Business
Update on All-Share Combination
Update on All-Share Combination.
About this update from Rws Holdings Plc
[{"type":"text","content":"\n \n \n \n RNS Number : 9939D\n RWS Holdings PLC\n 02 November 2020\n \n \n \n \n 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.\n \n \n FOR IMMEDIATE RELEASE\n \n \n 2 November 2020\n \n \n RECOMMENDED ALL-SHARE COMBINATION\n \n \n of\n \n \n RWS HOLDINGS PLC (\"RWS\")\n \n \n and \n \n \n SDL PLC (\"SDL\")\n \n \n \n COURT SANCTION, EXERCISE OF OPTIONS, SUSPENSION OF DEALINGS AND ISSUANCE OF NEW RWS SHARES\n \n \n On 27 August 2020, the boards of RWS and SDL announced that they had reached agreement on the terms of a recommended all-share combination of RWS and SDL (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\"). On 9 October 2020, SDL announced that the Scheme was approved by a majority in number of SDL Scheme Shareholders, who voted and were entitled to vote, either in person or by proxy, and who together represented over 75 per cent by value of the votes cast. \n \n \n RWS and SDL are pleased to announce that the Scheme was sanctioned by the Court earlier today. The Scheme will become effective upon the Court Order being delivered to the Registrar of Companies, which is expected to take place on 4 November 2020.\n \n \n \n Exercise of SDL Options and admission of shares to trading on the Main Market\n \n \n \n \n Upon the Court sanction of the Scheme earlier today, 1,203,402 SDL Options under the SDL Share Plans have become exercisable and have been exercised by holders of SDL Options under the SDL Share Plans in respect of 1,203,402 SDL Options. The SDL Employee Benefit Trust (\"EBT\") currently holds 23,901 SDL Shares and the trustees of the EBT have agreed that those SDL Shares can be utilized in partial satisfaction of the SDL Options under the SDL LTIP 2016. As a consequence, application has been made to the London Stock Exchange for 1,179,501 new ordinary shares of 1 pence each (\"Ordinary Shares\") to be admitted to trading on the Main Market of the London Stock Exchange (\"Admission\"). It is expected that Admission will become effective and dealings in such Ordinary Shares will comm...