RWS AR 23 Final Single pages - Flipbook - Page 153
25. RELATED PARTY TRANSACTIONS
On 23 February 2021, Ocorian Limited, acting as trustee of the RWS Holdings plc Employee Bene昀椀t Trust ("EBT")
purchased in the market a total of 55,896 Ordinary Shares of 1p each at an average price of 637.43 pence per share. The
shares were held in the EBT, a discretionary trust, and are intended to be used to satisfy the exercise of share options by
employees.
On 3 October 2022, 25,208 shares were sold at 313.22 pence per share. Following this transaction, the EBT holds 30,688
shares, representing approximately 0.008% of RWS's issued share capital.
During the year, in the normal course of business, the Group provided translation services worth £0.7m (2022: £0.5m) to
subsidiaries of Learning Technologies Group plc (LTG), a company in which Andrew Brode, the Group’s former Chairman,
has a signi昀椀cant interest. An amount of £0.2m (2022: £0.1m) was due from LTG at the reporting date.
Key management compensation
2023
£m
2022
£m
Short-term employee bene昀椀ts
5.9
5.3
Post-employment bene昀椀ts
0.2
0.2
Share based payments
0.9
0.5
7.0
6.0
The key management compensation includes the 9 (2022: 9) Directors of RWS Holdings plc and the 10 (2022: 10)
members of the Executive Team who are not Directors of RWS Holdings plc.
During the year key management were granted 1,147,891 share options with an approximate fair value of £3.5m.
Details of the Group's share based payments and associated share option schemes can be found in Note 22.
26. COMMITMENTS AND CONTINGENT LIABILITIES
The Group had no material capital commitments contracted for, but not provided for, in the 昀椀nancial statements (2022: £Nil).
In respect of overdraft facilities, the Parent Company, together with certain subsidiary undertakings, has given to the
Group’s principal bankers cross-guarantees secured by 昀椀xed and 昀氀oating charges over the assets of the Group. At the
end of the year, liabilities covered by these guarantees amounted to £Nil (2022: £Nil).
The Group’s US$220m RCF is subject to guarantees provided by material Group companies, as well as from other Group
companies as necessary to ensure that all guarantors together account for more than 75% of the Group’s consolidated
EBITDA and gross assets.
27. POST BALANCE SHEET EVENTS
On 3 October 2023, the Group acquired ST Comms Language Specialists Proprietary Limited, a Cape Town based
language services provider for an initial consideration of $675k (£558k) on a cash and debt free basis with additional
contingent consideration of $675k (£558k) due two equal instalments on the 昀椀rst and second anniversary of the
transaction.
The Company has continued its share repurchase programme, and from 1 October 2023 to the 8 December 2023 has
purchased on the open market 6,252,443 shares at an average price of 234.3p.
NOTES TO THE CONSOLIDATED STATEMENTS
RWS Holdings plc — Annual Report 2023
153
