Filed Pursuant to Rule 424(b)(3)
Registration No. 333-266358
PROSPECTUS SUPPLEMENT NO. 3
(to the prospectus dated
October 11, 2022)
Haleon plc
3,559,371,012 Ordinary Shares
295,506,362 American Depositary Shares, representing 591,012,724 Ordinary Shares
This prospectus supplement (this prospectus supplement) supplements the prospectus dated October 11, 2022 (as supplemented to date, the
Prospectus), which forms a part of our registration statement on Form F-1 (No. 333-266358). This prospectus supplement is being filed to update
and supplement the information in the Prospectus with the information contained in our Current Report on Form 6-K, filed with the Securities and Exchange Commission on March 2, 2023 (the Form 6-K), as attached to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the
offer and sale from time to time by the selling securityholders identified in the Prospectus (collectively, the selling securityholders) of up to (i) 3,559,371,012 ordinary shares, nominal value £0.01 per share (Ordinary
Shares) and (ii) 295,506,362 American Depositary Shares (ADSs), representing 591,012,724 Ordinary Shares, which were issued to the selling securityholders in connection with the Separation (as defined in the Prospectus). The
Prospectus and this prospectus supplement also cover any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except
in combination with, the Prospectus, including any amendments or supplements thereto. Any statement in the Prospectus that is modified or superseded hereby is not deemed to constitute a part of the Prospectus, except as modified or superseded by
this prospectus supplement. Except to the extent that the information in this prospectus supplement modifies or supersedes the information contained in the Prospectus, this prospectus supplement should be read in conjunction with the Prospectus and
if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
The Ordinary Shares are admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority (FCA) and traded on the
main market for listed securities of the London Stock Exchange plc (LSE) under the symbol HLN. The ADSs are listed on the New York Stock Exchange (NYSE) under the symbol HLN. On March 1, 2023 the
closing sale price as reported on the LSE of the Ordinary Shares was £3.266 per share and the closing sale price as reported on the NYSE of the ADSs was $7.92 per ADS.
We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. You should
read the entire Prospectus, this prospectus supplement and any amendments or supplements carefully before you make your investment decision.
Investing
in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in Risk Factors beginning on page 31 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is March 2, 2023