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:
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Rockwood Realisation Plc Chairman |
Noel Lamb |
020 7264 4444 |
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Harwood Capital LLP Investment Manager |
Christopher Hart |
020 7640 3200 |
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finnCap (Nominated Adviser and Broker) |
Carl Holmes William Marle Mark Whitfeld
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020 7220 0500 |
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KL Communications |
Charles Gorman Will Sanderson
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020 3995 6673
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TR-1: Standard form for notification of major holdings
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: |
Rockwood Realisation Plc |
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) |
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Non-UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") |
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An acquisition or disposal of voting rights |
X |
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An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify) iii: |
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3. Details of person subject to the notification obligation iv |
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Name |
Gresham House Plc |
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City and country of registered office (if applicable) |
London, UK |
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4. Full name of shareholder(s) (if different from 3.) v |
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Name |
Rock Nominees Limited |
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City and country of registered office (if applicable) |
London, UK |
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5. Date on which the threshold was crossed or reached vi: |
18 March 2022 |
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6. Date on which issuer notified (DD/MM/YYYY): |
18 March 2022 |
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7. Total positions of person(s) subject to the notification obligation |
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% of voting rights attached to shares (total of 8. A) |
% of voting rights through financial instruments |
Total of both in % (8.A + 8.B) |
Total number of voting rights held in issuer (8.A + 8.B) vii |
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Resulting situation on the date on which threshold was crossed or reached |
NIL |
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NIL |
NIL |
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Position of previous notification (if applicable) |
23.73% |
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23.73% |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rights ix |
% of voting rights |
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Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
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GB00BYRH4982 |
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NIL |
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NIL |
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SUBTOTAL 8. A |
NIL |
NIL |
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) |
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Type of financial instrument |
Expiration |
Exercise/ |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
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SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) |
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Type of financial instrument |
Expiration |
Exercise/ |
Physical or cash Settlement xii |
Number of voting rights |
% of voting rights |
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SUBTOTAL 8.B.2 |
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
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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 |
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Full chain of controlled undertakings through which the voting rights and/or the |
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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 |
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Gresham House Plc |
NIL |
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NIL |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder |
N/A |
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The number and % of voting rights held |
N/A |
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The date until which the voting rights will be held |
N/A |
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11. Additional information xvi |
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Place of completion |
London |
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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
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% 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 |
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Resulting situation on the date on which threshold was crossed or reached |
28.890000 |
0.000000 |
28.890000 |
734000 |
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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
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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) |
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GB00BYRH4982 |
734000 |
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28.890000 |
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Sub Total 8.A |
734000 |
28.890000% |
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8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
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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 |
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Sub Total 8.B1 |
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8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
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Type of financial instrument |
Expiration date |
Exercise/conversion period |
Physical or cash settlement |
Number of voting rights |
% of voting rights |
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Sub Total 8.B2 |
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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)
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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 |
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Christopher Harwood Bernard Mills |
Harwood Capital LLP |
28.890000 |
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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
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Harwood Capital LLP as investment manager for Harwood HoldCo Limited |
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2
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Reason for the notification
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a)
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Position/status
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Christopher Mills is Chief Executive of the investment manager, which is also the investment manager for Rockwood Realisation Plc
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b)
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Initial notification /Amendment
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Initial Notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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Rockwood Realisation Plc
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b)
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LEI
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213800K6BRTXR7RNG709
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4
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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
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a)
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Description of the financial instrument, type of instrument |
Ordinary shares of £0.50 each |
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Identification code |
GB00BYRH4982
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b)
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Nature of the transaction
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Share purchase |
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c)
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Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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1414.413 |
550,557 |
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d)
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Aggregated information |
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- Aggregated volume |
N/A single transaction |
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- Price |
£7,079,943.28 |
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e)
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Date of the transaction
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18 March 2022 |
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f)
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Place of the transaction
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London Stock Exchange |
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