FOR
IMMEDIATE RELEASE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS IT FORMS
PART OF DOMESTIC LAW IN THE UK BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018).
Indivior Announces a New $100
Million Share Repurchase Program;
New Program will be Executed
Over an Accelerated Time Frame
· Repurchases Under Current
Program Now Expected to be Completed by End of
July
Richmond, VA, July 25, 2024 -
Indivior PLC (Nasdaq/LSE: INDV) ("Indivior"
or the "Company"), a leading addiction treatment company, today
announced that its Board of Directors has approved a new share
repurchase program under which the Company will commence
repurchasing Indivior's ordinary shares of $0.50 each (the
"Ordinary Shares") for up to a maximum consideration of $100
million (the "New Program"). The New Program will be carried
out on an accelerated basis and is expected to be completed over
the next six months, subject to compliance
with applicable trading restrictions.
In addition, Indivior is expediting
repurchases under its current $100 million program, which commenced
in November 2023 (the "Current Program") and which was originally
expected to be completed by end of August 2024.
Subject to compliance with applicable
trading restrictions, the Company intends to complete its Current
Program by the end of July 2024 and initiate this New Program
immediately thereafter.
In relation to the New Program,
Indivior has entered into an irrevocable, non-discretionary
agreement with Morgan Stanley & Co. International Plc ("Morgan
Stanley") under which Morgan Stanley has agreed to carry out
on-market purchases of Ordinary Shares, acting as riskless
principal, during the period commencing on the business day
following the completion of the Current Program, and ending no
later than January 31, 2025, for an aggregate purchase price of no
greater than $100 million and the simultaneous on-sale of such
Ordinary Shares by Morgan Stanley to Indivior.
Morgan Stanley will make trading
decisions in relation to the New Program independently of Indivior
in accordance with certain pre-set parameters set out in the
agreement with Morgan Stanley. Any
purchases of Ordinary Shares by the Company in relation to the New
Program will be carried out on the London Stock Exchange
and/or Aquis Stock Exchange Limited and/or
on CBOE Europe Limited through the BXE and CXE order books and/or
Nasdaq (in accordance with the terms of the
arrangement entered into with Morgan Stanley) and (as applicable)
in accordance with (and subject to the limits prescribed by) the
Company's general authority to make market
purchases of Ordinary Shares granted by its shareholders at the
annual general meeting held on May 9, 2024 (the
"Authority"), assimilated Regulation
596/2014 (as it forms part of UK law pursuant to the European Union
(Withdrawal) Act 2018), Commission
Delegated Regulation (EU) 2016/1052 of March 8, 2016 supplementing
Regulation No 596/2014 of the European Parliament and of the
Council with regard to regulatory technical standards for the
conditions applicable to buyback programs and stabilization
measures (as implemented, retained, amended, extended, re-enacted
or otherwise given effect in the United Kingdom from January 1,
2021 and as amended or supplemented in the United Kingdom
thereafter), and Rule 10b5-1 and Rule
10b-18 under the U.S. Securities Exchange Act of 1934, as
amended.
As the purpose of the New Program is
to reduce the issued share capital of Indivior, to the extent
permitted by law, all Ordinary Shares purchased under the New
Program will be cancelled.
The maximum number of Ordinary
Shares that may be repurchased under the New Program is 13,649,017,
being the number of Ordinary Shares Indivior is authorized to
repurchase under the terms of the Authority.
The person responsible for making
this announcement is Kathryn Hudson, Company Secretary.
This announcement does not constitute, or form part of, an
offer or any solicitation of an offer for securities in any
jurisdiction.
About Indivior
Indivior is a global pharmaceutical
company working to help change patients' lives by developing
medicines to treat substance use disorders (SUD), overdose and
serious mental illnesses. Our vision is that all patients around
the world will have access to evidence-based treatment for the
chronic conditions and co-occurring disorders of SUD. Indivior is
dedicated to transforming SUD from a global human crisis to a
recognized and treated chronic disease. Building on its global
portfolio of OUD treatments, Indivior has a pipeline of product
candidates designed to both expand on its heritage in this category
and potentially address other chronic conditions and co-occurring
disorders of SUD, including alcohol use disorder and cannabis use
disorder. Headquartered in the United States in Richmond, VA,
Indivior employs over 1,000 individuals globally and its portfolio
of products is available in 37 countries worldwide. Visit
www.indivior.com
to learn more. Connect with Indivior on LinkedIn
by visiting www.linkedin.com/company/indivior.
Important Cautionary Note Regarding Forward-Looking
Statements
This news release contains certain
statements that are forward-looking. Forward-looking statements
include, among other things, the expected completion date of the
Prior Repurchase Program, the amount or value of shares that will
be repurchased under either program, expected future growth, our
ability to execute our business strategy and return capital to
shareholders, our future cash flows, our ability to reinvest in the
business and progress our pipeline and other statements containing
the words "believe," "anticipate," "plan," "expect," "intend,"
"estimate", "forecast," "strategy," "target," "guidance,"
"outlook," "potential," "project," "priority," "may," "will,"
"should," "would," "could," "can," "outlook," "guidance," the
negatives thereof, and variations thereon and similar expressions.
By their nature, forward-looking statements involve risks and
uncertainties as they relate to events or circumstances that may or
may not occur in the future.
Readers are cautioned not to place
undue reliance on any such forward-looking statements. Actual
results may differ materially from those expressed or implied in
such statements because they relate to future events. Various
factors may cause differences between Indivior's expectations and
actual results, including, among others, less than expected trading
volume on various exchanges, volatility in our stock price, and
those factors described in Indivior's Annual Report on Form 20-F
for the fiscal year 2023 and its other filings with
the U.S. Securities and Exchange
Commission.
We have based the forward-looking
statements in this press release on our current expectations and
beliefs concerning future events. Forward-looking statements
contained in this press release apply only at the date of this
press release, and we undertake no obligation publicly to update or
revise any forward-looking statement, whether due to new
information, future developments or otherwise.
Media
Contacts:
US Media:
Cassie France-Kelly
Vice President,
Communications
Indivior PLC
Tel: 804-724-0327
|
UK Media:
Teneo
Tel: +44 207-353-4200
|
Investors and
Analysts:
Jason Thompson
Vice President, Investor
Relations
Indivior PLC
Tel: 804-402-7123
|
Tim Owens
Director, Investor
Relations
Indivior PLC
Tel: 804-263-3978
|
-ends-