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AstraZeneca PLC — Capital/Financing Update 2023
Feb 23, 2023
5229_prs_2023-02-23_edf5c2d9-8fb5-4025-9252-4876b545e306.pdf
Capital/Financing Update
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PROSPECTUS SUPPLEMENT DATED 21 FEBRUARY 2023 TO THE BASE PROSPECTUS DATED 15 JUNE 2022

AstraZeneca PLC (incorporated with limited liability in England)
AstraZeneca Finance LLC (a Delaware corporation)
US\$10,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed, in the case of Notes issued by AstraZeneca Finance LLC, by AstraZeneca PLC
This Prospectus Supplement (the "Supplement") to the Base Prospectus dated 15 June 2022 (the "Base Prospectus"), which comprises a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), constitutes a supplementary prospectus for the purposes of Article 23 of the UK Prospectus Regulation and is prepared in connection with the US\$10,000,000 Euro Medium Term Note Programme (the "Programme") established by AstraZeneca PLC and AstraZeneca Finance LLC ("AstraZeneca Finance" and, together with AstraZeneca PLC, the "Issuers"), unconditionally and irrevocably guaranteed, in the case of Notes issued by AstraZeneca Finance, by AstraZeneca PLC (in such capacity, the "Guarantor"). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. The Financial Conduct Authority, as the UK competent authority under the UK Prospectus Regulation, has approved this Supplement.
This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus issued by the Issuers and any other supplements to the Base Prospectus issued by the Issuers.
Each Issuer and the Guarantor accept(s) responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuers and the Guarantor the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect its import.
Purpose of this Supplement
The purpose of this Supplement is:
- a) to incorporate by reference certain parts of AstraZeneca PLC's Annual Report and Form 20-F Information 2022 for the financial year ended 31 December 2022 ("Annual Report");
- b) to update certain disclosure in the section titled "Description of AstraZeneca" of the Base Prospectus; and
- c) to update the "Significant/Material Change" statement in the Base Prospectus.
Information incorporated by reference
On 21 February 2023 AstraZeneca PLC published its Annual Report. A copy of the Annual Report will be filed with the Financial Conduct Authority and, by virtue of this Supplement, pages 130 to 203 of the Annual Report (the audited consolidated financial statements of AstraZeneca PLC as at and for the year ended 31 December 2022 together with the notes thereto, prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards and also comply fully with International Financial Reporting Standards as issued by the International Accounting Standards Board and International Accounting Standards as adopted by the European Union, and the independent auditor's report to the members of AstraZeneca PLC (Group), and the definition and reconciliation of constant exchange rate growth rates and core measures set out on pages 63 to 64, (available at: https://www.astrazeneca.com/investor-relations/annual-reports.html), is incorporated in, and forms part of, the Base Prospectus. The financial statements of AstraZeneca PLC (as a standalone entity) as at and for the year ended 31 December 2022 have not been incorporated in, and do not form part of, the Base Prospectus.
Disclosure updates
Following the publication of the Annual Report, the following section summarising recent updates to AstraZeneca's strategic priorities shall be deemed to be added to the end of the section titled "Description of AstraZeneca" in the Base Prospectus:
"Update to strategic priorities
As at 21 February 2023, AstraZeneca is a global science-led, patient-focused pharmaceutical company that focuses on the discovery, development, manufacturing and commercialisation of prescription medicines, primarily for the treatment of diseases in three main therapy areas: (i) Oncology, (ii) BioPharmaceuticals (comprising Cardiovascular, Renal & Metabolism, Respiratory & Immunology and Vaccines & Immune Therapies) and (iii) Rare Disease. As at 31 December 2022, AstraZeneca's range of medicines included 14 products with annual sales of over US\$1 billion each.
AstraZeneca's products are sold in approximately 130 countries worldwide, with three global research and development centres located in the United States, the United Kingdom and Sweden, and operations in 12 geographical regions. As at 31 December 2022, AstraZeneca employed approximately 83,500 people, with approximately 39 per cent. in Emerging Markets (as defined in the Annual Report), 35 per cent. in Europe, 20 per cent. in the United States and 6 per cent. in Japan, Canada, Australia and New Zealand.
As at 21 February 2023, AstraZeneca's strategic priorities are:
- Growth and Therapy Area Leadership
AstraZeneca's focus areas:
- Leveraging AstraZeneca's innovative science to create a more personalised, precise and accessible healthcare experience.
- Engaging with the entire healthcare ecosystem and unlocking visionary partnerships that drive positive change and outcomes.
- Creating industry-leading growth across its therapy areas and regions.
- Continuing to implement AstraZeneca's "Operations 2025" programme.
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- Science and innovation
AstraZeneca's focus areas:
- Creating the next generation of therapeutics using an array of drug modalities, for example, advanced biologics, nucleotide based and cell therapies.
- Leading in convergence of science, data and technology.
- Advancing AstraZeneca's pipeline.
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- People and Sustainability:
AstraZeneca's focus areas:
- Continuing to make AstraZeneca a great place to work.
- Making it easier to work across the Group to deliver sustainable growth.
- Ensuring AstraZeneca operates in the smartest way, increasing the speed of delivery of medicines to patients through the "Future of Work" initiative.
- Harnessing the power of science and innovation in ways that positively impact patients, healthcare systems, and the environment.
- Progressing AstraZeneca's sustainability strategy across three integrated priority pillars: access to healthcare, environmental protection, and ethics and transparency."
General Information
Save as disclosed in Note 32 (Subsequent events) to the audited consolidated financial statements of AstraZeneca PLC as at and for the year ended 31 December 2022, which have been incorporated by reference into the Base Prospectus, since 31 December 2022 there has been no significant change in the financial position or financial performance of the Group. Since 31 December 2022 there has been no material adverse change in the prospects of AstraZeneca PLC. Since 31 December 2022, there has been no material adverse change in the prospects of AstraZeneca Finance.
To the extent that there is any inconsistency between (i) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (ii) any other statement in, or incorporated by reference into, the Base Prospectus, the statements in (i) will prevail.
Any documents themselves incorporated by reference in the document incorporated by reference into the Base Prospectus by this Supplement shall not form part of this Supplement. Any non-incorporated parts of the document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in the Base Prospectus. Unless expressly stated otherwise in this Supplement or the Base Prospectus, the content of websites or URLs referred to in this Supplement, or in the document incorporated by reference by virtue of this Supplement, does not form part of this Supplement or the Base Prospectus and has not been scrutinised or approved by the Financial Conduct Authority.
Save as disclosed in this Supplement there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Base Prospectus.