REG - Haleon PLC - Pricing and upsize of Secondary Global Offering

HALEONAnnouncement

19/03/2024 07:00

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RNS Number : 3858H  Haleon PLC  19 March 2024

 

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

 

Haleon plc: Pricing and upsize of Secondary Global Offering by Pfizer in
Haleon and Share Buyback

 

19 March 2024: Haleon plc ("Haleon") announces the pricing and upsize of the
previously announced public offering in the United States (the "U.S. Offer")
and 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") by Pfizer Inc.
("Pfizer") of 790,554,820 Haleon ordinary shares ("Ordinary Shares"), of which
594,000,000 are Ordinary Shares and 196,554,820 are Ordinary Shares in the
form of American Depositary Shares, each representing two Ordinary Shares
("ADSs", and together with the Ordinary Shares, the "Securities"), at a price
to the public of £3.08 per Ordinary Share and $7.85 per ADS.

 

The size of the Global Offer increased from the previously announced
approximately 630 million Ordinary Shares (which may be represented by ADSs)
to an aggregate of 790,554,820 Ordinary Shares (which may be represented by
ADSs).

 

Pfizer will receive all of the net proceeds from the Global Offer. No
Securities are being sold or issued by Haleon and Haleon will not receive any
of the net proceeds from the Global Offer.

 

Haleon has agreed to repurchase 102,272,727 Ordinary Shares from Pfizer
off-market, subject to the completion of the Global Offer, for aggregate
consideration of approximately £315 million (approximately $400 million) (the
"Share Buyback"). The Share Buyback has been agreed pursuant to the terms of
the Share Purchase Deed between Haleon and Pfizer that was approved by
Haleon's shareholders at its Annual General Meeting on 20 April 2023 (the
"Share Purchase Deed"). The purchase price for the Share Buyback payable by
Haleon to Pfizer is £3.08 per Ordinary Share, equal to the offering price per
Ordinary Share in the Global Offer. The closing of the Share Buyback is
conditional upon, and expected to occur at the same time as, or immediately
following and on the same day as, the closing of the Global Offer, which is
expected to close on 21 March 2024, subject to customary closing conditions.

 

Haleon intends to cancel the purchased Ordinary Shares. Following the Share
Buyback and such cancellation, the total number of Ordinary Shares issued by
Haleon with rights to vote is expected to be 9,132,301,104, as compared to
9,234,573,831 Ordinary Shares with rights to vote today. No shares are held in
treasury.

 

As a result of the Global Offer, the Share Buyback and cancellation, Pfizer's
interest in Haleon will reduce from 32% to approximately 22.6% of Haleon's
issued Ordinary Shares with rights to vote.

 

Pfizer is a related party of Haleon for the purposes of the Listing Rules of
the Financial Conduct Authority (the "Listing Rules"). Under Chapter 11 of the
Listing Rules, the Share Buyback constitutes a "smaller" related party
transaction. As a result, a sponsor's written confirmation has been obtained
by Haleon from Greenhill & Co International LLP, pursuant to
LR11.1.10R(2)(b) in its capacity as Haleon's sponsor, stating that the terms
of the Share Buyback are fair and reasonable as far as Haleon's shareholders
are concerned.

 

The Share Buyback constitutes approximately £315 million of the £500 million
in aggregate that Haleon expects to allocate to share buybacks in 2024, as
disclosed in its 2023 annual report filed on Form 20-F.

 

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 of the Global Offer (together
with the Joint Global Coordinators, the "Banks").

 

Haleon has filed a registration statement (including a prospectus) and a
preliminary prospectus supplement with the U.S. Securities and Exchange
Commission ("SEC") for the Securities to which this communication relates.
Before you invest, you should carefully read the preliminary prospectus
supplement, the accompanying prospectus in the registration statement and the
documents incorporated by reference in that registration statement as well as
the prospectus supplement related to the Global Offer for more complete
information about Haleon and the Global Offer. Haleon intends to file a final
prospectus supplement with respect to the Global Offer. You may obtain these
documents for free by visiting the SEC website at www.sec.gov
(http://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 (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 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.

 

# # #

 

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.

 

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