Haleon : Final prospectus supplement filed with the SEC

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 Filed Pursuant to Rule 424(b)(1)   Registration No. 333-273103

Prospectus Supplement

(To Prospectus dated July 3, 2023)

Haleon plc

790,554,820 Ordinary Shares

Including 196,554,820 Ordinary Shares represented by American Depositary Shares

Pfizer Inc. ("Pfizer" or the "Selling Securityholder") is offering 790,554,820 ordinary shares ("Ordinary Shares") in Haleon plc ("Haleon"), by means of

1. a public offering in the United States of Ordinary Shares, including Ordinary Shares in the form of American Depositary Shares ("ADSs"), each ADS representing two Ordinary Shares, which offering we refer to as the "U.S. Offer", and (ii) a concurrent offer outside the United States of Ordinary Shares, to qualifying investors for purposes of, and in accordance with, applicable local laws and regulations in the jurisdictions in which such offer is being made (the "International Offer", and together with the U.S. Offer, the "Global Offer").

Haleon is not selling any Ordinary Shares or ADSs in the Global Offer, and Haleon will not receive any of the proceeds from the sale of the Ordinary Shares and ADSs sold by the Selling Securityholder. See "Use of Proceeds".

The public offering price in the Global Offer is $7.85 per ADS, and £3.08 per Ordinary Share.

At the same time as, or immediately following and on the same day as, the completion of the Global Offer, Haleon expects to repurchase from Pfizer 102,272,727 Ordinary Shares having an aggregate repurchase price of £315 million (the "Share Buyback"), subject to the terms and conditions of the Share Purchase Deed, dated as of September 11, 2023, by and between Pfizer and Haleon and approved by Haleon's shareholders at its annual general meeting on April 20, 2023. The Share Buyback is conditional upon, amongst other matters, (i) the successful completion of the Global Offer; and (ii) as the Share Buyback would constitute a "smaller" related party transaction under Chapter 11 of the Listing Rules made by the FCA pursuant to section 72A of the Financial Services and Markets Act 2000 (the "Listing Rules"), the receipt of confirmation from Haleon's sponsor that the terms of the Share Buyback are fair and reasonable as far as Haleon's shareholders are concerned (as required under Listing Rule 11.1.10); see "Summary - Share Buyback from Pfizer" for a discussion of additional conditions to the completion of the Share Buyback. The purchase price per Ordinary Share in the Share Buyback will be equal to the public offering price per Ordinary Share in the Global Offer. See "Summary - Share Buyback from Pfizer".

The Ordinary Shares are admitted to the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange ("LSE") under the ticker symbol "HLN." The ADSs are listed on the New York Stock Exchange ("NYSE") under the ticker symbol "HLN." The last reported sale price of Haleon's Ordinary Shares on the LSE on March 15, 2024 was £3.223 per Ordinary Share, and the last reported sale price of Haleon's ADSs on the NYSE on March 15, 2024 was $8.31 per ADS.

Investing in these securities involves certain risks. See "Risk Factors" beginning on page S-5of this prospectus supplement, "Risk Factors - Risks Relating to the Ordinary Shares and ADSs" beginning on page 4in the accompanying prospectus and "Risk Factors" in our Annual Report and Form 20-Ffor the year ended December 31, 2023 (the "2023 Annual Report"), which is incorporated by reference herein to read about factors you should consider before investing in the securities offered in this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

	Per Ordinary					Total(1)
			Share	Per ADS
Public offering price		£	3.08		$	7.85		$	3,100,000,005.27
Underwriting discount and commissions(2)	£	0.029260		$	0.074575		$	29,450,000.05
Proceeds, before expenses, to the Selling Securityholder	£	3.050740		$	7.775425		$	3,070,550,005.22

1. For purposes of calculating the Total, values Per Ordinary Share that are denominated in Pounds Sterling are converted into USD using an exchange rate of £1.00 to $1.2727.
2. See "Underwriting" for a description of the compensation payable to the underwriters. The underwriters will not be entitled to any underwriting discounts or commission in respect of the Ordinary Shares to be repurchased by us.

The total number of Ordinary Shares (including Ordinary Shares in the form of ADSs) to be sold in the U.S. Offer and the International Offer is subject to reallocation between them as permitted under applicable laws and regulations.

The underwriters expect to deliver, or procure delivery of, the Ordinary Shares and ADSs against payment therefore on March 21, 2024.

	Joint Global Coordinators and Joint Bookrunners
Citigroup		Morgan Stanley
		Joint Bookrunners
Barclays		J.P. Morgan	UBS Investment Bank
		Co-Lead Managers
BNP PARIBAS	Mizuho	RBC Capital Markets	SOCIETE GENERALE

Prospectus Supplement dated March 19, 2024

TABLE OF CONTENTS

TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement

S-iii

Note Regarding Forward-Looking Statements

S-iii

Summary

S-1

Risk Factors

S-5

Use of Proceeds

S-6

Capitalization

S-7

Selling Securityholder

S-8

Dividend Policy

S-9

Settlement

S-10

Taxation

S-11

Underwriting

S-12

Where You Can Find More Information About Us

S-20

Legal Matters

S-21

Experts

S-21

Expenses

S-21

Prospectus

About This Prospectus

1

Cautionary Statement Concerning Forward-Looking Statements

2

Risk Factors

4

Where You Can Find More Information About Us

14

Enforceability of Certain Civil Liabilities

16

Haleon plc

17

Haleon US Capital LLC

17

Haleon UK Capital plc

17

Finance Subsidiaries

18

Use of Proceeds

19

Capitalization

20

Legal Ownership

22

Description of Debt Securities and Guarantees

24

Description of Ordinary Shares and Non-Voting Preference Shares

41

Description of American Depositary Shares

52

Clearance and Settlement

62

Taxation

66

Selling Securityholders

88

Plan of Distribution

90

Shares Eligible for Future Sale

96

Validity of Securities

97

Experts

97

Expenses

97

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We have not, and the Selling Securityholder and the underwriters have not, authorized anyone to provide any information or to make any representation other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectuses prepared by or on behalf of Haleon or the Selling Securityholder. Haleon, the Selling Securityholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement is an offer to sell only the Ordinary Shares and ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so, and the accompanying prospectus and any free writing prospectus prepared by or on behalf of Haleon or the Selling Securityholder constitute an offer to sell only the securities explicitly referred therein, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus prepared by or on behalf of Haleon or the Selling Securityholder and in the documents incorporated herein or therein by reference is accurate only as of the respective dates of such documents, regardless of the time of delivery of those documents or any sale of our Ordinary Shares or ADSs. Our business, financial condition, results of operations and prospects may have changed since those dates.

For investors outside the United States: We have not done anything that would permit the Global Offer or possession or distribution of this prospectus supplement in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictions relating to, the Global Offer of the securities described herein and the distribution of this prospectus supplement outside the United States.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the Global Offer. The second part is the accompanying prospectus, which describes more general information regarding Haleon's securities, some of which does not apply to the Global Offer. This prospectus supplement and the accompanying prospectus are part of an automatic shelf registration statement on Form F-3 (File No. 333-273103), that we filed with the Securities and Exchange Commission ("SEC") using the SEC's shelf registration rules. You should read both this prospectus supplement and the accompanying prospectus, together with additional information incorporated by reference herein and therein as described under the heading "Where You Can Find More Information About Us" in this prospectus supplement and "Where You Can Find More Information About Us" in the accompanying prospectus.

Unless the context indicates otherwise, the terms "Haleon" or the "Company" refer to Haleon plc, a public limited company incorporated in England and Wales, and "we," "our," "us" or like terms refer to the Company together with its consolidated subsidiaries and subsidiary undertakings from time to time.

If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement. The information contained in this prospectus supplement or the accompanying prospectus or in the documents incorporated by reference herein and therein is only accurate as of their respective dates.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents which we incorporate by reference into this prospectus supplement or the accompanying prospectus contain certain statements that 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, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Forward-looking statements give Haleon's current expectations and projections about future events, including strategic initiatives and future financial condition and performance, and so Haleon's actual results may differ materially from what is expressed or implied by such forward-looking statements. Forward-looking statements sometimes use words such as "expects," "anticipates," "believes," "targets," "plans," "intends," "aims," "projects," "indicates," "may," "might," "will," "should," "potential," "could" and words of similar meaning (or the negative thereof). All statements, other than statements of historical facts, included in this prospectus supplement are forward-looking statements. Such forward-looking statements include, but are not limited to, statements relating to future actions, prospective products or product approvals, delivery on strategic initiatives (including but not limited to acquisitions, realizations of efficiencies and responsible business goals), 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.

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 prospectus supplement. These forward-looking 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.

Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. We discuss many of these risks, uncertainties and other factors in greater detail under "Group Information - Risk Factors" on pages 193 to 201 in our Annual Report and Form 20-Ffor the financial year ended December 31, 2023 (the "2023 Annual Report"), which is incorporated by reference herein, "Risk Factors" beginning on page 4 of the accompanying prospectus and "Risk Factors" beginning on page S-5 of this prospectus supplement.

Except as may be required by applicable legal or regulatory obligations, we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should, however, consult any additional disclosures that Haleon may make in any documents which it publishes and/or files with the SEC and take note of these disclosures, wherever you are located.

No statement in this document is or is intended to be a profit forecast or profit estimate.

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SUMMARY

This summary should be read together with this entire prospectus supplement and the accompanying prospectus, including the "Risk Factors" section of this prospectus supplement, the "Risk Factors - Risks Related to the Ordinary Shares and ADSs" section in the accompanying prospectus and the "Risk Factors" section of the 2023 Annual Report, and the documents incorporated by reference into this prospectus supplement and accompanying prospectus, which are described under "Where You Can Find More Information About Us" in the accompanying prospectus.

Securities offered by the Selling Securityholder in the Global Offer

ADSs

Ordinary Shares to be outstanding immediately after the Global Offer and the Share Buyback

Underwriters

Share Buyback from Pfizer

Settlement

790,554,820 Ordinary Shares, comprised of (i) 594,000,000 Ordinary Shares, and (ii) 98,277,410 ADSs, representing 196,554,820 Ordinary Shares.

The U.S. Offer and the International Offer together constitute a single offering of securities that will occur simultaneously. The total number of securities sold in the U.S. Offer and the International Offer is subject to reallocation between these offerings as permitted under the applicable laws and regulations.

Each ADS represents two Ordinary Shares.

9,132,301,104 Ordinary Shares (which may be represented by ADSs), reflecting the aggregate number of Ordinary Shares outstanding following the cancellation of the 102,272,727 Ordinary Shares repurchased in the Share Buyback.

Citigroup Global Markets Inc., Citigroup Global Markets Limited, Morgan Stanley & Co. LLC, Barclays Bank PLC, Barclays Capital Inc., J.P. Morgan Securities LLC, J.P. Morgan Securities plc, UBS AG, London Branch, UBS Securities LLC, BNP Paribas, BNP Paribas Securities Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC, RBC Europe Limited and SG Americas Securities, LLC.

At the same time as, or immediately following and on the same day as, the completion of the Global Offer, we expect to repurchase from Pfizer 102,272,727 Ordinary Shares having an aggregate repurchase price of £315 million, subject to certain conditions set out in the Share Purchase Deed being met (including the successful completion of the Global Offer and, as the Share Buyback would constitute a "smaller" related party transaction under Chapter 11 of the Listing Rules, the receipt of confirmation from our sponsor that the terms of the Share Buyback are fair and reasonable as far as our shareholders are concerned as required under Listing Rule 11.1.10). The purchase price per Ordinary Share in the Share Buyback will be equal to the public offering price per Ordinary Share in the Global Offer. See "- Share Buyback from Pfizer".

Payment for our ADSs must be made in U.S. dollars through the facilities of The Depository Trust Company ("DTC"). The Selling Securityholder expects that the ADSs will be delivered and settled through the facilities of DTC on or about

March 21, 2024.

Settlement of transactions in our Ordinary Shares (other than Ordinary Shares represented by ADSs) must be made in

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	Pound Sterling and will take place within the relevant system
	administered by Euroclear UK & International Limited
	("CREST") using the delivery versus payment mechanism.
	The Selling Securityholder expects that the Ordinary Shares
	(other than Ordinary Shares represented by ADSs) will be
	delivered in uncertificated form and settled through CREST
	on or about March 21, 2024.
Voting rights	Each of our Ordinary Shares entitles its holder to one vote on
	all matters to be voted on by securityholders generally. See
	"Description of Ordinary Shares and Non-Voting Preference
	Shares - Rights Attaching to Ordinary Shares - Voting
	rights" in the accompanying prospectus.
	Holders of the ADSs do not have voting rights, but may
	instruct the ADS Depositary how to vote the Ordinary Shares
	underlying their common ADSs under the circumstances
	described in the deposit agreement entered into between
	Haleon, JPMorgan Chase Bank, N.A., as depositary, and all
	holders and beneficial owners from time to time of ADSs
	issued thereunder. See "Description of American Depositary
	Shares - Voting" in the accompanying prospectus.
ADS Depositary	JPMorgan Chase Bank, N.A.
Use of proceeds	We will not receive any of the proceeds from the sale of
	Ordinary Shares or ADSs by the Selling Securityholder in the
	Global Offer.
Dividend policy	The Company has a dividend policy that looks to balance all
	its stakeholders' interests while ensuring its long-term
	success. Going forward, subject to market conditions and
	Board approval, Haleon expects to grow its ordinary dividend
	at least in line with adjusted earnings.
	Future ordinary dividends are expected to be paid half-yearly
	with approximately one third of the dividend paid as an
	interim dividend, following the Company's half-year results,
	and the balance paid as a final dividend, subject to shareholder
	approval, following the Company's annual general meeting of
	shareholders. Dividends are announced in Pound Sterling,
	with an equivalent U.S. dollar amount paid in respect of the
	Company's ADSs.
	The Company is not obliged to, and may determine not to, pay
	dividends. Under English company law, a company can only
	pay dividends, inter alia, to the extent that it has distributable
	reserves and cash available for this purpose. The ability of
	companies within Haleon's corporate group to pay dividends
	and the Company's ability to receive distributions from its
	investments in other entities are subject to restrictions,
	including, but not limited to, the existence of sufficient
	distributable reserves and cash. See "Dividend Policy".
Listing	The Ordinary Shares are admitted to the premium listing
	segment of the Official List of the FCA and to trading on the
	main market for listed securities of the LSE under the ticker
	symbol "HLN." The ADSs are listed on the NYSE under the
	ticker symbol "HLN."

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Ticker symbol	"HLN" (LSE); "HLN" (NYSE).
Risk factors	You should carefully consider the risk factors discussed
	beginning on page S-5, the section entitled "Risk Factors -
	Risks Relating to the Ordinary Shares and ADSs" beginning
	on page 4 in the accompanying prospectus, the section entitled
	"Risk Factors" in the 2023 Annual Report, which is
	incorporated by reference in this prospectus supplement, and
	the other information included or incorporated by reference in
	this prospectus supplement, before purchasing any Ordinary
	Shares or ADSs.

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Share Buyback from Pfizer

On September 11, 2023, we entered into a Share Purchase Deed with Pfizer (the "Share Purchase Deed"), which was approved by shareholders at our annual general meeting held on April 20, 2023. Pursuant to the Share Purchase Deed, we have the ability from time to time to make certain off-market purchases to acquire Ordinary Shares from Pfizer, subject to certain terms and conditions. Pursuant to the terms of the Share Purchase Deed and in conjunction with the Global Offer, we have agreed to purchase 102,272,727 Ordinary Shares from Pfizer, and Pfizer has agreed to sell such Ordinary Shares to us, having an aggregate purchase price of £315 million, and subject to certain terms and conditions under the Share Purchase Deed, including those set forth below (such transaction, the "Share Buyback"). The purchase price per Ordinary Share in the Share Buyback will be equal to the public offering price per Ordinary Share in the Global Offer.

Pursuant to the Share Purchase Deed, the completion of the Share Buyback will be subject to a number of conditions, including, among others:

• The completion of the Global Offer;
• As the Share Buyback would constitute a "smaller" related party transaction under Chapter 11 of the Listing Rules, the receipt of a fairness and reasonableness opinion from Greenhill & Co. International LLP in its capacity as Haleon's sponsor, in accordance with Listing Rule 11.1.10;
• The Share Buyback not resulting in more than 4.99% of Haleon's issued Ordinary Share capital as at the date of the Share Buyback having been purchased from Pfizer pursuant to the Share Purchase Deed within the previous 12 months;
• The Share Buyback will, when aggregated with any other related party transactions (as such term is defined in the Listing Rules) entered into between Haleon or any member of its corporate group and Pfizer or any member of its group (or an associate (as such term is defined in the Listing Rules) of any such person within the previous 12 months and which has not been approved by Haleon's shareholders, be treated as a "small" or "smaller" related party transaction under Chapter 11 of the Listing Rules;
• The purchase price per Ordinary Share must be (a) greater than or equal to the nominal value of an Ordinary Share at the relevant time and (b) less than or equal to the higher of (i) 105% of the average of the midmarket quotations for an Ordinary Share as derived from The Daily Official List of the LSE for the five trading days immediately preceding the date on which the Ordinary Share is contracted to be purchased; and (ii) an amount equal to the price of the last independent trade of an Ordinary Share on the main market for listed securities of the LSE immediately preceding the day on which the Ordinary Share is contracted to be purchased (being pricing of the Global Offer); and
• The consideration payable by Haleon to Pfizer for the Share Buyback pursuant to the Share Purchase Deed, expressed as a percentage of the Company's market capitalization, when aggregated with other purchases under the Share Purchase Deed within the previous 12 months, will not exceed 4.99% of Haleon's issued Ordinary Share capital.

The Share Buyback will be funded from available cash and proceeds from commercial paper issuances.

Although, as described above, the closing of the Share Buyback is conditioned on the closing of the Global Offer (among other conditions), the closing of the Global Offer is not conditioned upon the closing of the Share Buyback, and there can be no assurance that the Share Buyback will be completed even if the Global Offer is completed.

The Share Purchase Deed has been filed as an exhibit to the report on Form 6-K filed with the SEC on March 18, 2024 and is incorporated by reference herein.

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RISK FACTORS

Investing in the securities offered using this prospectus supplement involves risk. You should consider carefully the risks described below, together with the risks described in the section entitled "Risk Factors -  Risks Relating to the Ordinary Shares and ADSs" in the accompanying prospectus and in "Risk Factors" of our 2023 Annual Report, as well as other information included in this prospectus supplement and the accompanying prospectus, or incorporated by reference into this prospectus supplement and the accompanying prospectus, before you decide to buy our securities. If any of these risks actually occur, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the securities offered using this prospectus supplement could decline, in which case you may lose all or part of your investment.

Future equity issuances will dilute the holdings of current shareholders or ADS holders and any such offerings by us or any further large sales by our shareholders could materially affect the market price of our Ordinary Shares or ADSs.

We may in the future decide to offer additional equity to raise capital or for other purposes, in compliance with applicable English legislation. Any such additional offering would reduce the proportionate ownership and voting interests of holders of our Ordinary Shares and ADSs, as well as our earnings per share or ADS and net asset value per share or ADS, and any offerings by us or further offering by our shareholders could have an adverse effect on the market price of our Ordinary Shares and ADSs. The market price of our securities could decline as a result of sales of a large number of Ordinary Shares or ADSs in the market after the Global Offer or the perception that additional sales by Pfizer or other shareholders could occur.

As of January 18, 2024, Pfizer and GSK plc ("GSK") and certain of its controlled undertakings held 2,955,063,626 Ordinary Shares (which may be represented by ADSs) and 385,320,110 Ordinary Shares, respectively, representing 32% and 4.17% of our outstanding shares as of December 31, 2023. Following this offering, Pfizer and GSK and certain of its controlled undertakings will each continue to hold a substantial number of our equity securities.

Registration and sales of our Ordinary Shares or ADSs will increase the number of shares being sold in the public market, could have an adverse effect on the market price of our Ordinary Shares and ADSs and may increase the volatility of the price of our Ordinary Shares and ADSs.

The completion of the Share Buyback is subject to conditions and there can be no assurance that the Share Buyback will occur.

The completion of the Global Offer is not conditioned upon the closing of the Share Buyback. Accordingly, it is possible that the Global Offer will be completed and the Share Buyback will not be completed, for example due to the failure to satisfy one or more closing conditions to the Share Buyback as reflected in the Share Purchase Deed. In such circumstances, the Ordinary Shares that would otherwise have been repurchased by us in the Share Buyback would remain owned by Pfizer, which would cause Pfizer's proportionate share of our outstanding Ordinary Shares to remain higher than what it would have been had the Share Buyback been completed. In addition, in such a circumstance the number of our Ordinary Shares outstanding immediately following the Global Offer would be higher than it would be if the Share Buyback were to have been completed. Finally, to the extent we sought to repurchase our Ordinary Shares through other means, we might face higher repurchase costs.

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USE OF PROCEEDS

The Selling Securityholder is selling all of the Ordinary Shares and ADSs in the Global Offer, and we will not receive any proceeds from the sale of Ordinary Shares and ADSs in the Global Offer. The Selling Securityholder will receive all of the net proceeds from the Global Offer.

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