RWS Holdings PLC - PDMR Shareholding and Issue of Shares

For immediate release                                                                                                        15 January 2021

RWS Holdings plc

PDMR Shareholding, Exercise of Options and Issue of Shares

RWS Holdings plc ("RWS"), the world's leading language services and technology group, announces that certain employees of the RWS group exercised in aggregate 296,599 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, 363,203 RWS Shares in aggregate were allotted on 12 January 2021.

Of this total, Thomas Labarthe, a PDMR, was issued 190,797 RWS Shares and his total shareholding is now 192,926 RWS Shares, representing 0.05 per cent. of RWS's total issued share capital and total voting rights. 

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 363,203 RWS Shares to trading on AIM. Admission is expected to take place at 8.00am on 21 January 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 and, as referred to above, a further 363,203 RWS Shares were issued on 12 January 2021. There remains a maximum of a further 504,459 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 189,566 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;

›      up to 86,142 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; and

›      up to 228,751 RWS Shares may be issued in relation to exercises under other SDL Option Plans by 2 May 2021 at the latest.

Total Voting Rights

Following admission, there will be 388,890,206 RWS Shares in issue with each share carrying the right to one vote. RWS has no shares held in treasury. The total number of voting rights in RWS following admission will therefore be 388,890,206.

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About RWS:

RWS is the world's leading language services and technology group. Over the last 60 years, the company has built a reputation for quality, reliability and flexibility with its global team of translators, searchers and technical experts.

RWS's specialist divisions combine the latest technology, proven processes and highly skilled staff to deliver complex services at each stage of the product lifecycle to meet the diverse needs of a global, client base spanning Europe, Asia Pacific, and North and South America across a range of sectors including technology, pharmaceutical, medical, chemical, automotive, and telecommunications.

With headquarters in the UK, RWS is publicly listed on AIM, the London Stock Exchange regulated market (RWS.L).

For further information, please visit: www.rws.com