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12 Oct 2020 07:00
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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW RWS SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE RWS CIRCULAR.
FOR IMMEDIATE RELEASE
12 October 2020
RECOMMENDED ALL-SHARE COMBINATION
of
SDL PLC ("SDL")
and
RWS HOLDINGS PLC ("RWS")
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies
Act 2006
RESULT OF RWS GENERAL MEETING
RWS is pleased to announce that at the RWS General Meeting on 9 October 2020 in connection with the recommended all-share combination of SDL and RWS, to be effected by means of a Court-sanctioned scheme of arrangement between SDL and SDL Scheme Shareholders under Part 26 of the Companies Act 2006, the resolution proposed was duly passed. Full details of the resolution is set out in the notice of the RWS General Meeting contained in the circular to RWS Shareholders dated 17 September 2020 (the "RWS Circular").
RWS GENERAL MEETING
The results of the voting on the Resolution to provide for the issue and allotment of the New RWS Shares in connection with the Combination and the establishment of the EBT, were as follows:
Results of the RWS General Meeting | Number of RWS Shares voted | % of RWS Shares voted | Number of RWS Shares voted as a percentage of the total number of RWS Shares# |
FOR | 218,518,609 | 99.75% | 79.4% |
AGAINST | 557,141 | 0.25% | 0.2% |
TOTAL | 219,075,750 | 100% | 79.6% |
WITHHELD | 239,797 | - | - |
#As at 8 October 2020, there were 275,188,492 RWS Shares in issue.
Votes lodged to be cast at the RWS Chairman's discretion have been included in the 'Votes for' figures.
Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against the Resolution.
The Company is pleased to note that on 9 October 2020 the resolutions proposed at the SDL Court Meeting and the SDL General Meeting were duly approved.
Completion of the Combination remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing.
Defined terms used but not defined in this announcement have the meaning given to them in the RWS Circular.
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 |
IMPORTANT NOTICES
Canaccord Genuity Limited, 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 its clients or for providing advice in relation to the contents of this announcement or any matters referred to herein.
Gleacher Shacklock LLP, 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 its clients 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, 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 its clients or for providing advice in relation to the contents of this announcement or any matters referred to herein.
Numis Securities Limited, 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 its clients or for providing advice in relation to the contents of this announcement or any matters 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 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.
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