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).
- Repurchases Under Current Program now Expected to be
Completed by End of July
RICHMOND, Va., July 25,
2024 /PRNewswire/ -- 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.
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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 a
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 (in accordance with the
terms of the arrangement entered into with Morgan Stanley) and 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
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.
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SOURCE Indivior PLC