REG - Indivior PLC - Share Repurchase Program

IndiviorAnnouncement

30/07/2021 07:05

RNS Number : 9905G
  
Indivior PLC
  
30 July 2021
  
 

 
Indivior Announces Share Repurchase Program Details
 
Slough, UK and Richmond, VA, July 30, 2021 - Indivior PLC (LON: INDV) today announced that, as outlined in its half-year results on 29 July 2021, it will commence a share repurchase program of Indivior's ordinary shares of $0.10 each (the "Ordinary Shares") for up to a maximum consideration of $100 million (the "Program").
 
Indivior PLC ("Indivior") announces that it has entered into an irrevocable, non-discretionary agreement with Morgan Stanley & Co. International Plc ("Morgan Stanley") in relation to the Program and for Morgan Stanley to carry out on-market purchases, acting as riskless principal, during the period commencing on July 30, 2021 and ending no later than December 30, 2022, of the Ordinary Shares 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 Program independently of Indivior in accordance with certain pre-set parameters set out in the agreement with Morgan Stanley. Any purchases of Ordinary Shares under the Program will be carried out on the London Stock Exchange and/or on Aquis Stock Exchange and CBOE Europe Limited, being Multilateral Trading Facilities, as defined by the Directive 2014/65/EU on markets in financial instruments (including the delegated and implementing acts adopted under it) as implemented, retained, amended, extended, re-enacted or otherwise given effect in the United Kingdom from 1 January 2021 and as amended or supplemented in the United Kingdom thereafter, and executed in accordance with Chapter 12 of the Financial Conduct Authority's Listing Rules and Indivior's general authority to make market purchases of Ordinary Shares granted by its shareholders at the annual general meeting held on 6 May 2021(the "Authority"). The Ordinary Shares will be purchased in accordance with the price and volume conditions set out in the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) 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 1 January 2021 and as amended or supplemented in the United Kingdom thereafter. All repurchases by Indivior under the Program will be "On Exchange" transactions (as such term is defined in the rules of the London Stock Exchange) and will be "on market" for the purposes of the Companies Act 2006. Indivior will announce any market repurchase of Ordinary Shares no later than 7.30 a.m. on the business day following the calendar day on which the repurchase occurred. 
 
As the purpose of the Program is to reduce the issued share capital of Indivior, to the extent permitted by law, all Ordinary Shares purchased under the Program will be cancelled.
 
The maximum number of Ordinary Shares that may be repurchased under the Program is 73,462,098, being the number of Ordinary Shares Indivior is authorized to repurchase under the terms of the Authority.
 
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 addiction 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 addiction. Indivior is dedicated to transforming addiction from a global human crisis to a recognized and treated chronic disease. Building on its global portfolio of opioid dependence 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 cooccurring disorders of addiction, including alcohol use disorder. Headquartered in the United States in Richmond, VA, Indivior employs more than 700 individuals globally and its portfolio of products is available in over 40 countries worldwide. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/indivior. 
 
Forward-Looking Statements 
This announcement contains certain statements that are forward-looking. 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. Actual results may differ materially from those expressed or implied in such statements because they relate to future events. Forward-looking statements include, among other things, statements regarding the Indivior Group's financial guidance for 2021 and its medium- and long-term growth outlook, its operational goals, its product development pipeline and statements regarding ongoing litigation and other statements containing the words "subject to", "believe", "anticipate", "plan", "expect", "intend", "estimate", "project", "may", "will", "should", "would", "could", "can", the negatives thereof, variations thereon and similar expressions. 
Various factors may cause differences between Indivior's expectations and actual results, including, among others (including those described in the risk factors described in the most recent Indivior PLC Annual Report and in subsequent releases): factors affecting sales of Indivior Group's products and financial position; the outcome of research and development activities; decisions by regulatory authorities regarding the Indivior Group's drug applications or authorizations; the speed with which regulatory authorizations, pricing approvals and product launches may be achieved, if at all; the outcome of post-approval clinical trials; competitive developments; difficulties or delays in manufacturing and in the supply chain; disruptions in or failure of information technology systems; the impact of existing and future legislation and regulatory provisions on product exclusivity; trends toward managed care and healthcare cost containment; legislation or regulatory action affecting pharmaceutical product pricing, reimbursement or access; challenges in the commercial execution; claims and concerns that may arise regarding the safety or efficacy of the Indivior Group's products and product candidates; risks related to legal proceedings, including compliance with the U.S. Department of Justice Resolution and Settlement Agreements, noncompliance with which could result in potential exclusion from participating in U.S. Federal health care programs; the ongoing investigative and antitrust litigation matters; the opioid national multi-district litigation and securities class action litigation; the Indivior Group's ability to protect its patents and other intellectual property; the outcome of patent infringement litigation relating to Indivior Group's products, including the ongoing ANDA lawsuits; changes in governmental laws and regulations; issues related to the outsourcing of certain operational and staff functions to third parties; risks related to the evolving COVID-19 pandemic and the potential impact of COVID-19 on the Indivior Group's operations and financial condition, which cannot be predicted with confidence; uncertainties related to general economic, political, business, industry, regulatory and market conditions; and the impact of acquisitions, divestitures, restructurings, internal reorganizations, product recalls and withdrawals and other unusual items. 
Consequently, forward-looking statements speak only as of the date that they are made and should be regarded solely as our current plans, estimates and beliefs. You should not place undue reliance on forward-looking statements. We cannot guarantee future results, events, levels of activity, performance or achievements. Except as required by law, we do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events.
 
Contact: 
Jason Thompson
Vice President, Investor Relations
1-804-402-7123 
 
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