TIDMINDV
RNS Number : 8482R
Jefferies International Limited.
09 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH ITS DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE SECURITIES REFERRED TO
HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL.
PRESS RELEASE, 09 November 2021
Proposed placing of existing ordinary shares in Indivior PLC
Jefferies International Limited ("Jefferies") today announces
the intention to sell existing ordinary shares in Indivior PLC (the
"Company") on behalf of Scopia Capital Management LP ("Scopia" or
the "Seller"). The proposed share sale (the "Placing") represents
approximately 3.0% of the Company's issued share capital.
Scopia will retain its seat on the Company's board and remains a
committed long-term shareholder. Post completion of the Placing,
Indivior will remain Scopia's top holding. Shares in Indivior held
by Scopia, which are not sold in the Placing, will be subject to a
90-day lock-up, subject to customary exceptions.
The price per share will be determined through an accelerated
bookbuilding process to institutional investors. The bookbuilding
process will commence with immediate effect following this
announcement and may close at any time on short notice. The results
of the Placing will be announced as soon as practicable
thereafter.
Jefferies is acting as Sole Global Coordinator and Bookrunner on
the Placing. A further announcement will be made following
completion of the bookbuilding and pricing of the Placing.
For the avoidance of doubt, the Company will not receive any
proceeds from the Placing.
Enquiries:
Jefferies +44 (0)20 7029 8000
Luca Erpici / Oliver Berwin
IMPORTANT NOTICE
This announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Any failure to comply with
these restrictions may constitute a violation of the securities
laws of such jurisdictions.
The distribution of this announcement and the offer and sale of
the securities referred to herein may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. The offer
and sale of securities referred to herein has not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act)absent
registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Company has
not been and will not be registered under the U.S. Investment
Company Act of 1940, and investors will not be entitled to the
benefits of such Act. The securities referred to herein have not
been registered under the applicable securities laws of Australia,
Canada, Japan or South Africa and, subject to certain exceptions,
the securities referred to herein may not be offered or sold in
Australia, Canada, Japan or South Africa. There will be no public
offer of the securities in the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction.
In member states of the European Economic Area, this
announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the
meaning of the Prospectus Regulation ("Qualified Investors"). For
these purposes, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129. In the United Kingdom, this announcement
is directed exclusively at Qualified Investors: (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii)
who fall within Article 49(2)(A) to (D) of the Order; or (iii) to
whom it may otherwise lawfully be communicated.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
Scopia Capital Management LP, Jefferies and/or any of their
respective affiliates.
This announcement does not represent the announcement of a
definitive agreement to proceed with the Placing and, accordingly,
there can be no certainty that the Placing will proceed.
Jefferies, which is authorised and regulated by Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Scopia Capital Management LP and no-one else in connection with the
offering. Jefferies will not regard any other person as its clients
in relation to the offering and will not be responsible to anyone
other than Scopia Capital Management LP for providing the
protections afforded to its clients, nor for providing advice in
relation to the offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with any offering of the securities, Jefferies and
its affiliates acting as an investor for their own account may take
up as a proprietary position any securities and in that capacity
may retain, purchase or sell for their own accounts such
securities. In addition, they may enter into financing arrangements
and swaps with investors in connection with which they may from
time to time acquire, hold or dispose of securities. They do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
Jefferies, nor any of its respective directors, officers,
employees, affiliates, alliance partners, advisers and/or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from this
announcement) or any other information relating to Indivior PLC or
Scopia Capital Management LP or any of their respective
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
This information is provided by RNS, the news service of the
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Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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Policy.
END
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(END) Dow Jones Newswires
November 09, 2021 11:37 ET (16:37 GMT)
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