25 January 2024
RWS Holdings
plc
Notification and public
disclosure of transactions by Persons Discharging Managerial
Responsibilities ("PDMRs")
RWS Holdings plc ("RWS", the
"Company"), a unique world-leading provider of technology-enabled
language, content and intellectual property services, announces
that options ("Options") over ordinary shares of 1 pence each in
the Company ("Ordinary Shares"") were granted under the RWS
Holdings plc Long Term Incentive Plan ("LTIP") on 24 January
2024 to PDMRs as outlined below.
The Options, made for nil
consideration, were granted with an exercise price per Ordinary
Share set equal to the nominal value of an Ordinary
Share.
PDMR
|
Position
|
No.
of Shares under Options
|
|
Ian El-Mokadem
|
Chief Executive Officer
|
524,050
|
|
Candida Davies
|
Chief Financial Officer
|
302,742
|
|
Jon Hart
|
President, Regulated
Industries
|
146,905
|
|
Jane Hyde
|
General Counsel and Company
Secretary
|
116,033
|
|
Vasagi Kothandapani
|
President, Enterprise
Services
|
127,743
|
|
Thomas Labarthe
|
President, Language & Content
Technology
|
170,759
|
|
Christopher Lewey
|
Group Corporate Development
Director
|
94,459
|
|
Jim McHugh
|
Chief People Officer
|
96,261
|
|
Amanda Newton
|
President, Global Content
Services
|
120,253
|
|
Maria Schnell
|
Chief Language Officer
|
120,458
|
|
The extent to which the Options will
vest will be dependent (with a one-third weighting for each
element) on (i) performance against earnings per share ("EPS")
targets set in relation to a reference three year measurement
period ending with the financial year ending 30 September
2026 ("FY 2026"); (ii) RWS's total shareholder return
("TSR") performance over the same three year period relative to a
comparator group (the constituents of the FTSE 250 Index (excluding
investment trusts) as at the start of the measurement period); and
(iii) performance against average cash conversion targets set in
relation to the same three year period. In each case, sliding scale
targets and vesting percentages apply in respect of the relevant
measure.
Such performance conditions for the
Options, which will be disclosed in detail in next year's
Directors' Remuneration Report, provide for discretion to be
retained by Committee to adjust the level of vesting that would
apply (including to nil vesting) if it considers this to be
appropriate (for example to counter windfall gains or to have
regard to underlying financial performance and/or the shareholder
experience over the measurement period).
The Options have a normal vesting
date of the third anniversary of the grant date and will ordinarily
be forfeited in the event of cessation of employment ahead of the
vesting date.
The Options granted to Ian
El-Mokadem and Candida Davies are each subject to a holding period
condition under which any shares acquired under the Options (net of
sales for tax and national insurance) must be retained until at
least the fifth anniversary of the grant date.
Once vested, Options ordinarily will
remain exercisable in respect of their vested shares until the
tenth anniversary of the award's grant date.
This announcement is made in
accordance with Article 19(3) of the EU
Market Abuse Regulation 596/2014 (as incorporated into UK domestic
law by the European Union (Withdrawal) Act 2018).
For further information, please
contact:
RWS
Holdings plc
Julie Southern, Chairman
Ian El-Mokadem, Chief Executive
Officer
|
01753 480200
|
MHP
(Financial PR advisor)
Katie Hunt / Eleni Menikou /
Catherine Chapman
|
rws@mhpgroup.com
020 3128 8100
07884 494112
|
Numis (Nomad & Joint Broker)
Stuart Skinner / Will
Baunton
|
020 7260 1000
|
Berenberg (Joint Broker)
Ben Wright / Toby Flaux / Milo
Bonser
|
020 3207 7800
|
About RWS:
RWS Holdings plc is a unique,
world-leading provider of technology-enabled language, content and
intellectual property services. Through content transformation and
multilingual data analysis, our combination of AI-enabled
technology and human expertise helps our clients to grow by
ensuring they are understood anywhere, in any language.
Our purpose is unlocking global
understanding. By combining cultural understanding, client
understanding and technical understanding, our services and
technology assist our clients to acquire and retain customers,
deliver engaging user experiences, maintain compliance and gain
actionable insights into their data and content.
Over the past 20 years we've been
evolving our own AI solutions as well as helping clients to
explore, build and use multilingual AI applications. With 40+
AI-related patents and more than 100 peer-reviewed papers, we have
the experience and expertise to support clients on their AI
journey.
We work with over 80% of the world's
top 100 brands, more than three-quarters of Fortune's 20 'Most
Admired Companies' and almost all of the top pharmaceutical
companies, investment banks, law firms and patent filers. Our
client base spans Europe, Asia Pacific, Africa and North and South
America. Our 65+ global locations across five continents service
clients in the automotive, chemical, financial, legal, medical,
pharmaceutical, technology and telecommunications
sectors.
Founded in 1958, RWS is headquartered
in the UK and publicly listed on AIM, the London Stock
Exchange regulated market (RWS.L).
For further information, please
visit: www.rws.com.
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
1. Ian
El-Mokadem
2. Candida
Davies
3. Jon
Hart
4. Jane
Hyde
5. Vasagi
Kothandapani
6. Thomas
Labarthe
7. Christopher
Lewey
8. Jim
McHugh
9. Amanda
Newton
10. Maria Schnell
|
2
|
Reason for the notification
|
a)
|
Position/status
|
1. Chief Executive
Officer
2. Chief Financial
Officer
3. President,
Regulated Industries
4. General Counsel
and Company Secretary
5. President,
Enterprise Services
6. President, Language & Content
Technology
7. Group Corporate
Development Director
8. Chief People
Officer
9. President,
Global Content Services
10. Chief Language
Officer
|
b)
|
Initial notification
/Amendment
|
Initial Announcement
|
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
|
a)
|
Description of the financial
instrument, type of instrument
|
Ordinary shares of 1p
each
|
|
GB00BVFCZV34
|
Identification code
|
|
|
|
b)
|
Nature of the transaction
|
Grant of nominal cost options under
the RWS Holdings plc Long Term Incentive Plan.
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
|
1. Nil
2. Nil
3. Nil
4. Nil
5. Nil
6. Nil
7. Nil
8. Nil
9. Nil
10. Nil
|
1. 524,050
2. 302,742
3. 146,905
4. 116,033
5. 127,743
6. 170,759
7.
94,459
8.
96,261
9. 120,253
10.120,458
|
|
|
|
|
|
|
d)
|
Aggregated information
|
|
|
|
- Aggregated volume
|
1,819,663
|
|
|
- Price
|
Nil
|
|
|
e)
|
Date of the transaction
|
24 January 2024
|
f)
|
Place of the transaction
|
Outside of a trading
venue
|