Update on letters of intent

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 CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

28 August 2020

Recommended All-Share Combination

of

RWS Holdings plc ("RWS") and SDL plc ("SDL")

Update on letters of intent

On 27 August 2020, the RWS Board and the SDL Board announced that they had reached agreement on the terms of a recommended all-share combination of RWS and SDL, pursuant to which RWS will acquire the entire issued and to be issued share capital of SDL, 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 (the "Combination" to form the "Combined Group").

The terms and conditions of the Combination were set out in the announcement on 27 August 2020 (the "Recommended All-Share Combination Announcement"). 

RWS announced in the Recommended All-Share Combination Announcement that it had received irrevocable undertakings and letters of intent in respect of a total of 30,515,552 SDL Shares, representing approximately 33.4 per cent. of SDL's issued ordinary share capital as at 26 August 2020, to vote in favour of the Scheme at the SDL Court Meeting and in favour of the SDL Resolution to be proposed at the SDL General Meeting.

Following the Recommended All-Share Combination Announcement, RWS has received a letter of intent from Invesco Asset Management Limited in respect of 3,915,912 SDL Shares, representing approximately 4.3 per cent. of the existing issued share capital of SDL as at 27 August 2020 (being the latest practicable date prior to the date of this announcement), to vote in favour of the Scheme at the SDL Court Meeting and in favour of the SDL Resolution to be proposed at the SDL General Meeting. As a result, RWS has now received letters of intent in respect of an aggregate of 34,431,464 SDL Shares, representing approximately 37.7 per cent. of the existing issued share capital of SDL as at 27 August 2020.

Therefore, RWS has received irrevocable undertakings and letters of intent in respect of a total of 34,823,429 SDL Shares, representing approximately 38.2 per cent. of the existing issued share capital of SDL, to vote in favour of the Scheme at the SDL Court Meeting and in favour of the SDL Resolution to be proposed at the SDL General Meeting.

Capitalised terms used in this announcement have the meaning given to them in the Recommended All-Share Combination Announcement unless the context requires otherwise.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for this announcement on behalf of RWS is Desmond Glass, Chief Financial Officer and Company Secretary.

Enquiries

Important notices relating to financial advisers and brokers

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 matters set out 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 matters set out 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 matters set out 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 matters set out 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.

Overseas jurisdictions

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, copies of this announcement and all 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 this announcement and all 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 will be contained in the Scheme Document.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on RWS' 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 content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on RWS' website is incorporated into, or forms part of, this announcement.