Sec Form 13D Filing - GSK plc filing for Haleon plc (HLN) - 2023-10-10

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 3) *

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Haleon plc

(Name of Issuer)

 

Ordinary Shares, nominal value £0.01 per share

(Title of Class of Securities)

 

405552100*

(CUSIP Number)

 

Victoria A. Whyte

GSK plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 10, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

*Represents the CUSIP of the Issuer’s American Depositary Shares (“ADSs”), each representing two ordinary shares, nominal value £0.01 per share. 

 

 

 

CUSIP No. 405552100

13D

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1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GSK plc
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER 685,320,110 (1)
		8.		SHARED VOTING POWER 0
		9.		SOLE DISPOSITIVE POWER 685,320,110 (1)
		10.		SHARED DISPOSITIVE POWER 52,812,612 (2)

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 738,132,722 (1) (2)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% (3)
14.		TYPE OF REPORTING PERSON (see instructions) CO

 

Footnotes: 

 

(1)

Includes (i) 262,727,073 ordinary shares, nominal value £0.01 per share (“Ordinary Shares”) of Haleon plc (the “Issuer” or “Haleon”), which are held by Glaxo Group Limited (“GGL”), an indirect wholly owned subsidiary of GSK plc (“GSK”), and (ii) 422,593,037 Ordinary Shares held by GSK (No. 1) Scottish Limited Partnership (“SLP 1”), a Scottish limited partnership controlled by GSK.

(2)	Includes 52,812,612 Ordinary Shares held by GSK’s consolidated Employee Share Ownership Plan (“ESOP”) trusts.

(3)	Based on 9,234,573,831 Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2023.

 

 

 

CUSIP No. 405552100

13D

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Item 1. Security and Issuer.

 

This Amendment No. 3 to Schedule 13D (this “Statement”) amends and supplements the statement on Schedule 13D originally filed on July 27, 2022, as amended on May 16, 2023 and on September 11, 2023 (the “Schedule 13D”) with respect to the Ordinary Shares of Haleon, a public limited company incorporated under the laws of England and Wales. The Issuer’s principal executive offices are located at Building 5, First Floor, The Heights, Weybridge, Surrey KT13 0NY, United Kingdom. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

  

Item 2. Identity and background.

 

The response set forth in Item 2 of the Schedule 13D is hereby amended by (i) deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached and (ii) replacing Item 2 with the following:

 

This Statement is being filed on behalf of GSK, a public limited company incorporated under the laws of England and Wales. GSK and its subsidiaries constitute a global biopharma company with a purpose to unite science, technology, and talent to get ahead of disease together, with its principal offices located at 980 Great West Road, Brentford, Middlesex TW8 9GS, England. Set forth in Schedule 1 to this Statement are the name, business address and present principal occupation or employment and citizenship of each executive officer and director of GSK. The Ordinary Shares are held directly by GGL and SLP 1.

 

During the last five years prior to the date hereof, neither GSK nor, to the best knowledge of GSK, any of the other persons with respect to whom information is given in response to this Item 2 has been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by replacing the tenth paragraph (under the heading “Sale of Haleon Shares”) thereof with the following:

 

On May 11, 2023, GGL, as the seller, entered into a secondary block trade agreement with Merrill Lynch International (the “MLI”) as the placement manager, pursuant to which MLI agreed to use its reasonable endeavors to procure purchasers for up to 240,000,000 Ordinary Shares at a price to be determined pursuant to an accelerated book building process. Pursuant to the terms of sale dated May 11, 2023, the number of Ordinary Shares sold was determined to be 240,000,000 at a price of 335 pence per Ordinary Share. The transaction closed on May 16, 2023.

 

On October 5, 2023, SLP 1, GSK (No. 2) Scottish Limited Partnership (“SLP 2”), a Scottish limited partnership controlled by GSK, and GSK (No. 3) Scottish Limited Partnership (“SLP 3”), a Scottish limited partnership controlled by GSK (SLP 1, SLP 2 and SLP 3 together, the “SLPs”), as the sellers, entered into a secondary block trade agreement (“Secondary Block Trade Agreement”) with MLI and Citigroup Global Markets Limited, as the placement managers (the “Placement Managers”), pursuant to which the Placement Managers agreed, severally and not jointly or jointly and severally, to use their respective reasonable endeavors to procure purchasers for 270,000,000 Ordinary Shares at a price to be determined pursuant to an accelerated book building process. Pursuant to the terms of sale dated October 5, 2023, the number of Ordinary Shares sold was determined to be 270,000,000, of which 15,125,763 were sold by SLP 1, 164,375,414 were sold by SLP 2 and 90,498,823 were sold by SLP 3, at a price of 328 pence per Ordinary Share. The transaction closed on October 10, 2023 (the “Closing Date”).

 

In connection with Secondary Block Trade Agreement, on October 5, 2023, GGL, Pfizer, the SLPs and the Placement Managers entered into a lock-up deed (the “Lock-Up Deed”). Pursuant to the Lock-Up Deed, each of GSK, Pfizer and each of the SLPs undertook that it would not, and would procure that the members of its group (including in relation to GSK, the SLPs) would not, directly or indirectly, offer, sell, lend, pledge or engage in any other disposal of Ordinary Shares for 60 days after the Closing Date, subject to certain customary exceptions. The Lock-Up Deed provides that the lock-up may be released during such period (which shall apply pro rata to the Pfizer group, on the one hand, and the GSK group (including the SLPs), on the other hand, in accordance with their relative ownership of Issuer shares as of the date of the release) upon the Placement Managers’ written agreement.

 

 

CUSIP No. 405552100

13D

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Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended by replacing it with the following:

 

a.

GSK beneficially owns 738,132,722 Ordinary Shares, which represents 8.0% of 9,234,573,831 Ordinary Shares outstanding as of June 30, 2023, as reported in the Issuer’s Form 6-K filed with the SEC on August 2, 2023.

b.

GSK has (i) the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of 262,727,073 Ordinary Shares held by GGL and 422,593,037 Ordinary Shares held by SLP 1 and (ii) the shared power to dispose or to direct the disposition of 52,812,612 Ordinary Shares held by the ESOP trusts.

c.

Except as described herein, no transaction in shares of Ordinary Shares were effected during the past 60 days by GSK.

d.

No person, other than (i) GSK, (ii) SLP 1, and (iii) the ESOP trusts, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Ordinary Shares beneficially owned by GSK.

 

In addition, by virtue of the Orderly Marketing Agreement and the Lock-Up Deed, GSK, the SLPs and Pfizer may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act. Based on information contained in the Pfizer Schedule 13D filing (as defined below), the “group” may collectively be deemed to beneficially own an aggregate of 3,640,383,736 Ordinary Shares (including interests in Ordinary Shares held indirectly through holdings of ADSs), which represents approximately 39.4% of the Issuer’s outstanding Ordinary Shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that GSK, the SLPs and Pfizer are members of any such group. Pursuant to Rule 13d-4 under the Act, GSK expressly disclaims beneficial ownership of any securities of the Issuer held by Pfizer, and nothing herein shall be deemed an admission by GSK as to the beneficial ownership of any such securities. Pfizer has filed a separate statement of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing the required information for itself (the “Pfizer Filing”). GSK assumes no responsibility for the information contained in any filings by any other person, including the Pfizer Filing. Except as disclosed herein, this Schedule 13D does not reflect any Ordinary Shares or ADSs beneficially owned by Pfizer.

 

e.

Not applicable.

 

Item 7. Material to Be Filed as Exhibits.

 

Descriptions of documents set forth on this Schedule are qualified in their entirety by reference to the exhibits listed in this Item 7.

 

Exhibit		Name
13		Secondary Block Trade Agreement dated October 5, 2023 between GSK (No. 1) Scottish Limited Partnership, GSK (No. 2) Scottish Limited Partnership, GSK (No. 3) Scottish Limited Partnership, Merrill Lynch International and Citigroup Global Markets Limited.
14		Terms of Sale dated October 5, 2023 between GSK (No. 1) Scottish Limited Partnership, GSK (No. 2) Scottish Limited Partnership, GSK (No. 3) Scottish Limited Partnership, Merrill Lynch International and Citigroup Global Markets Limited.
15		Lock-Up Deed dated October 5, 2023 among Glaxo Group Limited, Pfizer Inc., GSK (No. 1) Scottish Limited Partnership, GSK (No. 2) Scottish Limited Partnership, GSK (No. 3) Scottish Limited Partnership, Merrill Lynch International and Citigroup Global Markets Limited.

 

 

CUSIP No. 405552100

13D

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: 10 October 2023

 

	GSK plc
	By:		/s/ Victoria A. Whyte
	Name: Victoria A. Whyte
	Title: Authorized Signatory

  

 

 

 

 

CUSIP No. 405552100

13D

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Schedule 1

 

Name		Business Address		Principal Occupation or Employment		Citizenship
Board of Directors
Sir Jonathan Symonds CBE		980 Great West Road Brentford Middlesex TW8 9GS, England		Chair and Company Director		British
Emma Walmsley		980 Great West Road Brentford Middlesex TW8 9GS, England		Executive Director and Chief Executive Officer		British
Julie Brown		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director and Chief Financial Officer		British
Elizabeth McKee Anderson		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		US
Charles Bancroft		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		US
Dr. Hal Barron		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		US
Dr. Anne Beal		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		US
Wendy Becker		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		British
Dr. Harry (Hal) Dietz		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		US
Dr. Jesse Goodman		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		US
Urs Rohner		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		Swiss
Dr. Vishal Sikka		980 Great West Road Brentford Middlesex TW8 9GS, England		Company Director		US

 

 

 

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GSK Leadership Team
Name	Business Address	Principal Occupation or Employment	Citizenship
Emma Walmsley	980 Great West Road Brentford Middlesex TW8 9GS, England	Chief Executive Officer	British
Julie Brown	980 Great West Road Brentford Middlesex TW8 9GS, England	Chief Financial Officer	British
Diana Conrad	980 Great West Road Brentford Middlesex TW8 9GS, England	Chief People Officer	Canadian
James Ford	980 Great West Road Brentford Middlesex TW8 9GS, England	SVP and Group General Counsel, Legal and Compliance	British & US
Sally Jackson	980 Great West Road Brentford Middlesex TW8 9GS, England	SVP, Global Communications and CEO Office	British
Luke Miels	980 Great West Road Brentford Middlesex TW8 9GS, England	Chief Commercial Officer	Australian
Shobana Ramakrishnan	980 Great West Road Brentford Middlesex TW8 9GS, England	Chief Digital & Technology Officer	US
David Redfern	980 Great West Road Brentford Middlesex TW8 9GS, England	President, Corporate Development	British
Regis Simard	980 Great West Road Brentord Middlesex TW8 9GS, England	President, Global Supply Chain	French & British
Philip Thomson	980 Great West Road Brentford Middlesex TW8 9GS, England	President, Global Affairs	British
Deborah Waterhouse	980 Great West Road Brentford Middlesex TW8 9GS, England	CEO, ViiV Healthcare, and President Global Health	British
Tony Wood	980 Great West Road Brentford Middlesex TW8 9GS, England	Chief Scientific Officer	British