Update on All-Share Combination
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
2 November 2020
RECOMMENDED ALL-SHARE COMBINATION
of
RWS HOLDINGS PLC ("RWS")
and
SDL PLC ("SDL")
COURT SANCTION, EXERCISE OF OPTIONS, SUSPENSION OF DEALINGS AND ISSUANCE OF NEW RWS SHARES
On 27 August 2020, the boards of RWS and SDL announced that they had reached agreement on the terms of a recommended all-share combination of RWS and SDL (the "Combination"), to be implemented by means of a Court-sanctioned scheme of arrangement between SDL and SDL Scheme Shareholders under Part 26 of the Companies Act 2006 (the "Scheme"). On 9 October 2020, SDL announced that the Scheme was approved by a majority in number of SDL Scheme Shareholders, who voted and were entitled to vote, either in person or by proxy, and who together represented over 75 per cent by value of the votes cast.
RWS and SDL are pleased to announce that the Scheme was sanctioned by the Court earlier today. The Scheme will become effective upon the Court Order being delivered to the Registrar of Companies, which is expected to take place on 4 November 2020.
Exercise of SDL Options and admission of shares to trading on the Main Market
Upon the Court sanction of the Scheme earlier today, 1,203,402 SDL Options under the SDL Share Plans have become exercisable and have been exercised by holders of SDL Options under the SDL Share Plans in respect of 1,203,402 SDL Options. The SDL Employee Benefit Trust ("EBT") currently holds 23,901 SDL Shares and the trustees of the EBT have agreed that those SDL Shares can be utilized in partial satisfaction of the SDL Options under the SDL LTIP 2016. As a consequence, application has been made to the London Stock Exchange for 1,179,501 new ordinary shares of 1 pence each ("Ordinary Shares") to be admitted to trading on the Main Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and dealings in such Ordinary Shares will commence at 8.00 a.m. on 3 November 2020.
Upon Admission, SDL's issued share capital will consist of 92,551,455 Ordinary Shares with one voting right each. SDL does not hold any shares in treasury. The International Securities Identification Number for SDL Ordinary Shares is GB0009376368.
Suspension of trading on the Main Market
Dealings in SDL Shares will be suspended from trading on the Main Market of the London Stock Exchange with effect from 8.00 a.m. on 4 November 2020. Subject to the Scheme becoming Effective, it is expected that the cancellation of (i) listing of SDL Shares on the premium segment of the Official List and (ii) trading of SDL Shares on the Main Market of the London Stock Exchange will take effect no later than 8.00 a.m. on 5 November 2020.
New RWS Shares
It is expected that, subject to the Scheme becoming Effective, New RWS Shares will be issued to SDL Shareholders on or soon after 8.00 a.m. on 5 November 2020 and that such New RWS Shares will be admitted to trading on AIM by 8.00 a.m. on 5 November 2020.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
Enquiries:
|
RWS Holdings plc Andrew Brode , Chairman Richard Thompson , Chief Executive Officer
|
+ 44 (0)17 5348 0200 |
|
Canaccord Genuity Limited (Joint Financial Adviser to RWS) Simon Bridges, Hanan Lee
Gleacher Shacklock LLP (Joint Financial Adviser to RWS) Dominic Lee, Tom Quinn, Lewis Robinson |
+44 (0)20 7523 8000
+ 44 (0)20 7484 1150 |
|
|
|
|
Berenberg (Joint Broker to RWS) Ben Wright, Toby Flaux, Alix Mecklenburg-Solodkoff |
+ 44 (0)20 3207 7800 |
|
Numis Securities (Nominated Adviser and Joint Broker to RWS) Stuart Skinner, Kevin Cruickshank, William Baunton
MHP (Financial PR Adviser to RWS) Katie Hunt, Simon Hockridge, Catherine Chapman |
+44 (0)20 7260 1000
+44 (0)20 3128 8794 |
|
|
|
|
SDL plc David Clayton, Non-Executive Chairman Adolfo Hernandez, Chief Executive Officer
|
+44 (0)16 2841 0100 |
|
Rothschild & Co. (Financial Adviser to SDL) Warner Mandel, Anton Black, Avalon de Paravicini
Investec (Joint Broker to SDL) David Flin, Andrew Pinder, Ben Griffiths
N+1 Singer (Joint Broker to SDL) Shaun Dobson, Steve Pearce, Ben Farrow
|
+44 (0)20 7280 5000
+44 (0)20 7597 1234
+44 (0)20 7496 3000 |
|
Luther Pendragon (Financial PR Adviser to SDL) Harry Chathli, Claire Norbury, Alexis Gore |
+44 (0)20 7618 9100 |
IMPORTANT NOTICES
Canaccord Genuity Limited (" Canaccord Genuity "), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for RWS and no one else in connection with the Combination or any other matter referred to in this announcement and will not be responsible to anyone other than RWS for providing the protections offered to clients of Canaccord Genuity or for providing advice in relation to the contents of this announcement or any matters referred to herein.
Gleacher Shacklock LLP (" Gleacher Shacklock ") , which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for RWS and no one else in connection with the Combination or any other matter referred to in this announcement and will not be responsible to anyone other than RWS for providing the protections offered to clients of Gleacher Shacklock or for providing advice in relation to the contents of this announcement or any matters referred to herein.
Joh. Berenberg, Gossler & Co. KG, London Branch (" Berenberg ") , which is regulated by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation in the United Kingdom by the Financial Conduct Authority, is acting exclusively for RWS and no one else in connection with the Combination or any other matter referred to in this announcement and will not be responsible to anyone other than RWS for providing the protections offered to clients of Berenberg or for providing advice in relation to the contents of this announcement or any matters referred to herein.
Numis Securities Limited (" Numis ") , which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for RWS and no one else in connection with the Combination or any other matter referred to in this announcement and will not be responsible to anyone other than RWS for providing the protections offered to clients of Numis or for providing advice in relation to the contents of this announcement or any matters referred to herein.
N.M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for SDL and for no one else in connection with the Combination or any other matter referred to in this announcement and will not be responsible to anyone other than SDL for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement or any other matter referred to herein.
Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively for SDL and for no one else in connection with the Combination or any other matter referred to in this announcement and will not be responsible to anyone other than SDL for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement or any other matter referred to herein.
Nplus1 Singer Advisory LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for SDL and for no one else in connection with the Combination or any other matter referred to in this announcement and will not be responsible to anyone other than SDL for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement or any other matter referred to herein.
Publication on website
A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on RWS's website at https://www.rws.com/investor-relations/ by no later than 12 noon on the Business Day following the date of this announcement.
Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 19 hours ago Savannah Energy
- 20 hours ago Buccaneer Energy PLC
- 20 hours ago Savannah Energy
- 20 hours ago Carclo
- 20 hours ago Schroder Japan Growth Fund