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, Oct. 31,
2022 /PRNewswire/ -- Haleon plc ("Haleon") (LSE: HLN,
NYSE: HLN) today announced the expiration and final results of its
previously announced 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), which was launched on September 29, 2022, 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 dated
September 29, 2022 (the "Exchange
Offer Documents"), Haleon offered 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 Exchange Offers expired at 5:00 p.m.
(Eastern time) on October 28,
2022 (the "Expiration Date"). The "Settlement Date" with
respect to the Exchange Offers will be promptly following the
Expiration Date and is expected to be November 2, 2022. Upon the settlement of the
Exchange Offers, holders of Original Notes who validly tendered and
did not validly withdraw such notes prior to the Expiration Date
will receive a like principal amount of Exchange Notes of the
applicable series.
The terms of each series of Exchange Notes to be issued upon the
settlement of the Exchange Offers are substantially identical to
the terms of the corresponding Original Notes of such series,
except that the Exchange Notes have been registered under the
Securities Act and the transfer restrictions, the special mandatory
redemption provisions and registration rights applicable to the
Original Notes will not apply to the Exchange Notes. As previously
disclosed, the sole purpose of the Exchange Offers was 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.
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") on
September 29, 2022 and declared
effective on October 27, 2022. The
Exchange Offers were made pursuant to the terms and subject to the
conditions set forth in a prospectus filed with the SEC dated as of
October 27, 2022 (as the same
may be amended or supplemented, the "Prospectus"), which forms part
of the Registration Statement.
Global Bondholder Services Corporation acted 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.
Notes issued by the US Issuer
Description of the Original
Notes
|
|
|
CUSIP Number
|
Title of Series of Original
Notes
|
Principal
Amount of
Original Notes Outstanding
|
Title of Series
of Exchange Notes
|
Principal Amount of
Original Notes
Validly Tendered
and Accepted
|
36264F AA9
/
U04020 AA8
|
3.024% Callable Fixed
Rate Senior
Notes due 2024
|
$700,000,000
|
3.024% Callable Fixed
Rate Senior
Notes due 2024
|
$657,756,000
|
36264G AB5 /
U0396G AB9
|
Callable Floating Rate
Senior Notes
due 2024
|
$300,000,000
|
Callable Floating Rate
Senior
Notes due 2024
|
$299,625,000
|
36264F AB7
/
U04020 AB6
|
3.375% Fixed Rate
Senior Notes due
2027
|
$2,000,000,000
|
3.375% Fixed Rate
Senior
Notes due 2027
|
$1,967,835,000
|
36264F AC5 /
U04020 AC4
|
3.375% Fixed Rate
Senior Notes due
2029
|
$1,000,000,000
|
3.375% Fixed Rate
Senior
Notes due 2029
|
$998,838,000
|
36264F AD3 /
U04020 AD2
|
3.625% Fixed Rate
Senior Notes due
2032
|
$2,000,000,000
|
3.625% Fixed Rate
Senior
Notes due 2032
|
$1,998,4049,000
|
36264F AE1 /
U04020 AE0
|
4.000% Fixed Rate
Senior Notes due
2052
|
$1,000,000,000
|
4.000% Fixed Rate
Senior
Notes due 2052
|
$999,943,000
|
Notes issued by the UK Issuer
Description of the Original
Notes
|
|
|
CUSIP Number
|
Title of Series of Original
Notes
|
Principal
Amount of
Original Notes
Outstanding
|
Title of Series
of Exchange Notes
|
Principal Amount of
Original Notes
Validly Tendered
and Accepted
|
36264N AA2
/
G4164D AA6/
|
3.125% Fixed Rate
Senior Notes due
2025
|
$1,750,000,000
|
3.125% Fixed Rate
Senior Notes
due 2025
|
$1,398,665,000
|
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.
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content:https://www.prnewswire.com/news-releases/haleon-plc-announces-expiration-and-results-of-exchange-offers-for-certain-series-of-notes-issued-in-private-placements-in-connection-with-the-separation-from-gsk-301663429.html
SOURCE Haleon plc