REG - Indivior PLC - Share Repurchase Program

IndiviorAnnouncement

17/11/2023 11:45

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RNS Number : 8623T  Indivior PLC  17 November 2023

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

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).

 

Indivior Announces $100 Million Share Repurchase Program

 

 

Richmond, VA, November 17, 2023 - Indivior PLC (LSE/Nasdaq: INDV) ("Indivior"
or the "Company"), a leading addiction treatment company, today announced that
its Board of Directors has authorized 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 "Program").

 

"Given our confidence in delivering on the medium-term profitable growth
profile we outlined at our capital markets day last December, the Board of
Directors and management team believe that the Company's shares represent an
attractive investment opportunity," said Mark Crossley, Chief Executive
Officer. "Our expected strong cash flow over this period provides us the
ability to reinvest in our business, progress our pipeline, and to take this
action to deliver direct shareholder returns."

 

Indivior 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 of
Ordinary Shares, acting as riskless principal, during the period commencing on
November 20, 2023, and ending no later than August 30, 2024, 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/or on 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 January 1, 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 May 4, 2023 (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 March 8, 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 January 1, 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 13,631,504, 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 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 substance use disorder (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 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 amount or value of
shares that will be repurchased, the attractiveness of our shares as an
investment, 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, the substantial litigation and ongoing
investigations to which we are or may become a party; our reliance on third
parties to manufacture commercial supplies of most of our products, conduct
our clinical trials and at times to collaborate on products in our pipeline;
our ability to comply with legal and regulatory settlements, healthcare laws
and regulations, requirements imposed by regulatory agencies and payment and
reporting obligations under government pricing programs; risks related to the
manufacture and distribution of our products, some of which are controlled
substances; market acceptance of our products as well as our ability to
commercialize our products and compete with other market participants; the
uncertainties related to the development of new products, including through
acquisitions, and the related regulatory approval process; our dependence on a
small number of significant customers; our ability to retain key personnel or
attract new personnel; our dependence on third-party payors for the
reimbursement of our products and the increasing focus on pricing and
competition in our industry; unintended side effects caused by the clinical
study or commercial use of our products; our use of hazardous materials in our
manufacturing facilities; our import, manufacturing and distribution of
controlled substances; our ability to successfully execute acquisitions,
partnerships, joint ventures, dispositions or other strategic acquisitions;
our ability to protect our intellectual property rights and the substantial
cost of litigation or other proceedings related to intellectual property
rights; the risks related to product liability claims or product recalls; the
significant amount of laws and regulations that we are subject to, including
due to the international nature of our business; macroeconomic trends and
other global developments such as the COVID-19 pandemic; the terms of our debt
instruments, changes in our credit ratings and our ability to service our
indebtedness and other obligations as they come due; changes in applicable tax
rate or tax rules, regulations or interpretations; and our ability to realize
our deferred tax assets; and changes in our market position, businesses,
financial condition, results of operations or prospects. Additional
information concerning these and other factors can be found in Indivior PLC's
filings with the United States Securities and Exchange Commission ("SEC"),
including Indivior PLC's registration statement on Form 20-F, which was
declared effective by the SEC on June 9, 2023, and Current Reports on Form
6-K, which may be obtained free of charge at the SEC's website,
http://www.sec.gov, and Indivior PLC's Annual Reports, which may be obtained
free of charge from Indivior PLC's website, https://www.indivior.com/.

 

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. 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.

 

Media Contacts:

 

US Media:

Cassie France-Kelly

Vice President, Communications

Indivior PLC

Tel: 804-724-0327

 

UK Media:

Teneo

Tel: +44 207-353-4200

 

Investors and Analysts:

Jason Thompson

Vice President, Investor Relations

Indivior PLC

Tel: 804-402-7123

 

 

Tim Owens

Director, Investor Relations

Indivior PLC

Tel: 804-263-3978

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