TIDMSDL TIDMRWS
RNS Number : 8493D
SDL PLC
02 November 2020
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
RECOMMED ALL-SHARE COMBINATION
of
SDL PLC ("SDL")
and
RWS HOLDINGS PLC ("RWS")
UPDATE ON EXPECTED TIMETABLE FOR IMPLEMENTATION OF THE
SCHEME
On 9 October 2020, SDL announced the passing of resolutions, by
SDL Scheme Shareholders at the SDL Court Meeting and SDL
Shareholders at the SDL General Meeting held on the same date as
the announcement, approving the recommended all-share combination
of SDL and RWS (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"). The SDL Board noted that completion of the Combination
remained subject to the satisfaction or waiver of certain
Conditions set out in the circular sent to SDL Shareholders and
dated 17 September 2020 ("Scheme Document").
SDL and RWS are pleased to announce that other than Conditions
2(e) and (f) relating to the Court Hearing to sanction the Scheme,
all other Conditions have been satisfied or waived.
An updated Expected Timetable of Principal Events is set out
below. The Court Hearing has been scheduled to be heard today, 2
November 2020, and the Effective Date of the Scheme is expected to
be 4 November 2020.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
Event Time and/or date (1)
Court Hearing to sanction the Scheme 2 November 2020
Last time for dealings in, for registration 6.00 p.m. on 3 November 2020
of transfers of, and disablement
in CREST of, SDL Shares
Scheme Record Time 6.00 p.m. on 3 November 2020
Suspension of listing of, and dealings 8.00 a.m. on 4 November 2020
in, SDL Shares
Effective Date 4 November 2020 (2)
New RWS Shares issued to SDL Shareholders on or soon after 8.00 a.m.
on 5 November 2020
Cancellation of listing of SDL on by 8.00 a.m. on 5 November
the premium segment of the Official 2020
List of the Main Market of the London
Stock Exchange
Admission and commencement of dealings by 8.00 a.m. on 5 November
in New RWS Shares on AIM 2020
CREST accounts of SDL Shareholders on or soon after 8.00 a.m.
credited with New RWS Shares on 5 November 2020 but not
later than 14 days after
the Effective Date
CREST accounts of SDL Shareholders within 14 days after the
credited with cash due in relation Effective Date
to the sale of fractional entitlements
Despatch of (a) share certificates within 14 days after the
for New RWS Shares and (b) cheques Effective Date
for the cash due in relation to the
sale of fractional entitlements
Long-stop Date 17 June 2021(3)
Notes:
([1]) The dates and times given are indicative only and are
based on current expectations and are subject to change. All times
are London times unless otherwise stated. If any of the times
and/or dates above change, the revised times and/or dates will be
announced via a Regulatory Information Service
(2) The Court Order approving the Scheme is expected to be
delivered to Companies House following the Scheme Record Time on 3
November 2020 and the suspension of listing of, and dealings in,
SDL Shares on 4 November 2020, which date will then become the
Effective Date. The events which are stated as occurring on
subsequent dates are conditional on the Effective Date and operate
by reference to this time.
(3) This is the last date on which the Scheme may become
Effective unless RWS and SDL agree a later date.
Enquiries:
SDL plc
David Clayton , Non-Executive Chairman +44 (0)16 2841
Adolfo Hernandez , Chief Executive Officer 0100
Rothschild & Co. (Financial Adviser to SDL) +44 (0)20 7280
Warner Mandel, Anton Black, Avalon de Paravicini 5000
Investec (Joint Broker to SDL) +44 (0)20 7597
David Flin, Andrew Pinder, Ben Griffiths 1234
N+1 Singer (Joint Broker to SDL) +44 (0)20 7496
Shaun Dobson, Steve Pearce, Ben Farrow 3000
Luther Pendragon (Financial PR Adviser to SDL) +44 (0)20 7618
Harry Chathli, Claire Norbury, Alexis Gore 9100
RWS Holdings plc
Andrew Brode , Chairman + 44 (0)17 5348
Richard Thompson , Chief Executive Officer 0200
Canaccord Genuity Limited (Joint Financial Adviser
to RWS) +44 (0)20 7523
Simon Bridges, Hanan Lee 8000
Gleacher Shacklock LLP (Joint Financial Adviser
to RWS) + 44 (0)20 7484
Dominic Lee, Tom Quinn, Lewis Robinson 1150
Berenberg (Joint Broker to RWS) + 44 (0)20 3207
Ben Wright, Toby Flaux, Alix Mecklenburg-Solodkoff 7800
Numis Securities (Nominated Adviser and Joint
Broker to RWS) +44 (0)20 7260
Stuart Skinner, Kevin Cruickshank, William Baunton 1000
MHP (Financial PR Adviser to RWS) +44 (0)20 3128
Katie Hunt, Simon Hockridge, Catherine Chapman 8794
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 websites and availability of hard copies
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 SDL's website at
https://www.sdl.com/about/investor-relations and 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.
SDL Shareholders may, subject to applicable securities laws,
request a hard copy of this announcement by contacting Link Asset
Services on +44 (0)371 664 0321, or in writing, at The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU. A hard copy of this
announcement will not be sent unless so requested. A person so
entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Combination
should be in hard copy form.
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END
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