Proposed demerger of the RB Pharmaceuticals business

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

THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT ACQUIRE ANY ORDINARY SHARES IN EITHER RECKITT BENCKISER GROUP PLC OR INDIVIOR PLC REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS TO BE PUBLISHED BY INDIVIOR PLC AND ANY SUPPLEMENT OR AMENDMENT THERETO

Following the announcement made by Reckitt Benckiser Group plc (RB) on 28th July 2014 that it was pursuing a demerger of the RB Pharmaceuticals (RBP) business with a separate UK listing, RB today announces the detailed proposed timetable for the demerger (the Demerger).

• New demerged RBP company, to be called Indivior PLC (Indivior), will be UK domiciled and admitted to the premium listing segment of the Official List and traded on the London Stock Exchange’s main market for listed securities.
• RB circular to shareholders and Indivior prospectus will be published later today setting out the background to, and reasons for, the Demerger and detailed information on Indivior.
• RB General Meeting to approve the Demerger will be held on 11 December 2014.
• If the Demerger proceeds, RB Shareholders who are registered on the RB share register at the Demerger record date will receive one Indivior ordinary share for each RB ordinary share held.
• Demerger expected to complete and Indivior shares to commence trading on 23 December 2014.

The Board of RB considers that the Demerger is in the best interests of both RB and Indivior and will result in a stronger future for both RB and Indivior, with the Boards of each company focused on developing their respective businesses into leaders in their specific sectors. In particular, the Board of RB considers that the profile and potential risks and rewards of Indivior, as a specialty pharmaceuticals company, will be better understood as a standalone listed business. RB will continue its focus as a consumer health and hygiene company. 

Commenting today, Adrian Bellamy, Chairman of RB said: 

"The Board of RB considers that the Demerger is in the best interests of RB Shareholders. Accordingly the Board of RB unanimously recommends shareholders to vote in favour of the Demerger at the General Meeting to be held on 11 December 2014."

Commenting today, Howard Pien, Chairman of Indivior, said:

"Indivior, under the leadership of Shaun Thaxter, has built a global, industry leading company in addiction treatment. The business has a profitable opioid addiction business and a strong pipeline that has the potential to revolutionise how the chronic disease is treated worldwide. I, and our newly formed Board, are delighted to lead Indivior through its next stage of evolution."

Commenting today, Shaun Thaxter, CEO of Indivior, said:

"I look forward to partnering with the Indivior Executive Committee and Board to further build upon the strong foundation set by Reckitt Benckiser Pharmaceuticals under the guidance of RB as we transition to a sustainable, stand-alone organisation. Our full team – from the Executive Committee to the Board to our employees – is energised by the opportunity to continue leveraging our unique patient-focused leadership model to expand availability of addiction treatment and improve patient lives across the globe."