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.
LONDON, Sept. 29,
2022 /PRNewswire/ -- 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 Number
|
Title of Series of Original
Notes
|
CUSIP
Number
|
Title of Series of Exchange
Notes
|
36264F AA9 /
U04020 AA8
|
3.024% Callable Fixed
Rate Senior Notes due 2024
|
36264F AH4
|
3.024% Callable Fixed
Rate Senior Notes due 2024
|
36264G AB5 /
U0396G AB9
|
Callable Floating Rate
Senior Notes due 2024
|
36264F AJ0
|
Callable Floating Rate
Senior Notes due 2024
|
36264F AB7/
U04020 AB6
|
3.375% Fixed Rate
Senior Notes due 2027
|
36264F AK7
|
3.375% Fixed Rate
Senior Notes due 2027
|
36264F AC5 /
U04020 AC4
|
3.375% Fixed Rate
Senior Notes due 2029
|
36264F AL5
|
3.375% Fixed Rate
Senior Notes due 2029
|
36264F AD3 /
U04020 AD2
|
3.625% Fixed Rate
Senior Notes due 2032
|
36264F AM3
|
3.625% Fixed Rate
Senior Notes due 2032
|
36264F AE1 /
U04020 AE0
|
4.000% Fixed Rate
Senior Notes due 2052
|
36264F AN1
|
4.000% Fixed Rate
Senior Notes due 2052
|
Notes issued by the UK Issuer
Description of the Original
Notes
|
Description of the Exchange
Notes
|
CUSIP Number
|
Title of Series of Original
Notes
|
CUSIP
Number
|
Title of Series of Exchange
Notes
|
36264N AA2 /
G4164D AA6
|
3.125% Fixed Rate
Senior Notes due 2025
|
36264N AB0
|
3.125% Fixed Rate
Senior Notes due 2025
|
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.
CONTACT: Investors, Sonya
Ghobrial, +44 7392 784784, Rakesh
Patel, +44 7552 484646, Emma
White, +44 7792 750133, Email:
investor-relations@haleon.com; Media, Zoe
Bird, +44 7736 746167, Nidaa
Lone, +44 7841 400607, Ross
Whittam, +44 7796 204198, Email:
corporate.media@haleon.com
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content:https://www.prnewswire.com/news-releases/haleon-plc-announces-exchange-offers-for-certain-series-of-notes-issued-in-private-placements-in-connection-with-the-separation-from-gsk-301636989.html
SOURCE Haleon plc