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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END
MSCJMMLTMTJTBMT
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