9 Oct 2020 17:36
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
9 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
RESULTS OF SDL MEETINGS
SDL is pleased to announce that at the SDL Court Meeting and the SDL General Meeting held earlier today 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 "Scheme"), the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the SDL Court Meeting and the SDL General Meeting contained in the circular to SDL Shareholders dated 17 September 2020 (the "Scheme Document").
SDL COURT MEETING
The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
Results of the SDL Court Meeting | Number of SDL Scheme Shares voted | % of SDL Scheme Shares voted | Number of SDL Scheme Shareholders who voted | % of SDL Scheme Shareholders who voted | Number of SDL Scheme Shares voted as a percentage of the total number of SDL Scheme Shares* |
FOR | 71,197,663 | 90.44% | 220 | 96.49% | 77.95% |
AGAINST | 7,525,025 | 9.56% | 8 | 3.51% | 8.24% |
TOTAL | 78,722,688 | 100% | 228 | 100% | 86.19% |
*As at the Voting Record Time, there were 91,343,075 SDL Scheme Shares in issue.
SDL GENERAL MEETING
The voting on the special resolution to provide for the implementation of the Scheme, the amendment to the Company's articles of association, the Capitalisation and, subject to the Scheme becoming effective in accordance with its terms, the re-registration of the Company as a private limited company, was taken on a poll and the results were as follows:
Results of the SDL General Meeting | Number of SDL Shares voted | % of SDL Shares voted | Number of SDL Shares voted as a percentage of the total number of SDL Shares+ |
FOR | 71,201,576 | 90.44% | 77.95% |
AGAINST | 7,525,025 | 9.56% | 8.24% |
TOTAL | 78,726,601 | 100% | 86.19% |
WITHHELD | Nil | - | - |
+As at the Voting Record Time, there were 91,343,075 SDL Shares in issue.
Votes lodged to be cast at the SDL 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 special resolution.
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 Scheme Document.
Enquiries:
SDL plc David Clayton, Non-Executive Chairman Adolfo Hernandez, Chief Executive Officer
| +44 (0)16 2841 0100 |
Rothschild & Co. (Financial Adviser to SDL) Warner Mandel, Anton Black, Avalon de Paravicini
Investec (Joint Broker to SDL) David Flin, Andrew Pinder, Ben Griffiths
N+1 Singer (Joint Broker to SDL) Shaun Dobson, Steve Pearce, Ben Farrow
| +44 (0)20 7280 5000
+44 (0)20 7597 1234
+44 (0)20 7496 3000 |
Luther Pendragon (Financial PR Adviser to SDL) Harry Chathli, Claire Norbury, Alexis Gore | +44 (0)20 7618 9100 |
|
|
IMPORTANT NOTICES
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 by no later than 12 noon on the Business Day following the date of this announcement.
Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website 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.
A copy of the special resolution passed at the meeting will be submitted to the National Storage Mechanism and will be available for inspection at: www.morningstar.co.uk/uk/nsm