfer by its nominated broker(s), acting on its behalf) to the Company (or its nominated broker(s), acting on its behalf) the Ordinary Shares the subject of the relevant off-market purchase.
4.2In the case of an off-market purchase in conjunction with a Share Offering:
(a)an Off-Market Purchase Completion shall take place at the same time as or as soon as reasonably practicable following settlement of the relevant Share Offering in conjunction with which the relevant off-market purchase is undertaken; and
(b)for the avoidance of doubt, an Off-Market Purchase Completion shall not occur (and the parties shall not be obliged to proceed with the relevant off-market purchase) unless settlement of the relevant Share
Offering in conjunction with which the relevant off-market purchase is undertaken occurs.
4.3If any condition in Clause 2 is not or ceases to be satisfied, or, in the case of an off-market purchase in conjunction with a Share Offering, the relevant Share Offering does not proceed to settlement, neither the Company (or its nominated broker(s), acting on its behalf) nor Pfizer (or its nominated broker(s), acting on its behalf) shall have any obligations to proceed with the relevant proposed off-market purchase or any claim against the other to require the other to proceed with the proposed off-market purchase.
4.4Ordinary Shares sold in an off-market purchase pursuant to this Deed shall be sold free from Encumbrances.
5.Termination
5.1Subject to Clause 5.2, this Deed shall terminate with immediate effect and all rights and obligations of the parties under this Deed shall cease forthwith upon the earlier of:
5.1.1the date that the Shareholder Approval expires and is not renewed; and
5.1.2agreement in writing between the parties to terminate this Deed, provided that, if either party requests that this Deed be terminated, the other party shall not unreasonably withhold or delay its agreement.
5.2Termination of this Deed shall be without prejudice to the rights of either party that may have arisen prior to termination. The whole of this Clause 5 and Clauses 6 to 15 (inclusive) shall survive termination of this Deed.
6.Warranties/Undertakings
6.1Pfizer warrants and undertakes to the Company that the following warranties will be true and not misleading (i) as at the date of each notification by the Company or Pfizer pursuant to Clause 3.1.1 or Clause 3.2.1, and (ii) as at the date of each Off-Market Purchase Completion:
6.1.1each of the Ordinary Shares that are the subject of the relevant off-market purchase is beneficially owned by Pfizer (or its nominee(s)) and Pfizer (or its nominee(s)) has the power and authority to sell or procure the sale of the Ordinary Shares that are the subject of the relevant off-market purchase, in each case free from all Encumbrances; and
6.1.2the Ordinary Shares that are the subject of the relevant off-market purchase are all fully paid.
6.2Each party hereby warrants and undertakes to the other that the following warranties will be true and not misleading (i) as at the date of each notification
by the Company or Pfizer pursuant to Clause 3.1.1 or Clause 3.2.1, and (ii) as at the date of each Off-Market Purchase Completion:
6.2.1it has the power under its constitutional documents and has taken all necessary corporate action to enter into and perform its obligations under this Deed and to carry out the transactions contemplated by it in accordance with the terms of this Deed; and
6.2.2this Deed constitutes valid and binding obligations of it in accordance with its terms.
6.3The Company hereby warrants and undertakes to Pfizer that, (i) as at the date of each notification by the Company or Pfizer pursuant to Clause 3.1.1 or 3.2.1, and (ii) as at the date of each Off-Market Purchase Completion: (a) the acquisition by it of any Ordinary Shares under and in accordance with this Deed is not prohibited or restricted by any applicable law or regulation and (b) it will at all relevant times comply with all laws, regulations, rules and corporate requirements applicable to it in connection with the acquisition by it of any Ordinary Shares under and in accordance with this Deed.
6.4Each party hereby undertakes that it will promptly notify the other party of any facts, matters or circumstances which would cause any of the warranties given by it pursuant to Clauses 6.1 to 6.3 (inclusive) to be untrue or misleading (i) as at the date of any notification by the Company or Pfizer pursuant to Clause 3.1.1 or 3.2.1, or (ii) as at the date of any Off-Market Purchase Completion.
7.Notices
7.1Any notice or other communication in connection with this Deed shall be in writing and shall be sufficiently given or served if delivered or sent:
7.1.1in the case of the Company to:
with a copy (not constituting notice) to:
7.1.2in the case of Pfizer to:
with a copy (not constituting notice) to:
7.2A copy of each notice delivered by email shall be sent by hand or post to the recipient in accordance with Clause 7.1, but failure to send such a copy shall not render any notice ineffective.
7.3Any such notice or other communication shall be delivered by hand, post or email. In the absence of evidence of earlier receipt, a notice or other communication is deemed given:
7.3.1if sent by email, when sent (provided that an email shall be deemed not to have been sent if the sender receives a delivery failure notification); or
7.3.2if delivered by hand or post, at the time of actual delivery.
7.4A party may change its notice details for the purposes of Clause 7.1 by notifying the other party of such change, provided that such notification shall only be effective on:
7.4.1the date specified in the notification as the date on which the change is to take place, being not less than five business days after the date of such notice; or
7.4.2if no date is specified or the date specified is less than five business days after the date on which notice is given, the date falling five business days after notice of any such change has been given.
8.Entire agreement
The Deed contains the whole agreement between the parties in relation to the subject matter of this Deed to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Deed.
9.Stamp Duty
The Company shall pay (or, if applicable, reimburse) Pfizer and/or its nominee(s) (in each case only to the extent actually paid or otherwise borne by such person), all United Kingdom stamp duty or stamp duty reserve tax (and associated fines, penalties and interest) arising directly as a result of the purchase or repurchase of (or agreement to purchase or repurchase) Ordinary Shares by, or the transfer (or agreement to transfer) of Ordinary Shares to, the Company (or its nominated broker(s), acting on its behalf) as contemplated in this Deed; in each case other than:
(a)fines, penalties or interest payable as a result of any unreasonable delay or wilful default by Pfizer (or its nominee(s), as applicable) in accounting for the relevant stamp duty or stamp duty reserve tax; and
(b)for the avoidance of doubt, stamp duty or stamp duty reserve tax (and associated fines, interest and penalties) arising in respect of: (x) transfers of, or agreements to transfer, Ordinary Shares to persons other than the Company (or its nominated broker(s), acting on its
behalf); or (y) transfers of, or agreements to transfer, Ordinary Shares to any broker nominated by Pfizer for the purposes of the transactions contemplated by this Deed.
10.Further assurances
Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Deed and the transactions contemplated by it.
11.Assignment
Neither party to this Deed shall be permitted to assign, transfer or novate, or purport to assign, transfer or novate, all or any of its rights, benefits or obligations under this Deed to any other person without the prior written consent of the other party.
12.Counterparts
This Deed may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
13.Variation
No variation of this Deed shall be effective unless in writing and signed by or on behalf of each party.
14.Third Party Rights
A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of or enjoy any benefit under, this Deed.
15.Governing Law and Jurisdiction
This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Each party submits to the exclusive jurisdiction of the English courts to settle any dispute which may arise out of or in connection with this Deed.
In witness whereof this Deed has been duly executed and delivered as a Deed by the Parties on the day and year first before written.
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EXECUTED as a DEED by HALEON PLC acting by a director in the presence of the specified witness | | Signed: /s/ Matthew Conacher Print name: Matthew Conacher Witness - Signed: /s/ Nicholas Ivory I confirm that the above named signatory has executed this document in my presence Print name: Nicholas Ivory |
| | | | | | | | |
EXECUTED as a DEED by PFIZER INC. acting by BRIAN BYALA who, in accordance with the laws of the territory in which PFIZER INC. is incorporated, is acting under the authority of PFIZER INC. | | /s/ Brian Byala Authorised signatory |
Pfizer (NYSE:PFE)
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Pfizer (NYSE:PFE)
過去 株価チャート
から 7 2023 まで 7 2024
