INDIVIOR PLC
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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Major Shareholders
As of June 30, 2024, 63,953,605 shares were held for the benefit of 1,869 shareholders who were U.S. residents, comprising approximately 48% of our issued share capital.
The table below sets forth information with respect to the beneficial ownership of our ordinary shares, based on notifications made by such shareholders under the U.K. Financial Conduct Authority’s Disclosure and Transparency Rules or statements made by such investors in their respective filings with the U.S. SEC as of February 28, 2025 by:
each of our directors, executive officers and senior managers individually and as a group; and
each person, or group of affiliated persons, who is known by us to own beneficially more than 3% of our ordinary shares.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
All ordinary shares have the same voting rights.
| NAME AND ADDRESS OF BENEFICIAL OWNER · NUMBER OF SHARES BENEFICIALLY OWNED · TOTAL PERCENTAGE(1) | ||||
|---|---|---|---|---|
| Major Shareholders: | ||||
| Two Seas Capital LP(2) | 12,007,514 | 9.64% | ||
| Oaktree Capital Holdings, LLC(3) | 9,521,980 | 7.64% | ||
| Deerfield Partners, L.P.(4) | 8,883,160 | 7.13% | ||
| The Goldman Sachs Group, Inc.(5) | 8,092,710 | 6.50% | ||
| Directors(6)(7) | ||||
| Dr. David Wheadon | 10,000 | * | ||
| Mark Crossley(8) | 97,671 | * | ||
| Peter Bains | 10,800 | * | ||
| Joe Ciaffoni | 56,000 | * | ||
| Dr. Keith Humphreys | 2,379 | * | ||
| Jo LeCouilliard | 1,490 | * | ||
| Daniel Ninivaggi | 15,000 | * | ||
| Barbara Ryan | 0 | * | ||
| Robert Schriesheim | 80,233 | * | ||
| Mark Stejbach | 13,924 | * | ||
| Juliet Thompson | 3,850 | (9) | * | |
| Senior Management(10)(11) | ||||
| Jeff Burris | * | * | ||
| Cindy Cetani | * | * | ||
| Angela Colon-Mahoney | * | * | ||
| Dr. Christian Heidbreder | * | * | ||
| Kathryn Hudson(12) | * | (13) | * | |
| Vishal Kalia | * | * | ||
| Ryan Preblick | * | * | ||
| Richard Simkin | * | * | ||
| Hillel West(12) | * | * | ||
| All Directors and Senior Managers as a Group | 1,002,467 | (9)(13) | * | |
Represents beneficial ownership of less than one percent of our outstanding ordinary shares.
(1)Based on 124,570,449 ordinary shares outstanding as of February 28, 2025, which comprise our entire issued and outstanding share capital as of that date.
(2)The business address for Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (altogether, the "Two Seas Parties") is 32 Elm Place, 3rd Floor, Rye, NY 10580, United States. Based on the Company’s review of a Schedule 13D-Amendment No. 4 filed by the Two Seas Parties on January 17, 2025, the Two Seas Parties share voting and investment control of 12,007,514 ordinary shares.
(3)The business address for Oaktree Capital Holdings, LLC ("OC Holdings"), Oaktree Capital Group Holdings GP, LLC ("OC Group Holdings"), Brookfield Asset Management ULC ("Brookfield"), Oaktree Fund GP I, L.P. ("Oaktree GP I"), Oaktree Value Opportunities Fund, L.P. ("OVO Fund"), Oaktree London Liquid Value Opportunities Fund (VOF), L.P. ("VOF"), Oaktree Capital Management, L.P. ("OC Management"), and Oaktree Phoenix Investment Fund, L.P. ("OPI Fund") (and altogether, the "Oaktree Parties") is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, United States. Based on the Company's review of a Schedule 13D-Amendment No. 1 filed by the Oaktree Parties on November 6, 2024, the Oaktree Parties hold an aggregate of 9,521,980 ordinary shares as follows: OVO Fund is the direct holder of and shares voting and investment control of 5,545,556 ordinary shares; VOF is the direct holder of and shares voting and investment control of 2,351,370 ordinary shares; OPI Fund is the direct holder of and shares voting and investment control of 268,780 ordinary shares; OC Management is the investment manager to Boston Patriot Arlington St LLC, an SMA account which directly holds 1,356,274 ordinary shares, over which OC Management shares voting and investment control; Oaktree GP I is the indirect general partner of OVO Fund, VOF, and OPI Fund, and as such may be deemed to beneficially own and share voting and investment control of an aggregate of 8,165,706 ordinary shares; OC Holdings is the indirect general partner of OVO Fund, VOF, OPI Fund, and Oaktree GP I, and as such may be deemed to beneficially own and share voting and investment control of an aggregate of 9,521,980 ordinary shares; OC Group Holdings is the indirect owner of the Class B Units of OC Holdings, and as such may be deemed to beneficially own and share voting and investment control of an aggregate of 9,521,980 ordinary shares; and Brookfield is the indirect owner of the Class A1 Units of OC Holdings, and as such may be deemed to beneficially own and share voting and investment control of an aggregate of 9,521,980 ordinary shares.
(4)The business address for Deerfield Partners, L.P., Deerfield Mgmt., L.P., Deerfield Management Company, L.P., and James E. Flynn (altogether, the "Deerfield Parties") is 345 Park Avenue South, 12th Floor, New York, NY 10010, United States. Based on the Company's review of a Schedule 13G-Amendment No. 1 filed by the Deerfield Parties on February 13, 2025, the Deerfield Parties share voting and investment control of 8,883,160 ordinary shares.
(5)The business address for The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC (altogether, the "Goldman Sachs Parties") is 200 West Street, New York, NY 10282, United States. Based on the Group's review of a Schedule 13G filed by the Goldman Sachs Parties on February 6, 2025, the Goldman Sachs Parties share voting and investment control of 8,092,710 ordinary shares.
(6)Except as otherwise indicated, the business address for each of our Directors is 234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom.
(7)Dr. McLellan retired from the Board on February 29, 2024, and Mr. Hetherington and Mr. Lande retired from the Board on December 31, 2024. At the time of their departures from the Board, Dr. McLellan, Mr. Hetherington, and Mr. Lande beneficially owned 1,509, 21,651, and 63 ordinary shares, respectively.
(8)The business address for Mr. Crossley is 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235, United States.
(9)This amount includes 1,925 ordinary shares held by the spouse of Ms. Thompson.
(10)Except as otherwise indicated, the business address for each member of our Senior Management is 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235, United States.
(11)Mr. Fogle retired as Chief Human Resources Officer on December 31, 2024. At the time of his departure, Mr. Fogle beneficially owned 60,346 ordinary shares.
(12)The business address for Ms. Hudson and Mr. West is 234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom.
(13)This amount includes 2,150 ordinary shares held by the spouse of Ms. Hudson.
Changes in the percentage ownership by major shareholders are set out below. The information in the table below is based on the notifications made by such shareholders as of the dates indicated under the U.K. Financial Conduct Authority’s Disclosure and Transparency Rules or statements made by such investors in their respective filings with the U.S. SEC.
| December 31, 2022 | December 31, 2023 | December 31, 2024 | |
|---|---|---|---|
| Two Seas Capital LP | 5.13% | 10.09% | 9.61% |
| Oaktree Capital Holdings, LLC | —% | —% | 7.62% |
| Deerfield Partners, L.P. | —% | —% | 7.11% |
| The Goldman Sachs Group, Inc. | —% | —% | 6.48% |
Equity Compensation Plan Information
The following table provides information, as of December 31, 2024, with respect to our ordinary shares that may be issued, subject to certain vesting requirements, under existing and future awards under our 2024 LTIP, 2024 Sharesave Plan, ESPP, 2014 LTIP, 2014 Sharesave Plan, and DBP.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans |
|---|---|---|---|
| Equity compensation plans approved by security holders | 5,829,172 | 22.3p | 39,510,049 |
| Equity compensation plans not approved by security holders | 48,182 | — | 1,000,000 |
| Total | 5,877,354 | 22.1p | 40,510,049 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.