SDL.L Regulatory News (SDL)

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

17 September 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

PUBLICATION OF THE SCHEME DOCUMENT

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, pursuant to which RWS would acquire the entire issued and to be issued ordinary share capital of SDL (the "Combination"). The Combination is expected 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 "Scheme").

Publication and posting of the Scheme Document

SDL is pleased to announce that the scheme document containing, amongst other things, the full terms and conditions of the Combination, a letter from the Chairman of SDL, an explanatory statement, notices of the required meetings and details of the action to be taken by SDL Shareholders (the "Scheme Document"), together with the related Forms of Proxy, are being published and sent today to SDL Scheme Shareholders and, for information only, are being made available to persons with information rights and to holders of options under the SDL Share Plans.

Action required

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the majority in number of the SDL Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the SDL Scheme Shares held by such SDL Scheme Shareholders vote in favour of the Scheme at the SDL Court Meeting and the approval of SDL Shareholders of the SDL Resolution at the SDL General Meeting.

It is important that, for the SDL Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of SDL Scheme Shareholder opinion. SDL Scheme Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible and, in any event, by no later than 10.00 am on 7 October 2020, in the case of the SDL Court Meeting, and by no later than 10.15 am on 7 October 2020, in the case of the SDL General Meeting.

Holders of SDL Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Shareholder helpline

If you have any questions relating to this announcement or any other matter referred to herein, the SDL Meetings or the completion and return of the Forms of Proxy, please telephone Link Asset Services on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and monitored for security and training purposes. Link Asset Services cannot provide advice on the merits of the Combination nor give any financial, legal or tax advice.

Timetable

The expected timetable of principal events is set out in the appendix to this announcement. Subject to approval at the relevant SDL Meetings, the Court sanctioning the Scheme and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective during Q4 2020. If any of the key dates set out in the timetable change, SDL will give notice of this change by issuing an announcement through a Regulatory Information Service.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

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.

Further information

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities of SDL pursuant to the Combination or otherwise in any jurisdiction in contravention of applicable law. The Combination will be implemented solely by means of the Scheme Document (or, in the event that the Combination is to be implemented by means of a Takeover Offer, the offer document) or any document by which the Combination is made which will contain the full terms and conditions of the Combination, including details of how to vote in respect of the Combination.

SDL has prepared the Scheme Document to be distributed to SDL Shareholders. SDL and RWS urge SDL Shareholders to read the Scheme Document carefully as it will contain important information relating to the Combination, the New RWS Shares and the Combined Group. Any vote in respect of the Combination, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document. Each SDL Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Combination applicable to them.

RWS has prepared the RWS Circular to be distributed to RWS Shareholders and which will be available on RWS' website at https://www.RWS.com/investor-relations/ and SDL's website at https://www.SDL.com/about/investor-relations. RWS urges RWS Shareholders to read the RWS Circular. Any vote in respect of the RWS Resolution should be made only on the basis of the information in the RWS Circular.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them. Nothing contained in this announcement shall be deemed a forecast, projection or estimate of future financial performance of SDL or the SDL Group or RWS or the RWS Group.

This announcement does not constitute a prospectus or prospectus equivalent document. The New RWS Shares to be issued pursuant to the Combination are not being offered to the public by means of this announcement. The Combination will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the AIM Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom, or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Combination or to vote their SDL Shares in respect of the Scheme at the SDL Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the SDL Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by RWS or required by the Takeover Code and permitted by applicable law and regulation, participation in the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported vote in respect of the Combination.

If the Combination is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of the New RWS Shares under the Combination to SDL Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident or to which they are subject. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Notice to US investors

SDL Shareholders in the United States should note that the Combination relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to procedural and disclosure requirements and practices applicable in the United Kingdom to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the tender offer and proxy solicitation rules under the US Exchange Act. RWS reserves the right, subject to the prior written consent of the Panel and the terms of the Co-operation Agreement, to elect to implement the Combination by way of a Takeover Offer. If in the future RWS exercises its right to implement the Combination by way of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the United States by RWS and no one else. In addition to any such Takeover Offer, RWS, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in SDL outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.

The financial information included in the documentation related to the Combination has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The New RWS Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. The New RWS Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. SDL Shareholders who are or will be "affiliates" (within the meaning of Rule 144 of the US Securities Act) of RWS or SDL prior to, or of RWS after, the Effective Date will be subject to certain US transfer restrictions relating to the New RWS Shares received pursuant to the Scheme as will be further described in the Scheme Document.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereunder, SDL will advise the Court that the Court's sanctioning of the Scheme will be relied on by RWS as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to SDL Shareholders at which all SDL Shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification is given to all SDL Shareholders.

None of the securities referred to in this announcement have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Combination or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

SDL Shareholders in the United States also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. SDL Shareholders in the United States are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Combination applicable to them.

It may be difficult for SDL Shareholders in the United States to enforce their rights and claims arising out of the US federal securities laws since RWS and SDL are organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. SDL Shareholders in the United States may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. SDL Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Further details in relation to US investors are contained in the Scheme Document.

APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Scheme.

[1] The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable).

2 The WHITE Form of Proxy for the SDL Court Meeting should be received by Link Asset Services before 10.00 a.m. on 7 October 2020, or, if the SDL Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. Non-working days shall not be taken into account for the purposes of calculating the deadline for returning Forms of Proxy for any adjourned meeting. WHITE Forms of Proxy not so received may be emailed to aydin.djemal@linkgroup.co.uk before the commencement of the SDL Court Meeting.

3 The YELLOW Form of Proxy for the SDL General Meeting must be lodged with Link Asset Services before 10.15 a.m. on 7 October 2020 in order for it to be valid, or, if the SDL General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. Non-working days shall not be taken into account for the purposes of calculating the deadline for returning Forms of Proxy for any adjourned meeting. The YELLOW Form of Proxy cannot be handed to the Chairman of the SDL General Meeting at that meeting.

4 If an SDL Meeting is adjourned, only those SDL Scheme Shareholders (in the case of the SDL Court Meeting) and SDL Shareholders (in the case of the SDL General Meeting) on the register of members of SDL at 6.00 p.m. on the day which is two days before the adjourned meeting will be entitled to attend and vote.

5 To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the SDL Court Meeting.

6 These times and dates are indicative only and will depend, among other things, on the date on which: (i) the Conditions are either satisfied, or (if capable of waiver) waived, (ii) the Court sanctions the Scheme and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. SDL will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, send notice of the change(s) to SDL Shareholders and other persons with information rights and, for information only, to participants in the SDL Share Plans. SDL must implement the Scheme in accordance with the expected timetable unless (i) the SDL Board withdraws its recommendation of the Scheme, (ii) the SDL Board announces its decision to propose an adjournment of an SDL Meeting or the Court Hearing, (iii) an SDL Meeting or the Court Hearing is adjourned, or (iv) any Condition is invoked in accordance with the Takeover Code.

7 This is the last date on which the Scheme may become Effective unless RWS and SDL agree a later date.

* All dates by reference to "D+1", "D+2" and "D+3" will be to the date falling the number of Business Days immediately after date D, as indicated.