TIDMSDL
RNS Number : 7006B
SDL PLC
09 October 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.
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 Number of SDL % of SDL Scheme Number of SDL % of SDL Scheme Number of SDL
Court Meeting Scheme Shares Shares voted Scheme Shareholders who Scheme Shares
voted Shareholders who voted voted as a
voted 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 Number of % of SDL Shares Number of SDL Shares voted
the SDL General SDL Shares voted as a percentage of the
Meeting voted 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 +44 (0)16 2841
Adolfo Hernandez , Chief Executive Officer 0100
+44 (0)20 7280
5000
Rothschild & Co. (Financial Adviser to SDL)
Warner Mandel, Anton Black, Avalon de Paravicini
+44 (0)20 7597
Investec (Joint Broker to SDL) 1234
David Flin, Andrew Pinder, Ben Griffiths
N+1 Singer (Joint Broker to SDL) +44 (0)20 7496
Shaun Dobson, Steve Pearce, Ben Farrow 3000
Luther Pendragon (Financial PR Adviser to SDL) +44 (0)20 7618
Harry Chathli, Claire Norbury, Alexis Gore 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
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END
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