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AstraZeneca PLC — Capital/Financing Update 2024
Jul 30, 2024
5229_prs_2024-07-30_1c219929-c629-4e6f-ab3e-0b7687e77b0f.pdf
Capital/Financing Update
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PROSPECTUS SUPPLEMENT DATED 26 JULY 2024 TO THE BASE PROSPECTUS DATED 13 JUNE 2024

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 13 June 2024 (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, as amended (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\$10,000,000,000 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 half-yearly financial report for the six months ended 30 June 2024 ("H1 and Q2 2024 Results");
- b) to update the information in relation to the credit ratings assigned to AstraZeneca PLC;
- c) to update the "Significant/Material Change" statement in the Base Prospectus; and
- d) to update a statement in the "Description of AstraZeneca Finance LLC" section in the Base Prospectus.
Information incorporated by reference
On 25 July 2024 AstraZeneca PLC published its H1 and Q2 2024 Results. A copy of the H1 and Q2 2024 Results will be filed with the Financial Conduct Authority and, by virtue of this Supplement, pages 31 to 55 of the H1 and Q2 2024 Results (the unaudited consolidated financial statements of AstraZeneca PLC as at and for the six months ended 30 June 2024 together with the notes thereto), prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' ("IAS 34"), as issued by the International Accounting Standards Board, IAS 34 as adopted by the European Union, UK-adopted IAS 34, and the Disclosure Guidance and Transparency Rules sourcebook of the Financial Conduct Authority and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, and the independent review report to AstraZeneca PLC (available at: https://www.astrazeneca.com/investor-relations/annual-reports.html), is incorporated in, and forms part of, the Base Prospectus.
Credit Ratings
In the section titled "Description of the Programme" starting on page 7 of the Base Prospectus, the rating listed next to S&P Global Ratings UK Limited shall be amended to read "A+".
Further, the paragraph in the titled "General Information" under the heading "Credit Ratings" shall be deemed to be replaced in its entirety with the following:
"In accordance with S&P's ratings definitions available as at the date of this Prospectus on https://disclosure.spglobal.com/ratings/en/regulatory/article/-/view/sourceId/504352, a long-term rating of "A+" indicates that an obligation which is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligations is still strong. In accordance with Moody's ratings definitions available as at the date of this Prospectus on https://ratings.moodys.io/ratings#rating-scale, a long-term rating of "A" indicates obligations that are judged to be upper-medium grade and subject to low credit risk."
General Information
Save as disclosed in Note 7 (Subsequent events) to the unaudited consolidated financial statements of AstraZeneca PLC as at and for the six months ended 30 June 2024, which have been incorporated by reference into the Base Prospectus, since 30 June 2024 there has been no significant change in the financial position or financial performance of the Group. Since 31 December 2023 there has been no material adverse change in the prospects of AstraZeneca PLC. Since 31 December 2023, there has been no material adverse change in the prospects of AstraZeneca Finance.
In the section titled "Description of AstraZeneca Finance LLC" on page 115 of the Base Prospectus, the first paragraph under the heading "General Information shall be replaced in its entirety with the following:
"AstraZeneca Finance is a direct wholly owned subsidiary of AstraZeneca Finance and Holdings Inc. which is a wholly owned subsidiary of AstraZeneca PLC."
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.