TIDMRWS
RNS Number : 9650T
RWS Holdings PLC
18 October 2017
Legal Entity Identifier: LEI213800YGBGTTSKUVK111
For Immediate Release 18 October 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
RWS HOLDINGS PLC
("RWS" or the "Company")
RESULTS OF PLACING
RWS Holdings plc, a world leading provider of intellectual
property support services (patent translations, international
patent filing solutions and searches), commercial translations and
linguistic validation, is pleased to announced the results of the
equity placing announced earlier today (the "Placing").
A total of 43,529,412 new ordinary shares in the capital of the
Company of 1p each (the "Placing Shares") have been placed by Numis
Securities Limited and Barclays Bank PLC (together, the "Banks") at
a price of 425p per Placing Share (the "Placing Price"), raising
gross proceeds of approximately GBP185m (before expenses).
The Placing Shares issued represent approximately 19.0% of the
issued ordinary share capital of the Company prior to the Placing.
The Placing Price represents a discount of 21.1% to the closing
price of 539.0p on 17 October 2017 and a premium of 2.5% to the 30
day volume weighted average price up to and including 17 October
2017 of 414.6p.
In relation to the above, an application has been made to the
London Stock Exchange for the Placing Shares, which will when
issued rank pari passu with the existing ordinary shares in the
capital of the Company, to be admitted to trading on AIM which is
expected to take place at 8.00 a.m. on 20 October 2017.
In accordance with the FCA's Disclosure Guidance and
Transparency Rules, following this issue, the Company's issued
share capital consists of 272,890,637 ordinary shares. The Company
does not hold any ordinary shares in treasury.
The figure of 272,890,637 ordinary shares should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
For further information on this Announcement, please
contact:
RWS Holdings plc: +44 (0) 1753 480200
Richard Thompson, Chief Executive
Andrew Brode, Chairman
Numis Securities Limited: +44 (0) 20 7260 1000
Stuart Skinner / Kevin Cruickshank (Nominated Adviser)
Michael Burke (Corporate Broker)
Barclays Bank PLC: +44 (0) 20 7623 2323
Richard Probert / Lawrence Jamieson / Simon McWilliam
MHP Communications: +44 (0) 20 3128 8100
Katie Hunt / Simon Hockridge
Notes to Editors
About RWS
RWS is a world leading provider of intellectual property support
services (patent translations, international patent filing
solutions and searches), a market leader in Life Sciences
translations and linguistic validation as well as a high level
specialist language service provider in other technical areas,
providing for the diverse needs of a blue-chip multinational client
base from Europe, North America and Asia. RWS is based in the UK,
with offices in Europe, the USA, China, Japan and Australia, and is
listed on AIM, the London Stock Exchange regulated market
(RWS.L)
See www.rws.com for further information.
The information contained within this announcement is inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014. Upon the publication of this announcement this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
announcement on behalf of RWS is Richard Thompson, Chief Executive
Officer of RWS.
Regulated Information Classification: Inside information
IMPORTANT NOTICE
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION IN
IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR WITHIN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE FOR PLACING
SHARES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA OR ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
OR MAY BE UNLAWFUL. IN PARTICULAR THE PLACING SHARES REFERRED TO IN
THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION
FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE, IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. ANY FAILURE TO COMPLY WITH
THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE
QUALIFIED INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE
EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND
INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER
STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, TO
QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED; AND (C) IN THE UNITED STATES, TO A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (ALL SUCH PERSONS IN (A), (B) OR (C)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE PLACING SHARES ARE BEING OFFERED AND SOLD (A) IN THE UNITED
STATES ONLY TO QIBS IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND (B)
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Barclays is authorised in the United Kingdom by the Prudential
Regulatory Authority (the "PRA") and regulated by the FCA and the
PRA. Numis is authorised and regulated in the United Kingdom by the
FCA. Each of the Banks is acting exclusively for the Company and no
one else in connection with the Placing and they will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for providing
advice in relation to the Placing and/or any other matter referred
to in this Announcement.
Each placee in respect of the Placing Shares ("Placees") and any
person acting on behalf of each Placee, acknowledges and agrees
that the Banks or any of their affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of
the Placing Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELLFEIIFLTLID
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