TIDMSDL TIDMRWS
RNS Number : 2288E
SDL PLC
04 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
4 November 2020
RECOMMED ALL-SHARE COMBINATION
of
SDL PLC ("SDL")
and
RWS HOLDINGS PLC ("RWS")
COMPLETION OF COMBINATION
On 27 August 2020, the boards of SDL and RWS announced that they
had reached agreement on the terms of a 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").
Scheme becomes Effective
SDL and RWS are pleased to announce that the Scheme has now
become Effective in accordance with its terms.
Consideration due to Scheme Shareholders
SDL Scheme Shareholders on the register of members of SDL at the
Scheme Record Time, being 6.00 p.m. on 3 November 2020, will
receive 1.2246 New RWS Shares for each SDL Scheme Share held by
them. The latest date for dispatch of share certificates for New
RWS Shares and cheques for the cash due in relation to the sale of
fractional entitlements (where applicable) is 18 November 2020.
Suspension, delisting and cancellation of trading of SDL
Shares
The listing of and dealings in SDL Shares on the Main Market of
the London Stock Exchange was suspended with effect from 8.00 a.m.
today. 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 is expected to take effect
by 8.00 a.m. on 5 November 2020.
As a result of the Scheme having become Effective, share
certificates in respect of SDL Shares have ceased to be valid
documents of title and entitlements to SDL Shares held in
uncertified form in CREST are being cancelled.
Resignation of SDL Directors
Additionally, as a result of the Scheme becoming Effective,
David Clayton has resigned as Non-Executive Chairman, Glenn
Collinson, Amanda Gradden, Gordon Stuart, Christopher Humphrey and
Alan McWalter have resigned as Non-Executive Directors, and Adolfo
Hernandez and Xenia Walters have resigned as Executive Directors of
the SDL Board. Richard Thompson and Des Glass have been appointed
to the SDL Board.
Admission of New RWS Shares
It is expected that 113,338,511 New RWS Shares will be issued
pursuant to the Scheme and that the admission of the New RWS Shares
to trading on AIM will take place by 8.00 a.m. on 5 November
2020.
Total voting rights of RWS
Following the issue of the New RWS Shares, RWS will have a total
of 388,527,003 ordinary shares of 1 penny each in nominal value
each issued and admitted to trading. Each share carries the right
to one vote. RWS does not hold any shares in treasury.
Following issue of the New RWS Shares, the total voting rights
figure of 388,527,003 may be used by RWS Shareholders as the
denominator for the calculations by which they determine if they
are required to notify their interest in, or a change to their
interest in, RWS under the FCA's Disclosure Guidance and
Transparency Rules.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
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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