REG - Haleon PLC - Closing of Secondary Global Offering by Pfizer

HALEONAnnouncement

21/03/2024 16:15

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RNS Number : 8491H  Haleon PLC  21 March 2024

 

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 (http://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 (mailto: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
(mailto: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 (mailto: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

 Investors                                                                       Media

 Sonya Ghobrial                          +44 7392 784784                         Zoë Bird                             +44 7736 746167
 Rakesh Patel                            +44 7552 484646                         Nidaa Lone                           +44 7841 400607
 Emma White                              +44 7792 750133

 Email: investor-relations@haleon.com (mailto:investor-relations@haleon.com)     Email: corporate.media@haleon.com (mailto:corporate.media@haleon.com)

 

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 (http://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.

 

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