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).
- Repurchases Under Current Program now Expected to be Completed by End of July
Richmond, VA, July 25, 2024 – Indivior PLC {Nasdaq/LSE: INDV) {"lndivior" 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 lndivior'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, lndivior 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, lndivior has entered into a non-discretionary agreement with Morgan Stanley & Co. International Pie ("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 lndivior.
Morgan Stanley will make trading decisions in relation to the New Program independently of lndivior in accordance with certain preset 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 (in accordance with the terms of the arrangement entered into with Morgan Stanley) and 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 lObS-1 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 lndivior, 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 lndivior 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.
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