Notification of proposed admission to Main Market
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
25 August 2022
Rockwood Strategic plc
("Rockwood Strategic" or the "Company")
Notification of proposed admission to the premium segment of the Main Market and cancellation of trading on AIM
Rockwood Strategic plc (AIM: RKW) announces its intention to apply for the Company's ordinary shares of 50 pence each ("Ordinary Shares") to be admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") (the "Official List") and to trading on the premium segment of the London Stock Exchange plc's (the "London Stock Exchange") main market ("Main Market") for listed securities (together, "Admission"). The Company first announced that it was exploring a migration of its listing from AIM to the Main Market in its results for the year ended 31 March 2022 released on 23 June 2022.
The Directors wish to improve the tax efficiency of the Company as expediently as possible, hence the Directors believe that the conversion of the Company to an investment trust, as defined by section 1158 of the Corporation Tax 2010 ("Investment Trust"), for the financial year commencing 1 April 2023 and subsequent periods thereafter is in the best interests of the Company and its shareholders. Approval as an Investment Trust requires the Company's share classes to be admitted to the Official List. In addition, the Directors believe that Admission to the Official List will broaden the range of investors for whom the fund is regarded as suitable which, in time, is expected to benefit trading liquidity in the Company's shares.
Admission is conditional on, inter alia, the FCA approving the Company's eligibility for the Official List under the Listing Rules, the Company publishing an FCA approved prospectus in connection with Admission (the "Prospectus") and shareholder approval of, amongst other things, amendments to the Company's investment policy to satisfy certain eligibility requirements under the Listing Rules ahead of Admission, details of which will be contained in a circular distributed to shareholders shortly. For the avoidance of doubt, the proposed amendments to the investment policy will not impact the Company's stated strategy and are also considered to be in the best interests of the Company and its shareholders to support Admission.
The Company confirms that preparations in respect of Admission are well progressed and accordingly the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on AIM in accordance with Rule 41 of the AIM Rules for Companies (subject to certain conditions). The Company has also received confirmation from AIM Regulation that it will waive the requirement under Rule 41 of the AIM Rules for Companies to seek shareholder approval for the cancellation pursuant to Guidance to AIM Rule 41 (a).
It is expected that the Company will publish its Prospectus in connection with Admission on or around 6 September 2022, subject to shareholder approval, and it is anticipated that the Ordinary Shares will be admitted to the Official List, commence trading on the Main Market and simultaneously trading will be cancelled on AIM on or around 28 September 2022 (being at least 20 business days after this announcement).
The Company's shares will continue to be registered with their existing ISIN number GB00BYRH4982 and SEDOL number BYRH498. The Company's ticker symbol will continue to be RKW.
Singer Capital Markets is acting as sponsor in relation to Admission.
Further announcements will be made in due course.
Noel Lamb, Chairman of Rockwood: "The Board believes that moving to the Main Market will enhance our tax efficiency and widen the investor appeal. This is a logical next step for Rockwood Strategic as the portfolio and strategy continue to deliver for shareholders."
- Ends -
For further information, please contact:
|
Rockwood Strategic plc Chairman
|
Noel Lamb
|
020 7264 4444 |
|
Harwood Capital LLP Investment Manager
|
Christopher Hart Richard Staveley |
020 7640 3200 |
|
Singer Capital Markets Advisory LLP (Nominated Advisor and Broker)
|
James Maxwell Alex Bond James Fischer |
020 7496 3000
|
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Singer Capital Markets Advisory LLP ("SCM") or by any of their affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
The distribution or transmission of this Announcement in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or SCM that would permit possession or distribution of this Announcement or any other offering or publicity material relating to the Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and SCM to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia or Japan. Overseas shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.
This Announcement contains "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could", "indicative", "possible" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings or losses per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or losses per share of the Company.
SCM, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser, Sponsor and Broker to the Company in connection with the Admission. SCM will not be responsible to any person other than the Company for providing the protections afforded to their clients or for providing advice to any other person in connection with the Admission or any acquisition of shares in the Company. SCM is not making any representation or warranty, express or implied, as to the contents of this Announcement. SCM has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by SCM for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
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