2 Nov 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.
FOR IMMEDIATE RELEASE
2 November 2020
RECOMMENDED ALL-SHARE COMBINATION
of
SDL PLC ("SDL")
and
RWS HOLDINGS PLC ("RWS")
UPDATE ON EXPECTED TIMETABLE FOR IMPLEMENTATION OF THE SCHEME
On 9 October 2020, SDL announced the passing of resolutions, by SDL Scheme Shareholders at the SDL Court Meeting and SDL Shareholders at the SDL General Meeting held on the same date as the announcement, approving the recommended all-share combination of SDL and RWS (the "Combination"), to be implemented 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 SDL Board noted that completion of the Combination remained subject to the satisfaction or waiver of certain Conditions set out in the circular sent to SDL Shareholders and dated 17 September 2020 ("Scheme Document").
SDL and RWS are pleased to announce that other than Conditions 2(e) and (f) relating to the Court Hearing to sanction the Scheme, all other Conditions have been satisfied or waived.
An updated Expected Timetable of Principal Events is set out below. The Court Hearing has been scheduled to be heard today, 2 November 2020, and the Effective Date of the Scheme is expected to be 4 November 2020.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates for implementation of the Scheme.
Event | Time and/or date1 |
Court Hearing to sanction the Scheme | 2 November 2020 |
Last time for dealings in, for registration of transfers of, and disablement in CREST of, SDL Shares | 6.00 p.m. on 3 November 2020 |
Scheme Record Time | 6.00 p.m. on 3 November 2020 |
Suspension of listing of, and dealings in, SDL Shares | 8.00 a.m. on 4 November 2020 |
Effective Date | 4 November 20202 |
New RWS Shares issued to SDL Shareholders | on or soon after 8.00 a.m. on 5 November 2020 |
Cancellation of listing of SDL on the premium segment of the Official List of the Main Market of the London Stock Exchange | by 8.00 a.m. on 5 November 2020 |
Admission and commencement of dealings in New RWS Shares on AIM | by 8.00 a.m. on 5 November 2020 |
CREST accounts of SDL Shareholders credited with New RWS Shares | on or soon after 8.00 a.m. on 5 November 2020 but not later than 14 days after the Effective Date |
CREST accounts of SDL Shareholders credited with cash due in relation to the sale of fractional entitlements | within 14 days after the Effective Date |
Despatch of (a) share certificates for New RWS Shares and (b) cheques for the cash due in relation to the sale of fractional entitlements | within 14 days after the Effective Date |
Long-stop Date Notes: | 17 June 20213 |
[1] The dates and times given are indicative only and are based on current expectations and are subject to change. All times are London times unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service
2 The Court Order approving the Scheme is expected to be delivered to Companies House following the Scheme Record Time on 3 November 2020 and the suspension of listing of, and dealings in, SDL Shares on 4 November 2020, which date will then become the Effective Date. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this time.
3 This is the last date on which the Scheme may become Effective unless RWS and SDL agree a later date.
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
| +44 (0)20 7280 5000 |
Investec (Joint Broker to SDL) David Flin, Andrew Pinder, Ben Griffiths
| +44 (0)20 7597 1234 |
N+1 Singer (Joint Broker to SDL) Shaun Dobson, Steve Pearce, Ben Farrow
| +44 (0)20 7496 3000 |
Luther Pendragon (Financial PR Adviser to SDL) Harry Chathli, Claire Norbury, Alexis Gore
| +44 (0)20 7618 9100 |
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 | +44 (0)20 7523 8000
|
Gleacher Shacklock LLP (Joint Financial Adviser to RWS) Dominic Lee, Tom Quinn, Lewis Robinson
| +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
| +44 (0)20 7260 1000 |
MHP (Financial PR Adviser to RWS) Katie Hunt, Simon Hockridge, Catherine Chapman | +44 (0)20 3128 8794 |
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.