The challenge

The Corporate team at Slaughter and May (led by Partners David Johnson, Simon Nicholls and Claire Jackson) advised GSK plc on the demerger and listing of its Consumer Healthcare business to form Haleon plc. This involved the preparation and verification of a number of public documents, including a Class 1 Circular to GSK shareholders and the Haleon Prospectus for listing. 

The scale and public profile of the project and the number of public documents required meant that the verification was a substantial workstream. 

Haleon began trading on the London Stock Exchange on 18 July 2022, achieving a market cap of over £30 billion on admission and ranking in the top 20 FTSE 100 companies – making it the largest London listing in more than a decade.

The scale and public profile of the project and the number of public documents required meant that the verification was a substantial workstream. Earlier in the project, Slaughter and May had assisted with the verification of Haleon’s Capital Markets Day presentation in February 2022, and the preparation and verification of a Base Prospectus for the launch of Haleon’s EMTN Programme in March 2022 – both under intense time pressure. And, for these verification exercises, the “traditional” manual approach had been deployed. This involved lawyers manually circling up all of the material statements, tracking up to a dozen supporting sources for each material statement in a separate index table, and compiling these sources with reference to the lengthy public documents. The verification notes also had to be reviewed and commented on by various other stakeholders and external advisers, including sponsors’ counsel.

The solution

Slaughter and May’s Innovation team recognised that Atticus had the potential to ease the burden of verification processes.  

“Atticus provided a crucial solution to a once time-consuming process,” explained Annabel Allen, Corporate Associate (London).

“The client, associates, trainees and sponsors’ counsel were able to work collaboratively and efficiently, without the previous hurdles inherent in such a manual exercise,” she said. 

Emily Lew, Senior Knowledge and Innovation Manager, also commented on the quick onboarding process required for the team to get started with Atticus. 

“Atticus is very user-friendly; little to no training was required to bring the team up to speed,” Emily said.

With the power of Atticus, the lawyers were able to link the supporting documents directly to each statement in the platform, as well as automatically generate “slick, all-in-one, interactive reports which seamlessly jump between the public document and its verification source material.”

The success for Slaughter and May

Following an “old world” verification exercise for Haleon’s Capital Markets Day presentation and EMTN Prospectus, the “new world” of Atticus was an exciting prospect for the team and the client.

Alongside an intuitive user interface, the Slaughter and May team appreciated Atticus’ with a responsive team that provided the firm with the necessary training, top tips, and product support throughout the transaction.

“The platform was flexible and easily adapted to Slaughter and May’s workflow to maximise efficiency and provide an enjoyable user experience,” Emily said.

“The platform automatically updates the verification notes to reflect new drafts of the public document, removing the manual burden of “version control” – continually changing the verification notes to keep up with new versions of the public document,” Emily said.

The software streamlined the verification process and, importantly, made it much quicker for the sponsors’ counsel to perform a comprehensive review of the notes.