REG - Indivior PLC - Share Repurchase Program

IndiviorAnnouncement

25/07/2024 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240725:nRSY7423Xa&default-theme=true

RNS Number : 7423X  Indivior PLC  25 July 2024

 

 

 

 

 

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 a New $100 Million Share Repurchase Program;

New Program will be Executed Over an Accelerated Time Frame

 

·   Repurchases Under Current Program Now Expected to be Completed by End
of July

 

Richmond, VA, July 25, 2024 - Indivior PLC (Nasdaq/LSE: INDV) ("Indivior" or
the "Company"), a leading addiction treatment company, today announced that
its Board of Directors has approved 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 "New Program").  The New Program will be carried out on an accelerated
basis and is expected to be completed over the next six months, subject to
compliance with applicable trading restrictions.

 

In addition, Indivior is expediting repurchases under its current $100 million
program, which commenced in November 2023 (the "Current Program") and which
was originally expected to be completed by end of August 2024. Subject to
compliance with applicable trading restrictions, the Company intends to
complete its Current Program by the end of July 2024 and initiate this New
Program immediately thereafter.

 

In relation to the New Program, Indivior has entered into an irrevocable,
non-discretionary agreement with Morgan Stanley & Co. International Plc
("Morgan Stanley") under which Morgan Stanley has agreed to carry out
on-market purchases of Ordinary Shares, acting as riskless principal, during
the period commencing on the business day following the completion of the
Current Program, and ending no later than January 31, 2025, 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 New Program
independently of Indivior in accordance with certain pre-set parameters set
out in the agreement with Morgan Stanley. Any purchases of Ordinary Shares by
the Company in relation to the New Program will be carried out on the London
Stock Exchange and/or Aquis Stock Exchange Limited and/or on CBOE Europe
Limited through the BXE and CXE order books and/or Nasdaq (in accordance with
the terms of the arrangement entered into with Morgan Stanley) and (as
applicable) in accordance with (and subject to the limits prescribed by) the
Company's general authority to make market purchases of Ordinary Shares
granted by its shareholders at the annual general meeting held on May 9, 2024
(the "Authority"), assimilated Regulation 596/2014 (as it forms part of UK law
pursuant to the European Union (Withdrawal) Act 2018), Commission Delegated
Regulation (EU) 2016/1052 of March 8, 2016 supplementing Regulation 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), and Rule 10b5-1 and Rule 10b-18 under the U.S. Securities
Exchange Act of 1934, as amended.

 

As the purpose of the New Program is to reduce the issued share capital of
Indivior, to the extent permitted by law, all Ordinary Shares purchased under
the New Program will be cancelled.

 

The maximum number of Ordinary Shares that may be repurchased under the New
Program is 13,649,017, 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 substance use disorders (SUD), overdose
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 over 1,000 individuals
globally and its portfolio of products is available in 37 countries worldwide.
Visit www.indivior.com (https://www.indivior.com) to learn more. Connect with
Indivior on LinkedIn by visiting www.linkedin.com/company/indivior
(http://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 expected
completion date of the Prior Repurchase Program, the amount or value of shares
that will be repurchased under either program, 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, less than expected trading volume on various
exchanges, volatility in our stock price, and those factors described in
Indivior's Annual Report on Form 20-F for the fiscal year 2023 and its other
filings with the U.S. Securities and Exchange Commission.

 

We have based the forward-looking statements in this press release on our
current expectations and beliefs concerning future events. Forward-looking
statements contained in this press release apply only at the date of this
press release, and we undertake no obligation publicly to update or revise any
forward-looking statement, whether due to new information, future developments
or otherwise.

 

Media Contacts:

 US Media:                        UK Media:

 Cassie France-Kelly              Teneo

 Vice President, Communications   Tel: +44 207-353-4200

 Indivior PLC

 Tel: 804-724-0327

 

Investors and Analysts:

 Jason Thompson                       Tim Owens

 Vice President, Investor Relations   Director, Investor Relations

 Indivior PLC                         Indivior PLC

 Tel: 804-402-7123                    Tel: 804-263-3978

 

 

-ends-

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCDBGDRUGDDGSS