20-F: Haleon Details Securities Registered Under Exchange Act in 20-F Filing

Haleon's 20-F filing details the company's registered securities, including ordinary shares, American Depositary Shares (ADSs), and several series of fixed and floating rate senior notes.

Summary

• Haleon plc, as of December 31, 2023, has registered securities under Section 12(b) of the Securities Exchange Act of 1934, including ordinary shares (HLN) and American Depositary Shares (ADSs) listed on the New York Stock Exchange.
• The company's share capital is represented by 9,234,573,831 ordinary shares.
• Holders of ordinary shares believed to be Designated Persons are restricted from disposing of their shares without prior written consent.
• Each ADS represents the right to receive two ordinary shares.
• Haleon has outstanding debt securities, including fixed-rate senior notes due in 2025, 2027, 2029, 2032 and 2052, and callable fixed and floating rate senior notes due in 2024.
• The notes are listed on the New York Stock Exchange in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof.
• The notes are fully and unconditionally guaranteed by Haleon.
• The indenture does not contain covenants to protect noteholders against a reduction in creditworthiness.
• The US Issuer and the UK Issuer are required to pay additional amounts to noteholders to cover taxes withheld from payments.
• The Guarantor has agreed in the Indenture not to incur or assume any mortgage, charge, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien or other security agreement on or with respect to any of its or its subsidiaries property, assets or revenues, present or future, to secure any relevant indebtedness without securing the Notes equally and rateably.
• The US Issuer may redeem any series of US Issuer Notes in whole but not in part at any time prior to maturity, at a redemption price equal to 100 per cent. of their principal amount plus accrued interest to the date fixed for redemption, if the US Issuer determines that, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United Kingdom (or of any political subdivision or taxing authority thereof) or the United States (or of any political subdivision or taxing authority thereof), or any change in the application or official interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment becomes effective on or after the Issue Date.
• The UK Issuer may redeem the UK Issuer Notes in whole but not in part at any time prior to maturity, at a redemption price equal to 100 per cent. of their principal amount plus accrued interest to the date fixed for redemption, if the UK Issuer determines that, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United Kingdom (or of any political subdivision or taxing authority thereof) or the United States (or of any political subdivision or taxing authority thereof), or any change in the application or official interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment becomes effective on or after the Issue Date.
• The Notes will not be subject to any sinking fund.
• If a Change of Control Put Event occurs with respect to a series of Notes, the noteholders of such Series will have the option to require the relevant Issuer to redeem or, at such Issuers option, purchase (or procure the purchase of) the whole, but not part, of such noteholders Notes on the Change of Control Put Date at the Change of Control Redemption Amount together with interest accrued (but unpaid) to (but excluding) the Change of Control Put Date.
• An event of default with respect to a series of Notes will occur upon any of the following: default in payment of the principal of any Note of such series when due (including upon any redemption of such series of Notes), and, in the case of technical or administrative difficulties, the continuance of that default for more than two business days; default in payment of interest on, or any additional amounts payable in respect of, any Note of such series when due and payable, and the continuance of that default for 30 days; (a) with respect to the US Issuer Notes, default in performing any other covenant of the US Issuer and (b) with respect to the UK Issuer Notes, default in performing any other covenant of the UK Issuer, or the Guarantor in the Indenture for 90 days after the receipt of written notice specifying such default from the Trustee or from the noteholders of 25 per cent. in principal amount of the Notes of that series; default under any bond, debenture, note or other evidence of indebtedness for money borrowed of the US Issuer, with respect to the US Issuer Notes, or the UK Issuer, with respect to the UK Issuer Notes, or the Guarantor, as the case may be (not including any indebtedness for which recourse is limited to property purchased), having in any particular case an outstanding principal amount in excess of 100,000,000 (or its equivalent in any other currency) where any such failure results in such indebtedness being accelerated and becoming due and payable prior to its stated maturity and such acceleration shall not have been rescinded or annulled or such indebtedness shall not have been discharged provided that there shall not be deemed to be an event of default if such acceleration is rescinded or annulled or such payment is made within 10 days after there has been given to the applicable Issuer and the Guarantor by the Trustee, or to the applicable Issuer, the Guarantor and the Trustee by the noteholders representing 25 per cent. or more in aggregate principal amount of such series of the Notes a written notice specifying such default and requiring it to be remedied and stating that such notice is a Notice of Default hereunder; with respect to the US Issuer Notes, the Guarantee ceases to be, or is claimed by the US Issuer or Haleon not to be, in full force and effect or with respect to the UK Issuer Notes, the Guarantee ceases to be, or is claimed by the UK Issuer or Haleon not to be, in full force and effect; or certain events of bankruptcy, insolvency or reorganisation of the applicable Issuer or the Guarantor, as the case may be.
• Each of the Issuers may from time to time, without the consent of the relevant noteholders, create and issue further debt securities of the same series having the same terms and conditions in all respects as any of the relevant series of Notes being offered hereby, except for the issue date, the issue price and, in certain cases, the first payment of interest thereon.

Sentiment

Score: 5

Explanation: The document is factual and descriptive, lacking strong positive or negative sentiment. It primarily outlines the company's registered securities and related terms.

Positives

• The notes are fully and unconditionally guaranteed by Haleon.
• The US Issuer and the UK Issuer are required to pay additional amounts to noteholders to cover taxes withheld from payments.

Negatives

• The indenture does not contain covenants to protect noteholders against a reduction in creditworthiness.

Risks

• Holders of ordinary shares believed to be Designated Persons are restricted from disposing of their shares without prior written consent.
• The indenture does not contain covenants to protect noteholders against a reduction in creditworthiness.
• The Notes will not be guaranteed by any other subsidiary of Haleon and obligations under the Guarantee will therefore effectively be junior to obligations of any other subsidiary of Haleon.

Future Outlook

The document does not contain a future outlook.

Industry Context

This document is a standard regulatory filing and does not provide specific industry context beyond the company's own financial instruments.

Key Dates

Keywords

securities, ordinary shares, American Depositary Shares, senior notes, Haleon, debt, redemption, indenture