Indivior to Commence Formal Shareholder Consultations on Additional US Listing

Richmond, VA, March 31, 2022 - Indivior PLC, (LON: INDV) today announced that further to its announcement on February 16, 2022, it is commencing formal consultations with shareholders on the potential for an additional listing of Indivior shares in the US on a major stock exchange.

The Board believes that an additional US listing is likely to be beneficial to elevating the Group’s profile in its largest market. In coming to its view, the Board considered the following key elements of the Group’s strategy, structure and opportunity:

• Approximately 80% of Group’s net revenue is generated in the US;
• The US currently is, and is expected to remain, the Group’s largest and highest value market for its key treatments (SUBLOCADE® and PERSERIS®);
• Healthcare comprises approximately 20% of US gross domestic product (GDP) and, as such, the US contains the largest pool of biopharma-focused investors and research analyst coverage;
• The CEO and a majority of the Group’s leadership team are based in the US;
• 40%-plus of shareholders are based in North America; and
• Provides a US stock currency for potential business development.

The Board looks forward to receiving investor feedback during the consultations and, if supportive, the Board intends to put forward a formal shareholder resolution in September of this year that would facilitate an additional listing in the US.

Comment by Graham Hetherington, Chair of the Board

In assessing Indivior’s optimal listing structure, the Board’s approach is always to consider what is in the best interests of the Group and all of its stakeholders over the long-term. The Board believes that an additional US listing in the near-term would be beneficial because we believe it will raise the Group’s profile in its highest value market and potentially attract a broader group of biopharma shareholders. Longer-term, it also provides the Group with the optionality to pursue a primary or sole US listing, if appropriate.

We have received initial positive feedback from a broad range of shareholders on the potential of an additional US listing. We are, however, mindful that this is a complex issue for shareholders, and we look forward to commencing a period of formal consultations with our shareholders. We will listen carefully to all shareholder feedback and expect to make a further announcement following the conclusion of shareholder consultations, which is likely to be in July of this year in conjunction with the Group’s H1 2022 results.

Background

In conjunction with its FY 2021 results release on February 16, 2022, the Group’s Board indicated that it had been assessing the optimal listing structure for Indivior shares and that its preliminary view was that an additional listing of Indivior shares on a major US stock exchange is likely to be beneficial to the Group's profile and ability to attract a broader group of biopharma-focused investors and research analysts. The Board is now formally commencing further consultations with institutional shareholders on the potential of such an additional US listing. 

More detail on the US additional listing considerations can be found in the Consultation presentation on the Group’s website. If supported by shareholders, the key considerations and anticipated timings for an additional US listing are as follows:

• Additional listing of Indivior shares on a major US stock exchange (i.e., NASDAQ, NYSE);
• Full premium London Stock Exchange listing maintained;
• FTSE indexation maintained;
• Requires shareholder approval by a majority of 75% (of votes cast) of a resolution to amend Indivior’s articles of association to facilitate settlement of its shares in the UK and US;
• Extraordinary General Meeting of shareholders to obtain such approval in September 2022; and
• Earliest implementation of additional US listing in Spring 2023.

Investors interested in further inquiry on this initiative are invited to reach out to the Key Contacts listed below.
 

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