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
Indivior Announces Intention to Cancel Secondary Listing on London Stock Exchange; Primary Listing on Nasdaq to be Maintained
Background to and Reasons for the London Delisting
In the circular published by Indivior on May 3, 2024, the Board noted its intention to maintain the Company's secondary listing in
Following the completion of Indivior's transition to a
In further consideration of Indivior's listing structure, the Board now believes that the London Delisting will be beneficial for the following reasons:
· Fully aligns with Indivior's most attractive and valuable opportunity set -
· Better reflects the Company's geographic net revenue profile; over 80% of net revenue is generated from the
· Eliminates the cost and complexity of maintaining a secondary listing;
· Recognizes that liquidity on Nasdaq now far outweighs liquidity on the LSE; as of May 27th, trading on the Nasdaq now accounts for approximately 75% of total trading volume across both exchanges over the last 30 days;
· Takes account of the location of most holders of Ordinary Shares by value; over 70% are now held by shareholders located in the
· Permits timing of material news announcements that aligns with the Company's
Accordingly, the Company hereby gives notice that it has requested that: (i) the FCA cancel the listing of the Ordinary Shares on the Equity Shares (Transition) category of the Official List of the FCA; and (ii) the LSE cancel the admission to trading of the Ordinary Shares on the main market for listed securities of the LSE.
David Wheadon, Chair, said:
"We are pleased to announce this key milestone for Indivior following our evaluation period. A single primary listing on Nasdaq best reflects the profile of Indivior's business. We appreciate the support received from shareholders for this initiative and look forward to capitalizing on the expected benefits of this move, including reductions in cost and complexity."
Process for and principal effects of the London Delisting
In accordance with
Following the London Delisting: (i) it will no longer be possible to trade Ordinary Shares on the LSE; and (ii) the Company will maintain its listing of its Ordinary Shares on Nasdaq.
The London Delisting is expected to have no impact for shareholders who are direct holders of Ordinary Shares or who hold their interests in Ordinary Shares through their nominated DTC broker or custodian.
Holders of
As the Company is assigned to the Equity Shares (Transition) category of the Official List, no shareholder approval is required for the London Delisting.
The Company has prepared an FAQ document for shareholders, which is available at Shareholder FAQ.
Takeover Code
The Takeover Code (the "Code") applies to any company which has its registered office in the
Accordingly, if the London Delisting becomes effective, the Code will continue to apply to the Company for a period of two years after the London Delisting, following which the Code will cease to apply to the Company.
While the Code continues to apply to the Company, a mandatory cash offer will be required to be made if either: (a) any person acquires an interest in Ordinary Shares which (taken together with the Ordinary Shares in which the person or any person acting in concert with that person is interested) carry 30% or more of the voting rights of the Company; or (b) any person, together with persons acting in concert with that person, is interested in Ordinary Shares which in the aggregate carry not less than 30% of the voting rights of a Company but does not hold Ordinary Shares carrying more than 50% of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other Ordinary Shares which increases the percentage of Ordinary Shares carrying voting rights in which that person is interested.
Brief details of the Takeover Panel (the "Panel"), and of the protections afforded by the Code, are set out in Appendix 2 to this announcement.
Important Cautionary Note Regarding Forward-looking Statements
Certain statements contained herein are forward-looking statements." Forward-looking statements include, among other things, express and implied statements pertaining to (i) our intentions with respect to the London Delisting and our expectation that it will become effective; (ii) expected future sources of shareholder value, (iii) expected benefits of the London Delisting, (iv) estimates of costs and complexity of maintaining a secondary listing, and (v) 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," 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.
Actual results may differ materially from those expressed or implied in such statements because they relate to future events. For information about some of the risks and important factors that could affect our future results and financial condition, see the discussion of "Risk Factors" in our Annual Report on Form 10-K filed March 3, 2025, Part II Item 1A herein, our Form 10-Q filed May 1, 2025, and our other filings with the
We have based the forward-looking statements in this release on our current expectations and beliefs concerning future events. Forward-looking statements contained in this release speak only as of the day they are made and, except as required by law, we undertake no obligation to update or revise any forward-looking statement.
About Indivior
Indivior is a global pharmaceutical company working to help change patients' lives by developing medicines to treat opioid use disorder (OUD). Our vision is that all patients around the world will have access to evidence-based treatment for OUD and we are dedicated to transforming OUD 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 expand on its heritage in this category. Headquartered in
This announcement is being made by Alice Givens, Company Secretary.
Media Contacts:
Cassie
Vice President, Communications
Indivior PLC
Tel: 804-724-0327
Teneo
Tel: +44 207-353-4200
Investor Contacts:
Jason Thompson
Vice President, Investor Relations
Tel: 804-402-7123
jason.thompson@indivior.com
Tim Owens
Director, Investor Relations
Tel: 804-263-3978
timothy.owens@indivior.com
Appendix 1: Additional Details for Holders of
Holders of
The Company's existing
For general enquiries, details of the current cancelation charges or for assistance in cancelling
CSN Participants
The Company's existing CSN arrangements will not be impacted by the London Delisting. Accordingly, following the London Delisting, CSN participants may continue to hold interests in Ordinary Shares through
(1) If resident in the
(2) Withdraw from the CSN facility and request Computershare
(3) Withdraw from the CSN facility and request Computershare
CSN participants will be given advance notice if, in the future, the Company decides to discontinue and/or make any amendments to the existing CSN arrangements.
Appendix 2: Additional Details regarding the Code and the Panel
The Code is issued and administered by the Panel. The Code currently applies to the Company and, accordingly, shareholders are entitled to the protections afforded by the Code.
The Code and the Panel operate principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.
The Code is based upon a number of General Principles, which are essentially statements of standards of commercial behavior. The General Principles apply to takeovers and other matters to which the Code applies. They are applied by the Panel in accordance with their spirit in order to achieve their underlying purpose.
In addition to the General Principles, the Code contains a series of rules. Like the General Principles, the rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a rule in certain circumstances.
The following is a summary of key provisions of the Code which apply to transactions to which the Code applies.
Equality of treatment
General Principle 1 of the Code states that all holders of the securities of an offeree company of the same class must be afforded equivalent treatment. Furthermore, Rule 16.1 requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in the offeree company if there are favorable conditions attached which are not being extended to all shareholders.
Information to shareholders
General Principle 2 requires that the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid. Consequently, a document setting out full details of an offer must be sent to the offeree company's shareholders.
The opinion of the offeree board and independent advice
The board of the offeree company is required by Rule 3.1 to obtain competent independent advice as to whether the financial terms of any offer are fair and reasonable and the substance of such advice must be made known to its shareholders. Rule 25.2 requires the board of the offeree company to send to shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board's views on: (i) the effects of implementation of the offer on all the company's interests, including, specifically, employment; and (ii) the offeror's strategic plans for the offeree company and their likely repercussions on employment and the locations of the offeree company's places of business.
The document sent to shareholders must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneficial shareholdings. Rule 20.1 states that, except in certain circumstances, information and opinions relating to an offer or a party to an offer must be made equally available to all offeree company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.
Optionholders and holders of convertible securities or subscription rights
Rule 15 provides that when an offer is made and the offeree company has convertible securities, options or subscription rights outstanding, the offeror must make an appropriate offer or proposal to the holders of those securities to ensure their interests are safeguarded.
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