REG - Jefferies Int Ltd. Indivior PLC - Proposed placing of existing shares in Indivior

IndiviorAnnouncement

09/11/2021 16:40

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RNS Number : 8482R  Jefferies International Limited.  09 November 2021

 

 

 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH ITS DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO SELL
OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, JAPAN
OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL.

PRESS RELEASE, 09 November 2021

 

Proposed placing of existing ordinary shares in Indivior PLC

 

Jefferies International Limited ("Jefferies") today announces the intention to
sell existing ordinary shares in Indivior PLC (the "Company") on behalf of
Scopia Capital Management LP ("Scopia" or the "Seller").  The proposed share
sale (the "Placing") represents approximately 3.0% of the Company's issued
share capital.

 

Scopia will retain its seat on the Company's board and remains a committed
long-term shareholder. Post completion of the Placing, Indivior will remain
Scopia's top holding. Shares in Indivior held by Scopia, which are not sold in
the Placing, will be subject to a 90-day lock-up, subject to customary
exceptions.

 

The price per share will be determined through an accelerated bookbuilding
process to institutional investors. The bookbuilding process will commence
with immediate effect following this announcement and may close at any time on
short notice. The results of the Placing will be announced as soon as
practicable thereafter.

 

Jefferies is acting as Sole Global Coordinator and Bookrunner on the Placing.
 A further announcement will be made following completion of the bookbuilding
and pricing of the Placing.

 

For the avoidance of doubt, the Company will not receive any proceeds from the
Placing.

 

Enquiries:

Jefferies                       +44 (0)20 7029 8000

Luca Erpici / Oliver Berwin

IMPORTANT NOTICE

This announcement is for information purposes only and shall not constitute or
form part of an offer to buy, sell, issue, acquire or subscribe for, or the
solicitation of an offer to buy, sell, issue, acquire or subscribe for any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions.

The distribution of this announcement and the offer and sale of the securities
referred to herein may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe any
such restriction. The offer and sale of securities referred to herein has not
been and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act)absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.  The Company has not
been and will not be registered under the U.S. Investment Company Act of 1940,
and investors will not be entitled to the benefits of such Act. The securities
referred to herein have not been registered under the applicable securities
laws of Australia, Canada, Japan or South Africa and, subject to certain
exceptions, the securities referred to herein may not be offered or sold in
Australia, Canada, Japan or South Africa. There will be no public offer of the
securities in the United States, Australia, Canada, Japan, South Africa or any
other jurisdiction.

In member states of the European Economic Area, this announcement and any
offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Regulation
("Qualified Investors"). For these purposes, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129. In the United Kingdom, this
announcement is directed exclusively at Qualified Investors: (i) who have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) who fall within
Article 49(2)(A) to (D) of the Order; or (iii) to whom it may otherwise
lawfully be communicated.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by any of Scopia Capital Management LP, Jefferies and/or any of their
respective affiliates.

This announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed.

Jefferies, which is authorised and regulated by Financial Conduct Authority in
the United Kingdom, is acting exclusively for Scopia Capital Management LP and
no-one else in connection with the offering. Jefferies will not regard any
other person as its clients in relation to the offering and will not be
responsible to anyone other than Scopia Capital Management LP for providing
the protections afforded to its clients, nor for providing advice in relation
to the offering, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.

In connection with any offering of the securities, Jefferies and its
affiliates acting as an investor for their own account may take up as a
proprietary position any securities and in that capacity may retain, purchase
or sell for their own accounts such securities. In addition, they may enter
into financing arrangements and swaps with investors in connection with which
they may from time to time acquire, hold or dispose of securities. They do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligation to do so.

Jefferies, nor any of its respective directors, officers, employees,
affiliates, alliance partners, advisers and/or agents accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from this announcement) or any other information relating to Indivior PLC or
Scopia Capital Management LP or any of their respective subsidiaries or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise arising in
connection therewith.

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