HLN Haleon plc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

 

(Amendment No. 1)

 

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended

 

December 31, 2023

 

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No.  001-41411

 

Haleon plc

England and Wales

 

Building 5, First Floor

The Heights

Weybridge

KT13 0NY

United Kingdom

Telephone: +44 1932 822000

 

Amanda Mellor

Company Secretary

company.secretary@haleon.com

Telephone: +44 1932 822000

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, nominal value £0.01 per share		HLN		New York Stock Exchange1
American Depositary Shares, each representing two Ordinary Shares		HLN		New York Stock Exchange
3.024% Callable Fixed Rate Senior Notes due 2024		HLN/24		New York Stock Exchange
Callable Floating Rate Senior Notes due 2024		HLN/24A		New York Stock Exchange
3.125% Fixed Rate Senior Notes due 2025		HLN/25		New York Stock Exchange
3.375% Fixed Rate Senior Notes due 2027		HLN/27		New York Stock Exchange
3.375% Fixed Rate Senior Notes due 2029		HLN/29		New York Stock Exchange
3.625% Fixed Rate Senior Notes due 2032		HLN/32		New York Stock Exchange
4.000% Fixed Rate Senior Notes due 2052		HLN/52		New York Stock Exchange

 

¹Not for trading, but only in connection with the listing of the American Depositary Shares on the New York Stock Exchange.

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act

None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

9,234,573,831 Ordinary Shares, nominal value £0.01 per share, as of 15 March, 2024

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ¨ No x

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	Accelerated filer	Non-accelerated filer	Emerging growth company
x	¨	¨	¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP	International Financial Reporting Standards as issued by the International	Other
¨	Accounting Standards Board x	¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

Item 17 ¨ Item 18 ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ¨

 

No x

  

Auditor Firm Id: 1118		Auditor Name: KPMG LLP		Auditor Location: London, United Kingdom
Auditor Firm Id: 185		Auditor Name: KPMG LLP		Auditor Location: New York, NY, USA
Auditor Firm Id: 1147		Auditor Name: Deloitte LLP		Auditor Location: London, United Kingdom

 

Building 5, First Floor The Heights Weybridge KT13 0NY United Kingdom

 

EXPLANATORY NOTE

 

Haleon plc (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (the “Form 20-F/A”) to amend its annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “2023 Form 20-F”) as originally filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024 to (i) clarify the date on which KPMG LLP (US) (“KPMG US”) declined to stand for re-election as the Company’s principal accountants in respect of the US, and (ii) include as exhibit 15.4 a letter from KPMG US as required by Item 16F(a)(3) of Form 20-F. Accordingly, the disclosure in the section entitled “Change in certifying accountant” on page 192 of the 2023 Form 20-F is hereby deleted in its entirety and replaced with the following disclosure:

 

“Change in certifying accountant

 

On 20 April 2023, Haleon shareholders approved the appointment of KPMG LLP (KPMG UK) as its principal accountants for the financial year ending 31 December 2023 at its AGM for appointment as of 3 May 2023. KPMG US, which was formerly serving as the Company’s principal accountants declined to stand for re-election on 12 October 2022, when the request for proposal was issued by Haleon in respect of the statutory and PCAOB audit tender for its fiscal year ending 31 December 2023. The decision to change principal accountants was approved by the Haleon plc Board on the recommendation of the Company’s Audit & Risk Committee.

 

In respect of the financial year ended 31 December 2022 and in the subsequent interim period up to 3 May 2023, in connection with the audit of our consolidated financial statements, there were no: (i) disagreements with KPMG US on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (ii) reportable events.

 

The audit report of KPMG US on the Consolidated Financial Statements of Haleon plc and subsidiaries as of and for the year ended 31 December 2022 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

 

We have provided KPMG US with a copy of the foregoing disclosure, and we have requested that it furnish us with a letter addressed to the SEC stating whether or not it agrees with the above disclosures. A copy of this letter from KPMG US is attached as Exhibit 15.4 to this Form 20-F/A.

 

We did not consult KPMG UK during the two most recent financial years ended 31 December 2022 and 2021 or in the subsequent interim period up to 3 May 2023 regarding (i) the application of accounting principles to a specified transaction, either completed or proposed or the type of audit opinion that might be rendered on our Financial Statements; or (ii) any matter that was the subject of a disagreement as that term is used in Item 16F(a)(1)(iv) of Form 20-F or a ‘reportable event’ as described in Item 16F(a)(1)(v) of Form 20-F.”

 

Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, revise, update, amend or restate the information presented in any Item of the 2023 Form 20-F or reflect any events that have occurred after the filing of the 2023 Form 20-F.

 

 

Exhibits

 

Exhibit 12.1	​	Certification of Brian McNamara filed pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
​	​	​
Exhibit 12.2	​	Certification of Tobias Hestler filed pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
​	​	​
Exhibit 13.1	​	Certification of Brian McNamara and Tobias Hestler furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​
Exhibit 15.4	​	Letter from KPMG US to the Securities and Exchange Commission regarding a change in certifying accountant.

 

 

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No.1 to its Annual Report on Form 20-F on its behalf.

 

Haleon plc

 

Date: May 24, 2024

 

/s/ Tobias Hestler
Tobias Hestler
Chief Financial Officer

 

 

Exhibit 12.1

 

I, Brian McNamara, certify that:

 

1.

I have reviewed this Annual Report on Form 20-F/A of Haleon plc;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.

The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the company and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

 

5.

The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

 

Date: May 24, 2024
/s/ Brian McNamara
Brian McNamara
Chief Executive Officer

 

 

Exhibit 12.2

 

I, Tobias Hestler, certify that:

 

1.

I have reviewed this Annual Report on Form 20-F/A of Haleon plc;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.

The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures {as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d -15(f)) for the company and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

 

5.

The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

 

Date: May 24, 2024
/s/ Tobias Hestler
Tobias Hestler
Chief Financial Officer

 

 

Exhibit 13.1

 

906 Certification

 

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F/A for the year ended December 31, 2023 (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

Brian McNamara, the Chief Executive Officer, and Tobias Hestler, the Chief Financial Officer of Haleon plc, each certifies that, to the best of his knowledge:

 

1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Haleon plc.

 

Date: May 24, 2024
By:	/s/ Brian McNamara
	Name: Brian McNamara
	Title: Chief Executive Officer
By:	/s/ Tobias Hestler
	Name: Tobias Hestler
	Title: Chief Financial Officer

 

 

 

Exhibit 15.4

 

May 24, 2024

 

Securities and Exchange Commission
Washington, D.C. 20549

 

Ladies and Gentlemen:

 

We were previously principal accountants for Haleon plc and subsidiaries (Haleon or the Company) and, under the date of March 20, 2023, we reported on the consolidated financial statements of Haleon as of and for the year ended December 31, 2022. We declined to stand for re-election on October 12, 2022, when the request for proposal was issued by Haleon in respect of the statutory and PCAOB audit tender for its fiscal year ending December 31, 2023, and on May 3, 2023 the auditor-client relationship ceased. We have read Haleon’s statements included under the caption "Change in certifying accountant" of its Form 20-F/A dated May 24, 2024, and we agree with such statements, except that we are not in a position to agree or disagree with Haleon’s statement included in the first paragraph that the change of newly engaged accountants was approved by the Board of Directors. We are also not in a position to agree or disagree with any of the Company's statements included in the fifth paragraph relating to the Company consulting with KPMG LLP (UK).

 

Very truly yours,

 

/s/ KMPG LLP

 

v3.24.1.1.u2

Cover - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 15, 2024
Entity Addresses [Line Items]
Document Type	20-F/A
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41411
Entity Registrant Name	Haleon plc
Entity Central Index Key	0001900304
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	Building 5, First Floor
Entity Address, Address Line Two	The Heights
Entity Address, City or Town	Weybridge
Entity Address, Country	GB
Entity Address, Postal Zip Code	KT13 0NY
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Entity Common Stock, Shares Outstanding			9,234,573,831
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	1118	185
Auditor Name	KPMG LLP	KPMG LLP
Auditor Location	London, United Kingdom	New York, NY, USA
Deloitte Llp [Member]
Entity Addresses [Line Items]
Auditor Firm ID		1147
Auditor Name		Deloitte LLP
Auditor Location		London, United Kingdom
Ordinary shares [member]
Entity Addresses [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value £0.01 per share
Trading Symbol	HLN
Security Exchange Name	NYSE
American Depositary Shares Each Representing Two Ordinary Shares [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing two Ordinary Shares
Trading Symbol	HLN
Security Exchange Name	NYSE
3.024% Callable Fixed Rate Senior Notes due 2024 [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	3.024% Callable Fixed Rate Senior Notes due 2024
Trading Symbol	HLN/24
Security Exchange Name	NYSE
Callable Floating Rate Senior Notes due 2024 [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	Callable Floating Rate Senior Notes due 2024
Trading Symbol	HLN/24A
Security Exchange Name	NYSE
3.125% Fixed Rate Senior Notes due 2025 [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	3.125% Fixed Rate Senior Notes due 2025
Trading Symbol	HLN/25
Security Exchange Name	NYSE
3.375% Fixed Rate Senior Notes due 2027 [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	3.375% Fixed Rate Senior Notes due 2027
Trading Symbol	HLN/27
Security Exchange Name	NYSE
3.375% Fixed Rate Senior Notes due 2029 [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	3.375% Fixed Rate Senior Notes due 2029
Trading Symbol	HLN/29
Security Exchange Name	NYSE
3.625% Fixed Rate Senior Notes due 2032 [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	3.625% Fixed Rate Senior Notes due 2032
Trading Symbol	HLN/32
Security Exchange Name	NYSE
4.000% Fixed Rate Senior Notes due 2052 [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	4.000% Fixed Rate Senior Notes due 2052
Trading Symbol	HLN/52
Security Exchange Name	NYSE
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Building 5,
Entity Address, Address Line Two	First Floor
Entity Address, Address Line Three	The Heights
Entity Address, City or Town	Weybridge
Entity Address, Country	GB
Entity Address, Postal Zip Code	KT13 0NY
City Area Code	+44
Local Phone Number	1932 822000
Contact Personnel Name	Amanda Mellor

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