RWS Holdings Regulatory News (RWS)

For immediate release 25 January 2023

RWS Holdings plc

Notification and public disclosure of transactions by PDMRs

RWS Holdings plc ("RWS"), a unique world-leading provider of technology-enabled language, content and intellectual property services, announces that on 24 January 2023 options relating to ordinary shares ("Shares") of 1 penny each in the capital of the Company ("Options") were granted under the RWS Holdings plc Long Term Incentive Plan ("LTIP") to the following persons discharging managerial responsibilities ("PDMRs") as set out below:

In addition, Options over 1,400,791 Shares were granted to other senior managers at RWS with an exercise price of 1p each.

The extent to which the Options will vest will be dependent (with 50:50 weighting) on earnings per share ("EPS") targets set in relation to a reference three year measurement period ending with the financial year ending 30 September 2025 ("FY 2025") and RWS's total shareholder return ("TSR") over the same three year period relative to a comparator group (the constituents of the FTSE 250 Index (excluding investment trusts) as at the start of the measurement period).

No portion of the EPS element will vest unless EPS for the final year equates to a compound annual growth rate ("CAGR") in EPS of 4.1 per cent. over the measurement period, for which one-quarter of the EPS element will vest. Full vesting of the EPS element requires EPS for the final year equating to a CAGR in EPS of 10.1 per cent. or better over the measurement period.

No portion of the TSR element will vest unless the Company's TSR performance over the measurement period is at least median ranking, for which one-quarter of the TSR element will vest. Full vesting of the TSR element requires upper quartile ranking performance or better over the same period.

The performance conditions, which will be disclosed in detail in next year's Directors' Remuneration Report, provide for discretion to be retained by the Board's Remuneration Committee to adjust the level of vesting that would apply (including to nil vesting) if it considers this to be appropriate (for example to counter windfall gains or to have regard to underlying financial performance and/or the shareholder experience over the measurement period).

The Options have a normal vesting date on the third anniversary of the grant date and ordinarily will be forfeited in the event of cessation of employment ahead of the vesting date. The Options granted to Ian El-Mokadem and Candida Davies are each subject to a holding period condition under which any shares acquired under the Options (net of sales for tax and national insurance) must be retained until at least the fifth anniversary of the grant date.

Once vested, Options ordinarily will remain exercisable in respect of their vested shares until the tenth anniversary of the award's grant date.

For further information, please contact:

RWS Holdings plc 01753 480200

Andrew Brode, Chairman

Ian El-Mokadem, Chief Executive Officer

Candida Davies, Chief Financial Officer

MHP (Financial PR advisor) rws@mhpc.com

Katie Hunt / Simon Hockridge 020 3128 8100

Numis (Nomad & Joint Broker) 020 7260 1000

Stuart Skinner / Kevin Cruickshank/Will Baunton

Berenberg (Joint Broker) 020 3207 7800

Ben Wright/Toby Flaux/ Alix Mecklenburg-Solodkoff

About RWS:

RWS Holdings plc is a unique, world-leading provider of technology-enabled language, content and intellectual property services. Through content transformation and multilingual data analysis, our unique combination of technology and cultural expertise helps our clients to grow by ensuring they are understood anywhere, in any language. 

Our purpose is unlocking global understanding. By combining cultural understanding, client understanding and technical understanding, our services and technology assist our clients to acquire and retain customers, deliver engaging user experiences, maintain compliance and gain actionable insights into their data and content.

We work with over 80% of the world's top 100 brands, more than three-quarters of Fortune's 20 'Most Admired Companies' and almost all of the top pharmaceutical companies, investment banks, law firms and patent filers . Our client base spans Europe, Asia Pacific and North and South America. Our 65+ global locations across five continents service clients in the automotive, chemical, financial, legal, medical, pharmaceutical, technology and telecommunications sectors.

Founded in 1958, RWS is headquartered in the UK and publicly listed on AIM, the London Stock Exchange regulated market (RWS.L). 

For further information, please visit: www.rws.com.

The information set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.