REG - Indivior PLC - Indivior Announces Intent to Cancel LSE Listing

IndiviorAnnouncement

02/06/2025 07:00

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RNS Number : 8876K  Indivior PLC  02 June 2025

 

 

 

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 U.K. BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018)

Indivior Announces Intention to Cancel Secondary Listing on London Stock
Exchange; Primary Listing on Nasdaq to be Maintained

Slough, U.K., and Richmond, VA, June 2, 2025 - Indivior PLC (Nasdaq/LSE:
INDV) today announced its intention to cancel: (i) the secondary listing of
the Company's Ordinary Shares ("Ordinary Shares") on the Equity Shares
(Transition) category of the Official List (the "Official List") of the U.K.
Financial Conduct Authority ("FCA"); and (ii) the admission to trading of its
Ordinary Shares on the London Stock Exchange's ("LSE") main market for listed
securities  (together, the "London Delisting").

Background to and Reasons for the London Delisting

In the circular published by Indivior on May 3, 2024, the Board noted its
intention to maintain the Company's secondary listing in London, "for as long
as it is considered to be in the best interests of Indivior and its
shareholders as a whole."

Following the completion of Indivior's transition to a U.S. primary listing,
the Board has kept its listing structure under regular review. As part of such
review, the Company has considered, among other things, the liquidity and
trading volumes of Ordinary Shares on each of the Nasdaq Stock Market
("Nasdaq") and the LSE, the location of its shareholders, as well as the cost
and administrative requirements related to its secondary listing in London.

In further consideration of Indivior's listing structure, the Board now
believes that the London Delisting will be beneficial for the following
reasons:

·      Fully aligns with Indivior's most attractive and valuable
opportunity set - U.S. SUBLOCADE;

·      Better reflects the Company's geographic net revenue profile;
over 80% of net revenue is generated from the U.S.;

·      Eliminates the cost and complexity of maintaining a secondary
listing;

·      Recognizes that liquidity on Nasdaq now far outweighs liquidity
on the LSE; as of May 27(th), trading on the Nasdaq now accounts for
approximately 75% of total trading volume across both exchanges over the last
30 days;

·      Takes account of the location of most holders of Ordinary Shares
by value; over 70% are now held by shareholders located in the U.S.; and

·      Permits timing of material news announcements that aligns with
the Company's U.S. peer set.

 

Accordingly, the Company hereby gives notice that it has requested that: (i)
the FCA cancel the listing of the Ordinary Shares on the Equity Shares
(Transition) category of the Official List of the FCA; and (ii) the LSE cancel
the admission to trading of the Ordinary Shares on the main market for listed
securities of the LSE.

 

David Wheadon, Chair, said:

"We are pleased to announce this key milestone for Indivior following our
evaluation period. A single primary listing on Nasdaq best reflects the
profile of Indivior's business. We appreciate the support received from
shareholders for this initiative and look forward to capitalizing on the
expected benefits of this move, including reductions in cost and complexity."

Process for and principal effects of the London Delisting

In accordance with U.K. Listing Rule 21.2.17R, the Company is required to give
at least 20 business days' notice of the London Delisting. To further
accommodate shareholders of Indivior PLC, the Company is providing
approximately 40 business days' notice of the London Delisting.  As such, it
is intended that the London Delisting will become effective from 8:00 a.m.
(U.K. time) on July 25, 2025, such that the last day of trading of the
Ordinary Shares on the LSE will be July 24, 2025.

Following the London Delisting: (i) it will no longer be possible to trade
Ordinary Shares on the LSE; and (ii) the Company will maintain its listing of
its Ordinary Shares on Nasdaq.

The London Delisting is expected to have no impact for shareholders who are
direct holders of Ordinary Shares or who hold their interests in Ordinary
Shares through their nominated DTC broker or custodian.

Holders of U.K. issued Indivior Depositary Interests ("U.K. DIs") and
participants in Indivior's Corporate Sponsored Nominee facility ("CSN") are
strongly encouraged to read Appendix 1 to this announcement, which contains
further details of the arrangements that will apply to them following the
London Delisting and the actions that they may wish to take in advance of the
London Delisting (including the steps and actions required to convert their
interests into holdings of Ordinary Shares, directly or through a DTC broker
or custodian, from which they can be traded directly on Nasdaq).

As the Company is assigned to the Equity Shares (Transition) category of the
Official List, no shareholder approval is required for the London Delisting.

The Company has prepared an FAQ document for shareholders, which is available
at Shareholder FAQ
(https://www.indivior.com/en/investors/shareholder-information/delisting-from-london-stock-exchange)
.

Takeover Code

The Takeover Code (the "Code") applies to any company which has its registered
office in the U.K., the Channel Islands or the Isle of Man if any of its
equity share capital or other transferable securities carrying voting rights
are admitted to trading on a U.K. regulated market, a U.K. Multilateral
Trading Facility ("MTF"), or a stock exchange in the Channel Islands or the
Isle of Man. The Code therefore currently applies to the Company as its
Ordinary Shares are admitted to trading on the LSE, which is a U.K. regulated
market. The Code also applies to any company which has its registered office
in the U.K., the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a U.K. regulated market, a U.K. MTF, or a stock
exchange in the Channel Islands or the Isle of Man at any time during the
preceding two years.

Accordingly, if the London Delisting becomes effective, the Code will continue
to apply to the Company for a period of two years after the London Delisting,
following which the Code will cease to apply to the Company.

While the Code continues to apply to the Company, a mandatory cash offer will
be required to be made if either: (a) any person acquires an interest in
Ordinary Shares which (taken together with the Ordinary Shares in which the
person or any person acting in concert with that person is interested) carry
30% or more of the voting rights of the Company; or (b) any person, together
with persons acting in concert with that person, is interested in Ordinary
Shares which in the aggregate carry not less than 30% of the voting rights of
a Company but does not hold Ordinary Shares carrying more than 50% of such
voting rights and such person, or any person acting in concert with that
person, acquires an interest in any other Ordinary Shares which increases the
percentage of Ordinary Shares carrying voting rights in which that person is
interested.

Brief details of the Takeover Panel (the "Panel"), and of the protections
afforded by the Code, are set out in Appendix 2 to this announcement.

 

Important Cautionary Note Regarding Forward-looking Statements

Certain statements contained herein are forward-looking statements."
Forward-looking statements include, among other things, express and implied
statements pertaining to (i) our intentions with respect to the London
Delisting and our expectation that it will become effective; (ii) expected
future sources of shareholder value, (iii) expected benefits of the London
Delisting, (iv) estimates of costs and complexity of maintaining a secondary
listing, and (v) 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," 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.

Actual results may differ materially from those expressed or implied in such
statements because they relate to future events. For information about some of
the risks and important factors that could affect our future results and
financial condition, see the discussion of "Risk Factors" in our Annual Report
on Form 10-K filed March 3, 2025, Part II Item 1A herein, our Form 10-Q filed
May 1, 2025, and our other filings with the U.S. Securities and Exchange
Commission.

We have based the forward-looking statements in this release on our current
expectations and beliefs concerning future events. Forward-looking statements
contained in this release speak only as of the day they are made and, except
as required by law, we undertake no obligation to update or revise any
forward-looking statement.

About Indivior

Indivior is a global pharmaceutical company working to help change patients'
lives by developing medicines to treat opioid use disorder (OUD). Our vision
is that all patients around the world will have access to evidence-based
treatment for OUD and we are dedicated to transforming OUD 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 expand on its heritage in this category. Headquartered
in the United States in Richmond, VA, Indivior employs over 1,000
individuals globally and its portfolio of products is available in over 30
countries worldwide. Visit www.indivior.com to
(https://nam12.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.indivior.com%2F&data=05%7C02%7Cjason.thompson%40Indivior.com%7C14ccdc6dc08c4b8968a908dd88c0aa4c%7Cbed52191489442999db948e4fb29646e%7C1%7C0%7C638817083262761283%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=1AO7ywygsvV7J1wr6O84qE4%2FH1UnYjn0Kdlkq0wJcK0%3D&reserved=0)
learn more. Connect with Indivior on LinkedIn by
visiting www.linkedin.com/company/indivior.
(https://nam12.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.linkedin.com%2Fcompany%2Findivior.&data=05%7C02%7Cjason.thompson%40Indivior.com%7C14ccdc6dc08c4b8968a908dd88c0aa4c%7Cbed52191489442999db948e4fb29646e%7C1%7C0%7C638817083262781364%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=Yo8u4J8R%2BXYi%2Fl0TJ1K7koxrttFlpcGaNQcrDE6lgHg%3D&reserved=0)
 

This announcement is being made by Alice Givens, Company Secretary.

Media Contacts:

U.S.
Cassie France-Kelly

Vice President, Communications

Indivior PLC

Tel: 804-724-0327

U.K.
Teneo

Tel: +44 207-353-4200

Investor Contacts:
Jason Thompson

Vice President, Investor Relations

Tel: 804-402-7123
jason.thompson@indivior.com (mailto:jason.thompson@indivior.com)

 

Tim Owens

Director, Investor Relations

Tel: 804-263-3978
timothy.owens@indivior.com (mailto:timothy.owens@indivior.com)

 

 

 

Appendix 1: Additional Details for Holders of U.K. DIs and CSN participants

Holders of U.K. DIs and CSN participants are advised to read this Appendix
carefully to ensure that they understand the arrangements that will apply to
them following the London Delisting and the actions that they may wish to take
in advance of the London Delisting. If in doubt as to the action they should
take, they are recommended to seek advice from their qualified financial
advisor.

U.K. DI Holders

The Company's existing U.K. DI arrangements will not be impacted by the London
Delisting.  Accordingly, following the London Delisting, shareholders may
continue to hold their interests in Ordinary Shares in the form of U.K. DIs,
that is through CREST. However, following the London Delisting it will only be
possible to place on market trades in respect of Ordinary Shares on Nasdaq.
Consequently, in order to trade their Ordinary Shares following the London
Delisting, U.K. DI holders will have to reposition their interests in Ordinary
Shares into a DTC broker or custodian account by: (i) cancelling their U.K.
DIs through the delivery of a cross-border instruction in respect of the
underlying Ordinary Shares through CREST to Computershare Investor Services
PLC ("Computershare U.K.", as the issuer of the U.K. DIs) in the form of a
CREST stock withdrawal message (CREST system message type: STW); and (ii)
instructing Computershare U.K. to deliver their interests in Ordinary Shares
into the account of their chosen bank, broker, custodian firm, financial
institution and/or other person that is a participant in DTC (a "DTC
Participant"). The cancellation of U.K. DIs is subject to a charge, depending
on the value of the underlying Ordinary Shares. The minimum cancellation
charge is currently $125.

For general enquiries, details of the current cancelation charges or for
assistance in cancelling U.K. DIs and lodging cross- border instructions,
holders, or brokers, of U.K. DIs should contact Computershare U.K. by phone on
+44 (0) 370-707-1820 (from inside or outside the U.K.). Lines are open 8:30
a.m. to 5:30 p.m. (U.K. time), Monday to Friday (excluding public holidays in
England and Wales).  If you hold your U.K. DIs through a broker, custodian or
nominee (for example you are an investor through a retail nominee arrangement
and are not a CREST participant directly), please contact your broker,
custodian or nominee for assistance.

U.K. DI holders will be given advance notice if, in the future, the Company
decides to discontinue and/or make any amendments to the existing U.K. DI
arrangements.

CSN Participants

The Company's existing CSN arrangements will not be impacted by the London
Delisting. Accordingly, following the London Delisting, CSN participants may
continue to hold interests in Ordinary Shares through U.K. DIs via the CSN.
However, following the London Delisting it will only be possible to place on
market trades in respect of Ordinary Shares on Nasdaq. Consequently, when
trading through a continuation of the existing service, CSN participants may
be exposed to fluctuations in the exchange rate between U.S. dollars (being
the currency in which Nasdaq trades are settled) and pounds sterling (being
the default currency in which CSN participants will receive sale proceeds).
Accordingly, CSN participants may consider taking one of the following actions
in advance of the London Delisting.

(1) If resident in the United Kingdom, Channel Islands, or Isle of Man, sell
their interests in Ordinary Shares through the existing Internet Sale Dealing
Service provided by Computershare U.K., with instructions to be submitted by
no later than 4:30 p.m. (U.K. time) on July 21, 2025. If resident in a
jurisdiction other than the United Kingdom, Channel Islands, or Isle of Man,
sell via Computershare U.K.'s Postal Dealing Service, with instructions to be
received by Computershare U.K. no later than 5:30 p.m. (U.K. time) on July 18,
2025.

(2) Withdraw from the CSN facility and request Computershare U.K. to deliver
their U.K. DIs to their nominated broker, custodian or nominee account in
CREST, who may either: (i) reposition their interests in Ordinary Shares to a
broker or custodian account in DTC; (ii) place a trade on the LSE prior to the
London Delisting (as an alternative service to the trading services available
through the CSN facility); or (iii) continue to hold their U.K. DIs pending
future instructions (in which case they will be treated as other U.K. DI
Holders - see section above).

(3) Withdraw from the CSN facility and request Computershare U.K. to cancel
the underlying U.K. DIs so as to receive their Ordinary Shares directly in
certificated form on a share register administered in the U.S. Note: this
could expose shareholders to a future U.K. Stamp Duty liability of 1.5% of the
value of their Ordinary Shares when the shareholder subsequently decides to
trade on Nasdaq.

CSN participants will be given advance notice if, in the future, the Company
decides to discontinue and/or make any amendments to the existing CSN
arrangements.

 

Appendix 2: Additional Details regarding the Code and the Panel

The Code is issued and administered by the Panel. The Code currently applies
to the Company and, accordingly, shareholders are entitled to the protections
afforded by the Code.

The Code and the Panel operate principally to ensure that shareholders in an
offeree company are treated fairly and are not denied an opportunity to decide
on the merits of a takeover and that shareholders in the offeree company of
the same class are afforded equivalent treatment by an offeror. The Code also
provides an orderly framework within which takeovers are conducted. In
addition, it is designed to promote, in conjunction with other regulatory
regimes, the integrity of the financial markets.

The Code is based upon a number of General Principles, which are essentially
statements of standards of commercial behavior. The General Principles apply
to takeovers and other matters to which the Code applies. They are applied by
the Panel in accordance with their spirit in order to achieve their underlying
purpose.

In addition to the General Principles, the Code contains a series of rules.
Like the General Principles, the rules are to be interpreted to achieve their
underlying purpose. Therefore, their spirit must be observed as well as their
letter. The Panel may derogate or grant a waiver to a person from the
application of a rule in certain circumstances.

The following is a summary of key provisions of the Code which apply to
transactions to which the Code applies.

Equality of treatment

General Principle 1 of the Code states that all holders of the securities of
an offeree company of the same class must be afforded equivalent treatment.
Furthermore, Rule 16.1 requires that, except with the consent of the Panel,
special arrangements may not be made with certain shareholders in the offeree
company if there are favorable conditions attached which are not being
extended to all shareholders.

Information to shareholders

General Principle 2 requires that the holders of the securities of an offeree
company must have sufficient time and information to enable them to reach a
properly informed decision on the takeover bid. Consequently, a document
setting out full details of an offer must be sent to the offeree company's
shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 to obtain competent
independent advice as to whether the financial terms of any offer are fair and
reasonable and the substance of such advice must be made known to its
shareholders. Rule 25.2 requires the board of the offeree company to send to
shareholders and persons with information rights its opinion on the offer and
its reasons for forming that opinion. That opinion must include the board's
views on: (i) the effects of implementation of the offer on all the company's
interests, including, specifically, employment; and (ii) the offeror's
strategic plans for the offeree company and their likely repercussions on
employment and the locations of the offeree company's places of business.

The document sent to shareholders must also deal with other matters such as
interests and recent dealings in the securities of the offeror and the offeree
company by relevant parties and whether the directors of the offeree company
intend to accept or reject the offer in respect of their own beneficial
shareholdings. Rule 20.1 states that, except in certain circumstances,
information and opinions relating to an offer or a party to an offer must be
made equally available to all offeree company shareholders and persons with
information rights as nearly as possible at the same time and in the same
manner.

Optionholders and holders of convertible securities or subscription rights

Rule 15 provides that when an offer is made and the offeree company has
convertible securities, options or subscription rights outstanding, the
offeror must make an appropriate offer or proposal to the holders of those
securities to ensure their interests are safeguarded.

 

-ends-

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