Publication of Circular and Notice of GM
September 5, 2022
Indivior PLC (the 'Company')
Publication of Circular and Notice of General Meeting
On July 28, 2022, the Board of Directors of the Company announced that, following consultation with institutional shareholders, it had decided to seek the approval of shareholders for an additional listing of Indivior Shares on a major US stock exchange (the "Additional US Listing").
Further to that announcement, the Company has today posted or made available to shareholders a circular (the "Circular") incorporating a notice of general meeting (the "General Meeting") regarding the Additional US Listing. In order to implement the Additional US Listing, shareholder approval is being sought (i) to adopt new articles of association and (ii) to effect a consolidation of Indivior's existing ordinary share capital at a ratio of one new ordinary share for every five existing ordinary shares (the "Consolidation"). Further details regarding the proposed new articles of association and the proposed Consolidation are set out in the Circular.
Copies of the following documents have been submitted to the FCA and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- Circular incorporating the notice of General Meeting;
- Form of Proxy for the General Meeting; and
- Proposed amendments to the articles of association.
The Circular incorporating the notice of General Meeting and the proposed amendments to the articles of association can also be viewed on the Company's website at: www.indivior.com/en/investors/shareholder-information and will be available for inspection at the place of the General Meeting for at least 15 minutes before and during the General Meeting .
The General Meeting will be held on Friday September 30, 2022, at 11.00 a.m. at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR.
The expected timetable for the General Meeting, the Consolidation and the Additional US Listing is set out below:
|
Event |
Expected time/date (see note 1) |
|
Latest time and date for receipt of Forms of Proxy, eProxy appointment instruction and CREST electronic proxy appointment instruction |
11.00 a.m. (London time) on September 28, 2022 |
|
Voting Record Time for the General Meeting for Indivior Shareholders |
6.00 p.m. (London time) on September 28, 2022 (see note 2) |
|
General Meeting |
11.00 a.m. (London time) on September 30, 2022 |
|
Consolidation Record Time |
6.00 p.m. (London time) on |
|
Admission of New Ordinary Shares to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and commencement of dealings in New Ordinary Shares |
8.00 a.m. (London time) on |
|
Expected date CREST accounts are to be credited with New Ordinary Shares in uncertificated form |
October 10, 2022 |
|
Expected date for dispatch of definitive certificates for New Ordinary Shares in certificated form |
October 17, 2022 |
|
Expected date for payment (where applicable) of fractional entitlements for New Ordinary Shares |
October 21, 2022 |
|
Expected time and date for admission and commencement of dealings in Indivior Shares on a major US stock exchange |
By 8.00 a.m. (New York time) on May 31, 2023 |
|
Expected date for issue of Indivior DIs to CREST participant accounts and crediting of CSN Facility accounts |
On or around May 31, 2023 |
NOTES:
1) All dates and times are based on Indivior's current expectations and are subject to change. If any of the dates and/or times change, Indivior will give notice of the change by issuing an announcement through a Regulatory News Service.
2) Only those Indivior Shareholders entered on the register of members at 6.00 p.m. (London time) on September 28, 2022 or, if the General Meeting is adjourned, on the register of members at 6.00 p.m. on the day which is two business days before the time of the adjourned meeting, shall be entitled to attend and vote at the General Meeting in respect of the number of Indivior Shares registered in their name at that time.
Capitalised terms used but not otherwise defined in this announcement have the same meaning given to them in the Circular.
Key Contacts :
Jason Thompson
VP, Investor Relations
+1 804-402-7123 or jason.thompson@indivior.com
Tim Owens
Director, Investor Relations
+1 804-263-3978 or timothy.owens@indivior.com
Kathryn Hudson
Company Secretary
+44 (0)1753 423940 or kathryn.hudson@indivior.com
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.
About Indivior
Indivior is a global pharmaceutical company working to help change patients' lives by developing medicines to treat substance use disorders (SUD) 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 more than 900 individuals globally and its portfolio of products is available in over 40 countries worldwide. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/indivior .
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