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RNS Number : 8954A RWS Holdings PLC 25 January 2024
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) rws@mhpgroup.com (mailto:rws@mhpgroup.com)
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 (http://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 1. 524,050
2. Nil 2. 302,742
3. Nil 3. 146,905
4. Nil 4. 116,033
5. Nil 5. 127,743
6. Nil 6. 170,759
7. Nil 7. 94,459
8. Nil 8. 96,261
9. Nil 9. 120,253
10. Nil 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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