TIDMSDL
RNS Number : 2490Z
SDL PLC
17 September 2020
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
RECOMMED 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:
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.
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.
APPIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
Event Time and/or date (1)
Latest time for lodging Forms of
Proxy for the:
SDL Court Meeting (WHITE Form of 10.00 a.m. on 7 October 2020(2)
Proxy)
SDL General Meeting (YELLOW Form 10.15 a.m. on 7 October 2020(3)
of Proxy)
Voting Record Time 6.00 p.m. on 7 October 2020(4)
SDL Court Meeting 10.00 a.m. on 9 October 2020
SDL General Meeting 10.15 a.m. on 9 October 2020(5)
RWS General Meeting 10.00 a.m. on 9 October 2020
The following are indicative only
and are subject to change (6)
Court Hearing to sanction the Scheme A date expected to be no
later than 14 days after
the satisfaction or waiver
of Conditions 3(c), (d) and
(e) relating to the approval
of the Combination by the
relevant regulatory authorities
and, in any event, prior
to 11.59 p.m. on the Long-stop
Date subject to the satisfaction
or, if applicable, waiver
of Conditions 2(a) to 2(f)
and 3(a) to 3(e) ( "D" )
Last time for dealings in, for registration 6.00 p.m. on D+1*
of transfers of, and disablement
in CREST of, SDL Shares
Scheme Record Time 6.00 p.m. on D+1*
Suspension of listing of, and dealings 8.00 a.m. on D+2*
in, SDL Shares
Effective Date D+2*
New RWS Shares issued to SDL Shareholders on or soon after 8.00 a.m.
on D+3*
Cancellation of listing of SDL on by 8.00 a.m. on D+3*
the premium segment of the Official
List of the Main Market of the London
Stock Exchange
Admission and commencement of dealings by 8.00 a.m. on D+3*
in New RWS Shares on AIM
CREST accounts of SDL Shareholders on or soon after 8.00 a.m.
credited with New RWS Shares on D+3* but not later than
14 days after the Effective
Date
CREST accounts of SDL Shareholders within 14 days after the
credited with cash due in relation Effective Date
to the sale of fractional entitlements
Despatch of (a) share certificates within 14 days after the
for New RWS Shares and (b) cheques Effective Date
for the cash due in relation to the
sale of fractional entitlements
Long-stop Date 17 June 2021(7)
Notes:
([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.
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