REG - Indivior PLC - Publication of Circular and Notice of GM

IndiviorAnnouncement

05/09/2022 10:30

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RNS Number : 2663Y  Indivior PLC  05 September 2022

September 5, 2022

Indivior PLC (the 'Company')

Publication of Circular and Notice of General Meeting

On July 28, 2022, the Board of Directors of the Company announced that,
following consultation with institutional shareholders, it had decided to seek
the approval of shareholders for an additional listing of Indivior Shares on a
major US stock exchange (the "Additional US Listing").

 

Further to that announcement, the Company has today posted or made available
to shareholders a circular (the "Circular") incorporating a notice of general
meeting (the "General Meeting") regarding the Additional US Listing.  In
order to implement the Additional US Listing, shareholder approval is being
sought (i) to adopt new articles of association and (ii) to effect a
consolidation of Indivior's existing ordinary share capital at a ratio of one
new ordinary share for every five existing ordinary shares (the
"Consolidation"). Further details regarding the proposed new articles of
association and the proposed Consolidation are set out in the Circular.

Copies of the following documents have been submitted to the FCA and will
shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

-        Circular incorporating the notice of General Meeting;

-        Form of Proxy for the General Meeting; and

-        Proposed amendments to the articles of association.

The Circular incorporating the notice of General Meeting and the proposed
amendments to the articles of association can also be viewed on the Company's
website at: www.indivior.com/en/investors/shareholder-information
(http://www.indivior.com/en/investors/shareholder-information) and will be
available for inspection at the place of the General Meeting for at least 15
minutes before and during the General Meeting.

The General Meeting will be held on Friday September 30, 2022, at 11.00 a.m.
at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London
EC2P 2SR.

 

The expected timetable for the General Meeting, the Consolidation and the
Additional US Listing is set out below:

 Event                                                                          Expected time/date (see note 1)
 Latest time and date for receipt of Forms of Proxy, eProxy appointment         11.00 a.m. (London time) on September 28, 2022
 instruction and CREST electronic proxy appointment instruction
 Voting Record Time for the General Meeting for Indivior Shareholders           6.00 p.m. (London time) on September 28, 2022 (see note 2)
 General Meeting                                                                11.00 a.m. (London time) on September 30, 2022
 Consolidation Record Time                                                      6.00 p.m. (London time) on

October 7, 2022
 Admission of New Ordinary Shares to listing on the premium listing segment of  8.00 a.m. (London time) on
 the Official List and to trading on the London Stock Exchange's main market
October 10, 2022
 for listed securities and commencement of dealings in New Ordinary Shares
 Expected date CREST accounts are to be credited with New Ordinary Shares in    October 10, 2022
 uncertificated form
 Expected date for dispatch of definitive certificates for New Ordinary Shares  October 17, 2022
 in certificated form
 Expected date for payment (where applicable) of fractional entitlements for    October 21, 2022
 New Ordinary Shares
 Expected time and date for admission and commencement of dealings in Indivior  By 8.00 a.m. (New York time) on May 31, 2023
 Shares on a major US stock exchange
 Expected date for issue of Indivior DIs to CREST participant accounts and      On or around May 31, 2023
 crediting of CSN Facility accounts

 

NOTES:

1)      All dates and times are based on Indivior's current expectations
and are subject to change. If any of the dates and/or times change, Indivior
will give notice of the change by issuing an announcement through a Regulatory
News Service.

2)      Only those Indivior Shareholders entered on the register of
members at 6.00 p.m. (London time) on September 28, 2022 or, if the General
Meeting is adjourned, on the register of members at 6.00 p.m. on the day which
is two business days before the time of the adjourned meeting, shall be
entitled to attend and vote at the General Meeting in respect of the number of
Indivior Shares registered in their name at that time.

Capitalised terms used but not otherwise defined in this announcement have the
same meaning given to them in the Circular.

 

Key Contacts:

Jason Thompson

VP, Investor Relations

+1 804-402-7123 or jason.thompson@indivior.com
(mailto:jason.thompson@indivior.com)

 

Tim Owens

Director, Investor Relations

+1 804-263-3978 or timothy.owens@indivior.com
(mailto:timothy.owens@indivior.com)

 

Kathryn Hudson

Company Secretary

+44 (0)1753 423940 or kathryn.hudson@indivior.com
(mailto:kathryn.hudson@indivior.com)

Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.

 

About Indivior

Indivior is a global pharmaceutical company working to help change patients'
lives by developing medicines to treat substance use disorders (SUD) 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 more than 900
individuals globally and its portfolio of products is available in over 40
countries worldwide. Visit www.indivior.com
(https://nam12.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.indivior.com%2F&data=04%7C01%7Cjason.thompson%40Indivior.com%7Ce5a2346f599647fe3cb508da1313b444%7Cbed52191489442999db948e4fb29646e%7C1%7C0%7C637843272586689780%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000&sdata=NeCTaN7pU6ff80%2FsJk2McsieAZpjnyWU87dggeEV8kA%3D&reserved=0)
 to 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=04%7C01%7Cjason.thompson%40Indivior.com%7Ce5a2346f599647fe3cb508da1313b444%7Cbed52191489442999db948e4fb29646e%7C1%7C0%7C637843272586689780%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000&sdata=PI4QgbGT1LYYngXcQY1Bzz58oywHbuEMAVsABbLcn0E%3D&reserved=0)
.

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