RWS Holdings PLC Director/PDMR Shareholding (5656W)
April 26 2021 - 3:45AM
UK Regulatory
TIDMRWS
RNS Number : 5656W
RWS Holdings PLC
26 April 2021
For immediate release 26 April 2021
RWS Holdings plc
PDMR Shareholding and Exercise of Options and Issue of
Shares
RWS Holdings plc ("RWS" or the "Company"), the world's leading
provider of technology-enabled language, content management and
intellectual property services, announces that certain employees of
the RWS group exercised in aggregate 161,927 options over ordinary
shares in SDL Limited (formerly SDL plc) ("SDL"). The options
exercised relate to LTIPs and other option schemes of SDL ("SDL
Share Plans"). In accordance with SDL's articles of association (as
amended pursuant to and as part of the all-share combination of RWS
and SDL, which became effective on 4 November 2020
("Combination")), each of the shares to be allotted by SDL
following such exercise of options under the SDL Share Plans would
be exchanged for 1.2246 ordinary shares of 1 pence each in RWS
("RWS Shares"). As a consequence, 198,291 RWS Shares in aggregate
were issued on 23 April 2021.
Included within the above total are shares issued as a result of
the exercise of options under SDL Share Plans by Azad Ootam, a
PDMR, who was entitled to be issued with 157,723 RWS Shares
following his option exercise. Of these RWS shares, 74,603 were
sold to cover personal income tax and social security liabilities
arising from the option exercise and the balance was retained. His
total shareholding is now 83,120 RWS Shares, representing 0.02 per
cent. of RWS's issued share capital.
Pursuant to the exercise of options under the SDL Share Plans
and the exchange for RWS Shares referred to above, RWS confirms
that application has been made to the London Stock Exchange for the
admission of 198,291 RWS Shares to trading on AIM. Admission is
expected to take place at 8.00am on 30 April 2021.
As set out in the circular to shareholders dated 17 September
2020, an estimated 115,225,204 RWS Shares were expected to be
issued as consideration for SDL pursuant to the Combination. Of
this number, 113,338,511 RWS Shares were issued on 5 November 2020
on completion of the Combination, 363,203 on 12 January 2021 and,
as referred to above, a further 198,291 RWS Shares were issued on
23 April 2021. There remains a maximum of a further 276,258 RWS
shares which may be issued as a consequence of exercises under the
SDL Share Plans. The balance of approximately 1.0 million RWS
Shares which were originally expected to be issued in connection
with the Combination will not now be issued due to a combination of
factors, including options which were settled in cash as a result
of local securities law and options which have lapsed.
Of the RWS Shares which may be issued as a result of future
exercises of options under the SDL Share Plans:
-- up to 189,553 RWS Shares may be issued in relation to the SDL
2018 UK sharesave plan between August 2021 and February 2022
pursuant to having elected to roll over into an equivalent RWS
sharesave plan; and
-- up to 86,725 RWS Shares may be issued in relation to the SDL
2019 UK sharesave plan between August 2022 and February 2023
pursuant to having elected to roll over into an equivalent RWS
sharesave plan.
Total Voting Rights
Following admission, the Company's issued share capital
comprises 389,241,132 RWS Shares. RWS has no shares held in
treasury. The above figure includes 55,896 RWS Shares that are held
by the RWS Holdings plc Employee Benefit Trust in order to satisfy
awards under the Company's employee share schemes. Therefore
shareholders may use the figure of 389,185,236 as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, RWS under the Financial Conduct Authority's Disclosure and
Transparency Rules.
1. Details of the person discharging managerial responsibilities
/ person closely associated
a. Name Azad Ootam
------------------------------- ------------------------------------------------
2. Reason for the notification
---------------------------------------------------------------------------------
a. Position/status Chief Technology Officer
------------------------------- ------------------------------------------------
b. Initial notification/Amendment Initial notification
------------------------------- ------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------
a. Name RWS Holdings plc
------------------------------- ------------------------------------------------
b. LEI 213800YGBGTTSKUVK111
------------------------------- ------------------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
---------------------------------------------------------------------------------
Transaction 1
a. Description of Ordinary shares of 1p each
the GB00BVFCZV34
Financial instrument,
type
of instrument
Identification
code
------------------------------- ------------------------------------------------
b. Nature of the 1) Exercise of share options over ordinary
transaction shares
------------------------------- ------------------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s) Option exercise 0.00817 GBP 157,723
------------- ----------
------------------------------- ------------------------------------------------
d. Aggregated information Price(s) Volume(s)
* Aggregated volume Option exercise 0.00817 GBP 157,723
------------- ----------
* Price
------------------------------- ------------------------------------------------
e. Date of the transaction 23 April 2021
------------------------------- ------------------------------------------------
f. Place of the Outside a trading venue
transaction
------------------------------- ------------------------------------------------
Transaction 2
a. Description of Ordinary shares of 1p each
the GB00BVFCZV34
Financial instrument,
type
of instrument
Identification
code
------------------------------- ------------------------------------------------
b. Nature of the Sale of shares to cover income tax and social
transaction security liabilities arising from the exercise
of options
------------------------------- ------------------------------------------------
c. Price(s) and Price(s) Volume(s)
volume(s) Sale 6.82 GBP 74,603
---------- ----------
------------------------------- ------------------------------------------------
d. Aggregated information Price(s) Volume(s)
* Aggregated volume Sale 6.82 GBP 74,603
---------- ----------
* Price
------------------------------- ------------------------------------------------
e. Date of the transaction 23 April 2021
------------------------------- ------------------------------------------------
f. Place of the London Stock Exchange, AIM
transaction
------------------------------- ------------------------------------------------
For further information, please contact:
RWS Holdings plc
Andrew Brode, Chairman
Richard Thompson, Chief Executive Officer
Des Glass, Chief Financial Officer 01753 480796
MHP (Financial PR advisor) rws@mhpc.com
Katie Hunt / Simon Hockridge 0203 128 8100
Numis (Nomad & Joint Broker)
Stuart Skinner / Kevin Cruickshank / Will Baunton 0207 260 1000
Berenberg (Joint Broker)
Ben Wright / Toby Flaux / Alix Mecklenburg-Solodkoff 0203 207 7800
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