REG - Indivior PLC - Share Repurchase Program

IndiviorAnnouncement

03/05/2022 07:00

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RNS Number : 9681J  Indivior PLC  03 May 2022

Indivior Announces Share Repurchase Program Details

 

Slough, UK and Richmond, VA, 3 May, 2022 - Indivior PLC (LON: INDV) today
announced that, as outlined in its Q1 results on 28 April 2022, it will
commence a share repurchase program of Indivior's ordinary shares (the
"Ordinary Shares") for up to a maximum consideration of $100 million (the
"Program").

 

Indivior PLC ("Indivior") announces that it has entered into a
non-discretionary agreement with Stifel Nicolaus Europe Limited ("Stifel") in
relation to the Program and for Stifel to carry out on-market purchases,
acting as riskless principal, during the period commencing on 3 May, 2022 and
ending no later than 31 March, 2023, of the Ordinary Shares and the
simultaneous on-sale of such Ordinary Shares by Stifel to Indivior.

 

Stifel 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 Stifel. 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 39,698,610, being the number of Ordinary Shares Indivior is
authorized to repurchase under the terms of the Authority, taking into account
the 33,763,488 Ordinary Shares purchased through the previous share repurchase
program which was announced as completed on 29 December 2021.

 

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 co-occurring disorders of
addiction, including alcohol use disorder. Headquartered in the United States
in Richmond, VA, Indivior employs more than 800 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 (http://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 2022 and its medium- and long-term growth
outlook, its operational goals, its product development pipeline, ongoing
litigation and other statements containing the words "subject to", "believe",
"anticipate", "plan", "expect", "intend", "estimate", "potential", "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, the risk factors described in the
most recent Indivior PLC Annual Report and in subsequent releases, and:
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
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 the Indivior Group's compliance with
its agreements with the U.S. Department of Justice and with the Office of
Inspector General of the Department of Health and Human Services,
non-compliance 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

 

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

 

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