RWS HOLDINGS PLC

Director's Dealing • Jan 25, 2023

National Storage Mechanism | Additional information

RNS Number : 7509N

RWS Holdings PLC

25 January 2023

For immediate release                                                                         25 January 2023

RWS Holdings plc

Notification and public disclosure of transactions by PDMRs

RWS Holdings plc ("RWS"), a unique world-leading provider of technology-enabled language, content and intellectual property services, announces that on 24 January 2023 options relating to ordinary shares ("Shares") of 1 penny each in the capital of the Company ("Options") were granted under the RWS Holdings plc Long Term Incentive Plan ("LTIP") to the following persons discharging managerial responsibilities ("PDMRs") as set out below:

PDMR	Position	No. of Shares under Option	Exercise Price per Share
Ian El-Mokadem	Chief Executive Officer	314,207	1p
Candida Davies	Chief Financial Officer	181,516	1p
Daniel Bennett	President, IP Services	72,100	1p
Emer Dolan	President, Enterprise Services	78,805	1p
Terry Doyle	Chief Information Officer	63,246	1p
Jon Hart	President, Regulated Industries	90,626	1p
Jane Hyde	General Counsel and Company Secretary	69,570	1p
Thomas Labarthe	President, Language Services and Technology	100,805	1p
Christopher Lewey	Group Corporate Development Director	56,635	1p
Jim McHugh	Chief People Officer	57,716	1p
Maria Schnell	Chief Language Officer	62,593	1p

In addition, Options over 1,400,791 Shares were granted to other senior managers at RWS with an exercise price of 1p each.

The extent to which the Options will vest will be dependent (with 50:50 weighting) on earnings per share ("EPS") targets set in relation to a reference three year measurement period ending with the financial year ending 30 September 2025 ("FY 2025") and RWS's total shareholder return ("TSR") 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).

No portion of the EPS element will vest unless EPS for the final year equates to a compound annual growth rate ("CAGR") in EPS of 4.1 per cent. over the measurement period, for which one-quarter of the EPS element will vest. Full vesting of the EPS element requires EPS for the final year equating to a CAGR in EPS of 10.1 per cent. or better over the measurement period.

No portion of the TSR element will vest unless the Company's TSR performance over the measurement period is at least median ranking, for which one-quarter of the TSR element will vest. Full vesting of the TSR element requires upper quartile ranking performance or better over the same period.

The performance conditions, which will be disclosed in detail in next year's Directors' Remuneration Report, provide for discretion to be retained by the Board's Remuneration 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 on the third anniversary of the grant date and ordinarily will 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.

For further information, please contact:

RWS Holdings plc                                                                  01753 480200

Andrew Brode, Chairman

Ian El-Mokadem, Chief Executive Officer

Candida Davies, Chief Financial Officer

MHP (Financial PR advisor)                                               rws@mhpc.com

Katie Hunt / Simon Hockridge                                                020 3128 8100

Numis (Nomad & Joint Broker)                                           020 7260 1000

Stuart Skinner / Kevin Cruickshank/Will Baunton

Berenberg (Joint Broker)                                                      020 3207 7800

Ben Wright/Toby Flaux/ Alix Mecklenburg-Solodkoff

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 unique combination of technology and cultural 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.

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 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.

The information set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.   Ian El-Mokadem 2.   Candida Davies 3.   Daniel Bennett 4.   Emer Dolan 5.   Terry Doyle 6.   Jon Hart 7.   Jane Hyde 8.   Thomas Labarthe  9.   Christopher Lewey 10. Jim McHugh 11. Maria Schnell
2	Reason for the notification
a)	Position/status	1.   Chief Executive Officer 2.   Chief Financial Officer 3.   President, IP Services 4.   President, Enterprise Services 5.   Chief Information Officer 6.   President, Regulated Industries 7.   General Counsel and Company Secretary 8.   President, Language Services and Technology 9.   Group Corporate Development Director 10. Chief People Officer 11. 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 option 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 11. Nil	1.   314,207 2.   181,516 3.   72,100 4.   78,805 5.   63,246 6.   90,626 7.   69,570 8.   100,805 9.   56,635 10. 57,716 11. 62,593
d)	Aggregated information
- Aggregated volume	1,147,819
- Price	Nil
e)	Date of the transaction	24 January 2023
f)	Place of the transaction	Outside of a trading venue

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