SDL PLC - Completion of 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
RECOMMENDED ALL-SHARE COMBINATION
SDL PLC ("SDL")
RWS HOLDINGS PLC ("RWS")
COMPLETION OF COMBINATION
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
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
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,
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
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.
+44 (0)16 2841 0100
Rothschild & Co. (Financial Adviser to SDL)
+44 (0)20 7280 5000
Investec (Joint Broker to SDL)
+44 (0)20 7597 1234
N+1 Singer (Joint Broker to SDL)
+44 (0)20 7496 3000
+44 (0)20 7618 9100
RWS Holdings plc
+44 (0)17 5348 0200
Canaccord Genuity Limited (Joint Financial Adviser to RWS)
+44 (0)20 7523 8000
Gleacher Shacklock LLP (Joint Financial Adviser to RWS)
+44 (0)20 7484 1150
Berenberg (Joint Broker to RWS)
+44 (0)20 3207 7800
Numis Securities (Nominated Adviser and Joint Broker to RWS)
+44 (0)20 7260 1000
MHP (Financial PR Adviser to RWS)
+44 (0)20 3128 8794
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the
Joh. Berenberg, Gossler & Co. KG,
Numis Securities Limited ("Numis"), which is authorised and regulated in the
N.M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the
Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the
Nplus1 Singer Advisory LLP, which is authorised and regulated by the Financial Conduct Authority in the
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,
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