RKW Rockwood Strategic Plc

17 January 2025

Rockwood Strategic plc
("RKW" or the "Company")

Publication of Circular and Notice of General Meeting

The Company announces that it will later today publish a Circular, including a notice convening a General Meeting of the Company's Shareholders, in order to seek Shareholder authority to: (i) allot up to 6,438,978 Ordinary Shares (the "General Allotment Authority"); and (ii) disapply pre-emption rights in respect of the Ordinary Shares to be issued pursuant to the General Allotment Authority (together, the "Proposals").

On 31 July 2024 the Company published a Prospectus to provide the Company the capacity to issue up to 12,877,954 Ordinary Shares representing 40 per cent. of the Company's issued share capital at the latest practicable date prior to the Prospectus' publication. At the Company's Annual General Meeting held on 31 July 2024, Shareholders provided the Company with the authority to issue up to 6,438,976 Ordinary Shares (being an amount equal to 20 per cent. of the total issued share capital of the Company as at the date of the notice of Annual General Meeting) on a non-pre-emptive basis.

The General Meeting is therefore being convened to seek Shareholder approval to issue and allot up to a further 6,438,978 Ordinary Shares on a non-pre-emptive basis.

The Circular will provide Shareholders with information about the background to and the reasons for the Proposals, to explain why the Board considers the Proposals to be in the best interests of the Company and its Shareholders as a whole, and why the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

The Company's Ordinary Shares have generally traded at a premium to the Company's NAV for an extended period of time, with an average premium of 2.7 per cent. in the 12-month period prior to 31 December 2024. The Board believes that the premium rating of the Ordinary Shares has been driven primarily by the Company's strong performance with NAV total return over the 12-month, 36-month and 48-month period prior to 31 December 2024 of 25.7 per cent., 57.7 per cent., and 102.4 per cent. respectively.

This performance has led to a strong level of interest in the Company's Ordinary Shares and as such an active share issuance programme with the Company issuing 8,686,573 Ordinary Shares in the 12-months prior to 31 December 2024 raising approximately £19.7 million for the Company.

A copy of the Circular will shortly be available on the Company's website at www.rockwoodstrategic.co.uk/key-docs/ and will be submitted to the National Storage Mechanism of the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism  

Notice of General Meeting

A Notice of the General Meeting to be held at the offices of Harwood Capital LLP, 6 Stratton Street, Mayfair, London, W1J 8LD at 12.00 p.m. on 3 February 2025 is set out at Part 3 of the Circular.

Expected Timetable of Events

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Circular.

LEI: 213800K6BRTXR7RNG709 

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