Haleon plc 424B5Registration Statements (S-1 / prospectus)

Risk Factors

RISK FACTORS ​ ​ ​ ​ 5 ​ ​ WHERE YOU CAN FIND MORE INFORMATION ABOUT US ​ ​ ​ ​ 14 ​ ​ ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES ​ ​ ​ ​ 15 ​ ​ HALEON PLC ​ ​ ​ ​ 16 ​ ​ HALEON US CAPITAL LLC ​ ​ ​ ​ 16 ​ ​ HALEON UK CAPITAL PLC ​ ​ ​ ​ 16 ​ ​ FINANCE SUBSIDIARIES ​ ​ ​ ​ 17 ​ ​ USE OF PROCEEDS ​ ​ ​ ​ 18 ​ ​ LEGAL OWNERSHIP ​ ​ ​ ​ 19 ​ ​ DESCRIPTION OF DEBT SECURITIES AND GUARANTEES ​ ​ ​ ​ 21 ​ ​ DESCRIPTION OF ORDINARY SHARES AND NON-VOTING PREFERENCE SHARES ​ ​ ​ ​ 38 ​ ​ DESCRIPTION OF AMERICAN DEPOSITARY SHARES ​ ​ ​ ​ 49 ​ ​ CLEARANCE AND SETTLEMENT ​ ​ ​ ​ 59 ​ ​ TAXATION ​ ​ ​ ​ 63 ​ ​ PLAN OF DISTRIBUTION ​ ​ ​ ​ 86 ​ ​ VALIDITY OF SECURITIES ​ ​ ​ ​ 91 ​ ​ EXPERTS ​ ​ ​ ​ 91 ​ ​ EXPENSES ​ ​ ​ ​ 91 ​ ​ i TABLE OF CONTENTS ​ ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed on Form F-3 with the Securities and Exchange Commission (“SEC”) utilizing a shelf registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of those securities and their offering. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the prospectus supplement. You should read both this prospectus and any accompanying prospectus supplement, together with the additional information described under the heading “ Where You Can Find More Information About Us ,” carefully before you invest. No offer of these securities will be made in any jurisdiction where the offer is not permitted. Unless the context indicates otherwise, the terms “Haleon” or the “Company” refer to Haleon plc, and “the Group,” “we,” “our,” “us” or like terms refer to the Company together with its consolidated subsidiaries and subsidiary undertakings from time to time. References to “Pounds Sterling,” “pence,” “£” or “p” are to the lawful currency of the United Kingdom (the “U.K.”), references to “€” are to the common currency of the European Monetary Union, and references to “USD,” “$” or