Last checked at 30 Sep 2022 13:39
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Indivior PLC (the 'Company')
Result of General Meeting ('GM')
September 30, 2022
The Company announces the voting results of its GM, held earlier today at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR. All resolutions were duly passed by the requisite majority of shareholders by way of a poll.
Details of each resolution are set out in the shareholder circular including a Notice of Meeting (the Circular) circulated to shareholders on September 5, 2022. The voting results, incorporating proxy votes lodged in advance of the GM, are set out below and will be made available on the Company's website at http://www.indivior.com/en/investors/shareholder-information .
Capitalised terms used but not defined in this announcement having the meaning given to them in the Circular.
RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISSUED ORDINARY SHARE CAPTIAL VOTED1 | VOTES WITHHELD2 |
To adopt the new Articles of Association in connection with the Additional US Listing | 508,605,977 | 99.96 | 178,400 | 0.04 | 508,784,377 | 73.81 | 34,455 |
To approve the Consolidation of the Company's issued capital in connection with the Additional US Listing pursuant to which every 5 ordinary shares will be consolidated into 1 ordinary share | 508,516,860 | 99.95 | 258,968 | 0.05 | 508,775,828 | 73.81 | 39,004 |
Graham Hetherington, Chair, said:
We are pleased with the strong support received from shareholders that will allow us to move forward with an Additional US Listing of Indivior shares on a major US stock exchange. We believe the Additional US Listing will be beneficial in elevating Indivior's visibility and profile in its largest market, and will help attract a broader group of biopharma investors.
We anticipate that the Additional US Listing will become effective in the Spring of 2023 and the Group is diligently working on all requirements to meet this timing. Indivior will retain its premium listing on the London Stock Exchange and expects to continue to be a constituent of the FTSE 250 index.
Next steps and timetable
The expected timetable of principal events as set out in the Circular remains unchanged and is replicated below. The following dates are indicative only and are subject to change. If any of the dates set out in the timetable change, Indivior will give notice of this change by issuing an announcement through a Regulatory Information Service.
Event | Expected time/date |
Consolidation Record Time | 6.00 p.m. (London time) onOctober 7, 2022 |
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) onOctober 10, 2022 |
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) onMay 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. As at the close of business on September 28, 2022, the total number of ordinary shares of US$0.10 eligible to be voted at the GM was 688,995,928. Therefore, the total voting rights in the Company as at that time was 688,995,928.
2. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due course.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
Contact: Kathryn Hudson
Company Secretary Tel: +44 (0)1753 423940 / cosec@indivior.com
Jason Thompson Vice President, Investor RelationsTel: +1-804-402-7123 / jason.thompson@indivior.com
Tulchan Communications Tel: +44 207-353-4200
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.