RWS Annual Report 2022 web - Flipbook - Page 149
The fair value of identifiable assets and liabilities acquired, purchase
consideration and goodwill were as follows:
Fair values
£m
Goodwill
0.5
Total consideration
2.3
Satisfied by:
Cash
2.3
The provisional fair values of assets and liabilities were recognised effective 7 July 2021 with the purchase price allocation
work concluded in January 2022. This resulted in an allocation of £0.7m to customer relationships and a corresponding
reduction in goodwill. Additional deferred tax liabilities on the identified intangibles were recognised of £0.2m, with a
corresponding increase in intangible assets. No provisional fair value changes were made to any other class of asset.
25. RELATED PARTY TRANSACTION
On 23 February 2021 Ocorian Limited, acting as trustee of the RWS Holdings plc Employee Benefit Trust (EBT)
purchased in the market a total of 55,896 Ordinary Shares of 1p each at an average price of 637.43p pence per share.
The shares will be held in the EBT, a discretionary trust, and are intended to be used to satisfy the exercise of share
options by employees. Following this transaction the EBT holds a total of 55,896 shares, representing approximately
0.01% of the RWS's issued share capital. There were no movements in the EBT holding during the year.
During the year, in the normal course of business, the Group provided translation services worth £0.5m (2021: £0.4m) to
subsidiaries of Learning Technologies Group plc (LTG), a company in which Andrew Brode, the Group’s Chairman, has a
significant interest. An amount of £0.1m (2021: £0.1m) was due from LTG at the reporting date.
Key management compensation
Short-term employee benefits
Post-employment benefits
Share based payments
2022
£m
2021
£m
5.3
0.2
0.5
4.6
0.1
0.3
6.0
5.0
The key management compensation includes the nine (2021: seven) Directors of RWS Holdings plc and the ten (2021: six)
members of the Executive Team who are not Directors of RWS Holdings plc.
During the year key management were granted 610,736 share options with an approximate fair value of £1.3m.
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 financial statements (2021: £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 fixed and floating charges over the assets of the Group. At the
end of the year, liabilities covered by these guarantees amounted to £Nil (2021: £Nil).
The Group’s US$220 million 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
There have been no significant events that have occurred between the balance sheet date and the date of authorising
these financial statements which require disclosure or adjustment within these financial statements.
NOTES TO THE CONSOLIDATED STATEMENTS
RWS — Annual Report 2022
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