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 |
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 | |||
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