Exhibit 107
Calculation of Filing
Fee Tables
Form 424(b)(1)
(Form Type)
HALEON PLC
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security
Type |
Security
Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing
Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| Fees to be Paid | Equity | Ordinary shares, nominal value £0.01 per share ("Ordinary Shares") | 457(r) and 457(c) | 790,554,820(1) | $ 4.02(2) | $ 3,178,030,376.40(2) | 0.0001476 | $ 469,077.28 | ||||
| Fees Previously Paid | ||||||||||||
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | ||||||||||||
| Total Offering Amounts: | $ 3,178,030,376.40 | $ 469,077.28 | ||||||||||
| Total Fees Previously Paid: | ||||||||||||
| Total Fee Offsets: | $ 469,977.28 | |||||||||||
| Net Fee Due: | $ 0.00 | |||||||||||
Offering
Note
| (1) | Includes (i) 594,000,000 Ordinary Shares and (ii) 196,554,820 Ordinary Shares represented by 98,277,410 American depositary shares ("ADSs"). ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-265343). Each ADS represents two Ordinary Shares. |
| (2) | In accordance with Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), for the purpose of calculating the registration fee, the Proposed Maximum Offering Price Per Unit is based on the average of the high and low prices for the Registrant's Ordinary Shares represented by ADSs as reported on the New York Stock Exchange on March 18, 2024. |
| Table 2: Fee Offset Claims and Sources |
| Registrant
or Filer Name |
Form
or Filing Type |
File Number |
Initial Filing Date |
Filing
Date |
Fee
Offset Claimed |
Security
Type Associated with Fee Offset Claimed |
Security
Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold
Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee
Paid with Fee Offset Source |
||
| Rules 457(b) and 0-11(a)(2) | ||||||||||||
| Fee Offset Claims | ||||||||||||
| Fee Offset Sources | ||||||||||||
| Rule 457(p) | ||||||||||||
| Fee Offset Claims | Haleon plc | F-1 | 333-266358 | 07/28/2022 | $ 469,977.28(3) | Equity | Ordinary Shares | 3,910,383,736 | $ 14,312,004,473.76 | |||
| Fee Offset Sources | Haleon plc | F-1 | 333-266358 | 07/28/2022 | $ 1,326,722.81 | |||||||
| (3) | Haleon plc ("Haleon") previously filed a registration statement on Form F-1 (File No. 333-266358), initially filed on July 28, 2022 and initially declared effective on August 9, 2022 (the "Prior Registration Statement"), which registered 4,150,383,736 Ordinary Shares (including Ordinary Shares represented by ADSs) for issuance by the selling securityholders identified therein (the "Selling Securityholders" and, together with Haleon, the "Registrants") for a proposed maximum aggregate offering price of $15,200,888,343.08. The Prior Registration Statement was not used, resulting in an unsold aggregate offering amount of $15,200,888,343.08 thereunder, in respect of which Haleon had previously paid $1,326,772.81 in registration fees. This unused amount results in a currently available fee offset of $1,326,772.81, which was carried forward in reliance on Rule 415(a)(6) under the Securities Act to Haleon's shelf registration statement on Form F-3ASR (File No. 333-273103), pursuant to which these securities are being offered. In reliance on Rule 457(p) under the Securities Act, the Registrants are offsetting the entirety of the fees associated with this offering from the filing fee previously paid by Haleon associated with the unsold securities. The Registrants have terminated any offerings that included the unsold securities under the Prior Registration Statement. |