Shareholdings Update

RNS Number : 3638F

Rockwood Realisation PLC

21 March 2022

 

Rockwood Realisation plc

("RKW" or the "Company")

Shareholdings Update

The Board of RKW would like to inform the market that Gresham House plc ("GHE"), the parent company of its former investment manager, has notified the Company that it has sold its entire c.23.7% interest (being 602,866 ordinary shares) in RKW to a number of institutional investors, including RKW's current investment manager, Harwood Capital LLP ("Harwood").

The Board has also been notified that Harwood now owns 28.9% of RKW's issued share capital having increased its shareholding from 9.19% by acquiring 500,577 ordinary shares in the Company. In addition, Richard Staveley, a senior member of the investment management team at Harwood tasked with managing RKW's investment portfolio, has acquired 18,000 RKW shares representing 0.7% of RKW's issued share capital, adding to his previous holding of 0.3% in RKW. Harwood and Mr Staveley are viewed as acting in concert and together their combined shareholding now totals 29.9% of RKW's issued share capital.

RKW previously traded as Gresham House Strategic plc (GHS). In December 2021, the name was changed to Rockwood Realisation plc and the investing policy of RKW was amended to place the Company into an extended run off with the view of realising the Company's investment portfolio over a two year period and returning the realisation proceeds to shareholders.  Harwood has indicated to the Board that it believes that the investing policy does not operate in the best interests of RKW's shareholders and should be reviewed. The Board will therefore be engaging with Harwood, in its capacity as both the Company's investment manager and largest shareholder, to consider whether a change of investing policy is warranted. Shareholders should note that any change in such policy would need to be voted upon at a general meeting convened for that purpose.

The Board intends to make a further announcement concerning the future of RKW and its investing policy in due course.

RKW has also agreed to dispose of an investment in Hanover Co-Invest S.C.A. SICAV-RAIF Sub-Fund 1 ("Hanover Co-Invest") that was made in mid-2021, to GHE or its nominees.  This investment was acquired by RKW for £855,586 and GHE has agreed to acquire it for the same. By virtue of GHE having held a greater than a 10% shareholding in RKW within the last 12 months, this sale constitutes a related party transaction under the AIM Rule 13.  RKW's Independent Directors, having consulted with the Company's Nominated Adviser, finnCap Limited, consider that the terms of the disposal of Hanover Co-Invest to GHE are fair and reasonable in so far as Shareholders are concerned.

Enquiries:

Rockwood Realisation Plc Chairman	Noel Lamb	020 7264 4444
Harwood Capital LLP Investment Manager	Christopher Hart	020 7640 3200
finnCap (Nominated Adviser and Broker)	Carl Holmes William Marle Mark Whitfeld	020 7220 0500
KL Communications	Charles Gorman Will Sanderson	020 3995 6673

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			Rockwood Realisation Plc
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name			Gresham House Plc
City and country of registered office (if applicable)			London, UK
4. Full name of shareholder(s) (if different from 3.) v
Name			Rock Nominees Limited
City and country of registered office (if applicable)			London, UK
5. Date on which the threshold was crossed or reached vi :			18 March 2022
6. Date on which issuer notified (DD/MM/YYYY):			18 March 2022
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached	NIL			NIL	NIL
Position of previous notification (if applicable)	23.73%			23.73%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (DTR5.1)		Indirect  (DTR5.2.1)			Direct (DTR5.1)		Indirect (DTR5.2.1)
GB00BYRH4982				NIL					NIL
SUBTOTAL 8. A		NIL					NIL
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash Settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii				X
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Gresham House Plc	NIL		NIL
10. In case of proxy voting, please identify:
Name of the proxy holder		N/A
The number and % of voting rights held		N/A
The date until which the voting rights will be held		N/A
11. Additional information xvi

Place of completion	London
Date of completion	18 March 2022

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB00BYRH4982

Issuer Name

Rockwood Realisation Plc

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

Harwood Capital LLP

City of registered office (if applicable)

Country of registered office (if applicable)

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

City of registered office (if applicable)

Country of registered office (if applicable)

5. Date on which the threshold was crossed or reached

18-Mar-2022

6. Date on which Issuer notified

19-Mar-2022

7. Total positions of person(s) subject to the notification obligation

.	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	28.890000	0.000000	28.890000	734000
Position of previous notification (if applicable)	9.040000	0.000000	9.040000	229604

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
GB00BYRH4982	734000		28.890000
Sub Total 8.A	734000		28.890000%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
Sub Total 8.B2

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Christopher Harwood Bernard Mills	Harwood Capital LLP	28.890000

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

12. Date of Completion

19-Mar-2022

13. Place Of Completion

London Stock Exchange

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Harwood Capital LLP as investment manager for Harwood HoldCo Limited
2	Reason for the notification
a)	Position/status	Christopher Mills is Chief Executive of the investment manager, which is also the investment manager for Rockwood Realisation Plc
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Rockwood Realisation Plc
b)	LEI	213800K6BRTXR7RNG709
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 £0.50 each
	Identification code	GB00BYRH4982
b)	Nature of the transaction	Share purchase
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			1414.413	550,557
d)	Aggregated information
	- Aggregated volume	N/A single transaction
	- Price	£7,079,943.28
e)	Date of the transaction	18 March 2022
f)	Place of the transaction	London Stock Exchange

 

END

 

 

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