TIDMRKW

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 GBP855,586 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 
 
 
                                         Carl Holmes 
    finnCap                              William Marle 
    (Nominated Adviser and Broker)       Mark Whitfeld        020 7220 0500 
                                       Charles Gorman 
  KL Communications                     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                                     Rockwood Realisation Plc 
  underlying issuer of existing shares 
  to which voting rights are attached 
  (ii) : 
                                                             -------------------------------------------- 
 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                        London, UK 
  (if applicable) 
 4. Full name of shareholder(s) (if different from 3.) (v) 
 Name                                                         Rock Nominees Limited 
                                                             -------------------------------------------- 
 City and country of registered office                        London, UK 
  (if applicable) 
                                                             -------------------------------------------- 
 5. Date on which the threshold was                           18 March 2022 
  crossed or reached (vi) : 
                                                             -------------------------------------------- 
 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       % of voting rights    Total of both   Total number 
                            rights attached      through financial     in % (8.A +     of voting rights 
                            to shares (total        instruments            8.B)        held in issuer 
                                of 8. A)           (total of 8.B                       (8.A + 8.B) 
                                                    1 + 8.B 2)                         (vii) 
                          ------------------  ---------------------  --------------  -------------------- 
 Resulting situation       NIL                                        NIL             NIL 
  on the date 
  on which threshold 
  was crossed 
  or reached 
                          ------------------  ---------------------  --------------  -------------------- 
 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           Number of voting rights                        % of voting rights 
  shares                  (ix) 
  ISIN code (if 
  possible) 
                                Direct                Indirect                Direct             Indirect 
                               (DTR5.1)               (DTR5.2.1)              (DTR5.1)           (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       Expiration   Exercise/                   Number of voting            % of voting 
  instrument              date         Conversion Period           rights that may             rights 
                          (x)          (xi)                        be acquired if the 
                                                                   instrument is 
                                                                   exercised/converted. 
                        -----------  --------------------------  --------------------------  ---------------- 
 
 
 
                                      SUBTOTAL 8. B 1 
                                     --------------------------  --------------------------  ---------------- 
 
 B 2: Financial Instruments with similar economic effect according to 
  DTR5.3.1R (1) (b) 
 Type of financial   Expiration       Exercise/         Physical or          Number of        % of voting 
  instrument          date (x)         Conversion        cash                 voting rights    rights 
                                       Period (xi)       Settlement 
                                                         (xii) 
                    ---------------  ----------------  -------------------  --------------- 
 
 
 
                                                        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                         X 
  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) 
 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      % of voting rights       Total of both if 
                        if it equals or        through financial        it equals or is 
                       is higher than the      instruments if it        higher than the 
                      notifiable threshold    equals or is higher     notifiable threshold 
                                              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           N/A 
  held 
                                            ----------------------------------------------- 
 The date until which the voting rights      N/A 
  will be held 
                                            ----------------------------------------------- 
 
 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      % of voting rights      Total of both in %      Total number of 
                          attached to shares      through financial       (8.A + 8.B)             voting rights held 
                          (total of 8.A)          instruments (total                              in issuer 
                                                  of 8.B 1 + 8.B 2) 
   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    Number of direct        Number of indirect      % of direct voting      % of indirect voting 
ISIN code(if possible)  voting rights (DTR5.1)  voting rights           rights (DTR5.1)         rights (DTR5.2.1) 
                                                (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           Expiration date  Exercise/conversion period  Number of voting rights    % of voting rights 
instrument                                                               that may be acquired if 
                                                                         the instrument is 
                                                                         exercised/converted 
 
Sub Total 8.B1 
                            ===========================================  =========================  ================== 
 

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

 
Type of financial   Expiration date  Exercise/conversion  Physical or cash     Number of voting     % of voting rights 
instrument                           period               settlement           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     Name of controlled       % of voting rights if  % of voting rights     Total of both if it 
person                   undertaking              it equals or is        through financial      equals or is higher 
                                                  higher than the        instruments if it      than the notifiable 
                                                  notifiable threshold   equals or is higher    threshold 
                                                                         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                     Initial Notification 
        /Amendment 
      ---------------------------------------  ----------------------------------------------- 
 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                       Ordinary shares of GBP0.50 each 
        financial instrument, 
        type of instrument 
 
       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                                  GBP7,079,943.28 
 
 e)    Date of the transaction                  18 March 2022 
      ---------------------------------------  ----------------------------------------------- 
 f)    Place of the transaction                 London Stock Exchange 
      ---------------------------------------  ----------------------------------------------- 
 

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March 21, 2022 03:00 ET (07:00 GMT)

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