Compounding wealth long-term
Rockwood Strategic Plc
Report and Accounts for the year ended 31 March 2025
31 March
2025
Overview
02 Chairman’s Statement
03 Board of Directors
04 Investment Manager’s Report
10 About the Investment Manager
11 Strategic Report 2025
Governance
19 Corporate Governance Report
22 Audit Committee Report
23 Directors’ Remuneration Report
25 Directors’ Remuneration Policy
26 Directors’ Report
28 Directors’ Responsibility Statement
29 Independent Auditor’s Report
Financial Statements
34 Statement of Comprehensive Income
35 Statement of Financial Position
36 Statement of Cash Flows
37 Statement of Changes in Equity
38 Notes to the Financial Statements
Other Information
50 Notice of Annual General Meeting
54 Corporate Information
Throughout this report we use the more
concise terms RKW or the Company.
Rockwood Strategic plc (“RKW”) is
an Investment Trust listed on the
Main Market of the London Stock
Exchange that invests in a focused
portfolio of smaller UK public
companies. The strategy identifies
undervalued investment opportunities,
where the potential exists to improve
returns and where the company is
benefitting, or will benefit, from
operational, strategic or management
changes. These unlock, create or
realise value for investors.
Rockwood Strategic Plc
Overview Governance
Financial
Statements
Other
Information
01Rockwood Strategic Plc
Highlights for the period include:
Æ NAV Total Return performance in the twelve months to 31 March 2025 of 21.0% to 248.79p/share*, which
compares to a decline in the FTSE Aim All-Share of 8.2% and a rise in the FTSE Small Cap (ex-ITs) of 3.4%.
Æ The Total Shareholder Return in this period was 20.8%*.
Æ NAV Total Return performance in the three years to 31 March 2025 of 54.5%, which compares to the FTSE
Small Cap (ex-ITs) of -6.6% and the FTSE Aim All-Share of -34.6%. The Total Shareholder Return in this
period was 78.6%*.
Æ Maintained price of shares at an average premium to NAV of 2.9%*.
Æ Significant new investor demand resulted in issuance of 7.6 million new shares, increasing share count by
24.5% and, alongside performance, growing NAV to £96.6m from £64.3m. NAV has grown 135.6% in the
last three years, building scale.
Highlights
01Rockwood Strategic Plc
* These are considered to be Alternative Performance Measures (APMs). See APMs on page 49.
02 Rockwood Strategic Plc
Dear Shareholder,
I am pleased to report another successful
year for Rockwood Strategic plc (“RKW”).
RKW has grown Net Asset Value (“NAV”)
per share, increased assets through new
issuance and maintained the share price at
a premium to NAV. RKW remains one of the
very best performing UK small companies
funds, according to Association of Investment
Companies data for the previous one, three
and five years ended 31 March 2025.
NAV Total Return performance in the twelve
months to 31 March 2025 was 21.0%
1
which
compares to an increase in the FTSE Small
Cap (ex-ITs) of 3.4% and a fall in the AIM
All-Share Index of 8.2%. The Total Shareholder
Return in this period was 20.8%. Our approach
is clearly differentiated from other UK small
company funds; concentrated, ‘value’ focused,
and adding value through active engagement
with our investments. It seems clear that the
pressure of UK market outflows and desire
for liquidity by many professional investors
is creating opportunities for our Manager to
uncover the resulting pricing inefficiencies
and opportunities for successful capital
deployment to generate our medium and
longer term performance targets.
The market had an eventful year and a further
7 new holdings were established during the
period. As a result, half of the top ten holdings
have changed in the last year. This ability to
re-cycle and renew our portfolio provides
confidence in the dynamism of our approach
and that the seeds of future NAV growth are
being sown.
Geo-political and macro-economic headlines
continue to dominate sentiment. However,
it is clear this highly stock specific approach
is identifying opportunities which can create
value for shareholders irrespective of external
events. A number of operational turnarounds
within the portfolio now appear on track,
strategic initiatives continue to progress
and a range of new or evolved management
teams and Boards have either concluded
or are underway. It is worth remembering
that performance in any short period under
review will be primarily due to the individual
performances of a handful of our holdings.
I have made this comment before and will
again, as in 2025 it was indeed the case due
to the outstanding contribution from Filtronic
Plc and Funding Circle Plc to Shareholders’
NAV growth.
I am also delighted to report that the shares
have maintained an average 2.9% price
premium to NAV. This has allowed RKW under
its authorities to issue shares to new investors
satisfying demand. Issuance continued during
the financial year and as the Trust reached its
limits under existing authorities we issued a
Prospectus and conducted a General Meeting
to expand this limit which was overwhelmingly
supported by shareholders, for which I thank
those who participated. We warmly welcome
all our new fellow shareholders.
It was also pleasing to see external industry
recognition of our progress with Rockwood
Strategic winning ‘Best UK Exposure’ at the
Quoted Data Awards, ‘Investment Company
of the Year – UK Small Companies’ at the
Investment Week Awards and ‘UK Smaller
Companies Trust’ of the year at the Citywire
Investment Trust Awards. The Board also
noted Richard Staveley, your manager, was
awarded the coveted AAA status by Citywire
during the period.
The Board believes that, until the Company
has gained greater scale, it will retain the
maximum capital allowable to maximise the
compounding of NAV growth. Our Dividend
policy is that at least 85% of net income after
expenses will be paid to shareholders. During
the period, modest levels of portfolio income
did not exceed running expenses and thus no
dividend will be paid. Our AGM will be held on
29 July for those that would like to meet the
Board members and Investment Manager in
person.
Yours sincerely,
Noel Lamb
Chairman RKW
17 June 2025
Noel Lamb
Chairman
Rockwood Strategic Plc
Chairman’s
Statement
1 These are considered to be Alternative Performance Measures (APMs). See APMs on page 49.
Overview Governance
Financial
Statements
Other
Information
03Rockwood Strategic Plc
Board of Directors
Noel Lamb
Independent, Non-Executive Chairman
Noel graduated from Exeter College, Oxford
and is a barrister-at-law. Commissioned into
the 5th Royal Inniskilling Dragoon Guards, he
served as ADC to the Commandant of the Royal
Military Academy Sandhurst and Adjutant of the
North Irish Horse. He joined Lazard Brothers
& Co Limited in 1987 and from 1990 to 1997 he
was the managing director of Lazard Japan
Asset Management where he was the fund
manager for their Japanese equities. In 1997, he
moved to the Russell Investment Group where
he established the investment management
capability of Russell in London. In 2002, he was
promoted to Chief Investment Officer in North
America where he managed assets of $150bn
until his departure in 2008. Noel is also currently
a director of Guinness Asset Management Funds
and served as chairman of Alantis Japan from
2014 to 2023
Kenneth Lever
Senior Non-Executive Director
Chairman of the Audit Committee
Chairman of the Audit Committee at Rockwood
Strategic plc, Ken is Chairman of Marston’s plc,
Chairman of Cirata plc and Deputy Chairman and
NED of Rainier Developments Limited. Ken was
previously Chairman of Biffa plc and RPS Group
plc and also Chief Executive of Xchanging plc.
During his career Ken has held listed company
executive board positions with Tomkins plc,
Albright and Wilson plc, Alfred McAlpine plc and
private equity owned Numonyx BV.
In his early career Ken qualified as a
Chartered Accountant and became a partner
in Arthur Andersen. Ken is Chairman of the
Advisory Board of the Alliance Manchester
Business School. Ken graduated from the
University of Manchester with a degree in
ManagementSciences.
Paul Dudley
Non-Executive Director
Paul Dudley is a Fellow of the Institute of
Chartered Accountants of England and Wales
and is a Member of the UK’s Chartered Institute
of Securities and Investment. Paul founded
Aer Ventures in 2011, a corporate advisory
business, where he is Managing Partner. He
has previously worked as an approved Qualified
Executive acting as the Corporate Finance
adviser on AIM corporate transactions. Paul
graduated from Durham University and began
his career at PricewaterhouseCoopers. He is
currently a director of a number of public
and private companies including Celsius
Resources Ltd and Pyne Gould Corporation Ltd.
04 Rockwood Strategic Plc
Investment Manager’s
Report
Highlights
Æ NAV Total Return performance in the
twelve months to 31 March 2025 of 21.0%
to 248.79p share, which compares to a
decline in the FTSE Aim All-Share of 8.2%
and a rise in the FTSE Small Cap (ex-ITs)
of 3.4%.
Æ The Total Shareholder Return in this
period was 20.8%.
Æ NAV Total Return performance in the
three years to 31 March 2025 of 54.5%,
which compares to the FTSE Small Cap
(ex-ITs) of -6.6% and the FTSE Aim All-
Share of -34.6%. The Total Shareholder
Return in this period was 78.6%.
Æ Maintained price of shares at an average
premium to NAV of 2.9%.
Æ Significant new investor demand
resulted in issuance of 7.6 million new
shares, increasing share count by 24.5%
and, alongside performance, growing
NAV to £96.6m from £64.3m. NAV has
grown 135.6% in the last three years,
building scale.
Market backdrop
Rockwood Strategic derives its main
investment ‘edge’ from individual stock
picking rather than broader market and
economic insights which the media tend to
focus on. Of course, the health of the general
economy, the level of political interference in
economies and the cost of money (interest
rates) all affect the outlook for our holdings,
in particular the context in which they are
improving profitability and undertaking
strategicinitiatives.
Finally, for the first time since March 2020
interest rates started falling. This is an
important development as what Ed Chancellor
calls “The Price of Time” has such an influence
over the cost of capital, asset allocation
decision-making and return expectations.
It also signalled that the main Central Banks
were happy the recent inflationary period
was behind us. However, in their culturally
conservative approach, the pace of cuts has
been pedestrian and during the year the Bank
of England reduced the base rate from 5.25%
to 4.5%. For many mortgage holders and
businesses used to the extended period of zero
rates, this remains a challenging policy setting.
The adoption of aggressive Tariffs by the U.S.
are widely expected to create an inflationary
impulse, despite equal unanimity that they
will lead to weaker economic activity, which
could offset this (for illustration the oil price
has fallen from c.$82 in March 2024 to $61
at time of writing). This may temper further
cuts, its frankly unclear. However, in the UK
the Consumer Price Index hit 2.6% in the 12
months to March; broadly on track to reach, but
still above, the target of 2%. Our expectation
is that slowing global economic activity as
a result of policy uncertainty around Tariffs
and the lack of fiscal headroom to provide
stimulus, will enable interest rates to continue
falling, probably at an accelerated pace,
which historically has been supportive for the
performance of UK smaller company shares.
The U.K.s small (only 1.9% of GDP) exports to
the US appear to have received some friendly
(e.g. vs Europe) treatment, but the wider
inevitable economic slowdown combined with
domestic sluggishness is supportive of lower
rates and a challenging backdrop for many
businesses.
Richard Staveley
Lead Fund Manager
Nicholas Mills
Assistant Fund Manager
Christopher Mills
Advisory Group Member
CIO Harwood Capital Group
* These are considered to be Alternative Performance Measures (APMs). See APMs on page 49.
Overview Governance
Financial
Statements
Other
Information
05Rockwood Strategic Plc
In the UK, a General Election occurred resulting
in a large majority for the Labour Party, despite
a low level of the popular vote, as traditional
Conservative support tired or splintered into
the Reform Party. Labour, in a serious attempt
to prove they are worthy of government
(having been in power only 13 of the 46 years
since 1979), have issued ‘fiscal rules’ which is
important given government debt interest
payments now exceed £100 billion, more than
the education budget. Clearly ‘talk’ needs to be
translated into ‘action’, however clear policy
support for more UK infrastructure investment,
reduced public sector costs and improved
productivity, less and easier regulation,
reduced welfare benefits and closer ties with
Europe sit well with the desires of business,
who will power any future improvement in
economic growth. The funding conundrum to
solve remains difficult given very high levels of
taxation already relative to history and post war
highs in government debt-to-GDP ratios.
The first Budget in the Autumn was
constrained by election tax promises and the
increase in National Insurance Contributions
alongside higher minimum wages and, in
advance of enhanced employee protections,
has clearly knocked the wind out of many
businesses. For context the national living
wage is now higher than Germany, France,
Ireland, Japan, Spain and of course the U.S.
We expect further fiscal gymnastics over the
next year, not least because changes to non-
domiciled tax residents are seemingly causing
an exodus of some of the wealthiest. One
needs to generate a lot of tax elsewhere when
the top 1% of payers contribute 29% of all taxes
(when compared to 11% in 1979) and decide to
leave the country.
We remain very frustrated that the new
Government has not done more to stimulate
investment flowing into the British stock
market; a critical component of the country’s
ability to finance and scale our very best
businesses. New issues were essentially non
existent. Takeovers and companies leaving
the market continued. However, whilst the
small company dominated AIM remains under
severe pressure, and clearly not helped by a
reduction in the tax relief available, the actual
performance of UK shares was good. In fact,
better than good (above long-term averages).
The FTSE 100 rose 12.9% during the year.
This compares to the S&P 500 up 7.6%. Your
manager feels passionately that if smaller
British companies are to sustainably join their
larger brethren in performance terms, active
policy actions by government will be necessary.
We reiterate our call for the tax relief afforded
to ISAs be designated for UK listed shares only.
A self-financing policy, we believe this could
funnel over £16 billion a year into UK shares and
we can bring life back to our historic market
exchange, support growing UK businesses and
stimulate its wide economic community.
“US exceptionalism” debates over recent
years are being questioned. These arguments
developed to support the narrative that the
much higher valuations of US shares which
had emerged were justified. We note that
2024 was only the third time in 100 years that
back-to-back performances over 20% were
achieved. Circumspection is now underway
following Trump’s election and in the wake
of Chinese AI developments (‘Deepseek’) at
a fraction of existing prices. In short Apple
makes its products in China, Taiwan dominates
the world supply of semi-conductors and the
US doesn’t grow many bananas. Simplistic
tariff policy is being directed at complex, long-
standing, interdependencies. Second and third
order impacts will be far and wide. The lack
of clarity in terms of the final policy settings
under the Trump administration is now the key
dampening effect on the world economy. It’s
the uncertainty that kills.
Of further significance is the loosening up of
Germany’s fiscal position alongside the EU.
This once rock-solid conservative stance has
been fractured by Trump’s pressure on Europe
to carry its weight on Defence spending. With
a low, relative, debt to GDP ratio in Germany,
this appears a welcome development to
underpin European economic recovery, as
does a softening attitude to the pace of climate
change regulations which tend to suppress
economic growth.
In conclusion, we are thankful our stock
specific investment approach at Rockwood
Strategic doesn’t rely on analysing
macroeconomic, geo-political or market
factors, particularly when the sitting US
President has his own crypto-coin, such as
deciding upon the correct price for Gold, but
we are positive that interest rates are falling
and that the UK appears in a relatively good
position on tariffs and that, quietly, with little
hubris, UK shares have started to beat US ones.
Given low starting relative equity valuations, if
this is the beginning of new trend, it could be a
very significant investment opportunity and we
mean to exploit it.
Portfolio Commentary and Outlook
Overall, the portfolio is diversified by number
of investments (24) and industry sectors. There
remains concentration of our largest holdings,
with 63.1% of NAV in the top ten holdings. 13 of
our investments have net cash on their balance
sheets, completely unlevered. During the year
a number of key investments, in-line with our
theses, reduced their leverage and thus risk
materially, highlights being Capita and James
Fisher & Sons.
The current valuations of our holdings
are materially below our estimate of
their combined intrinsic value. Low
starting valuations are critical to future
positivereturns.
We have had the proceeds of new issuance
to invest. Cumulatively this has meant we
have been able to buy more of our maturing
investments at favourable prices and also
we have, in a buyer’s market, been able to
purchase 7 new investments, all of which we
target at least 100% upside, and represented
23.3% of portfolio NAV at period end.
An understanding of the maturity stage of
the portfolio holdings is paramount to the
confidence which underpins our view of the
future NAV growth opportunity. Typically, we
spend between a month and up to 6 months
researching a new opportunity. On initial
purchase the company is entering or within a
‘stabilisation phase’ which lasts 6-18 months.
This is usually a volatile period for the shares
(more often than not in a negative direction)
as the management and Board evolves,
operational performance is stabilised, all issues
surface and the plan for financial improvement
(both balance sheet and cash flow generation)
is addressed. This is the riskiest period for
the investment. On emergence, management
incentivisation and team has been finalised,
operational plan created and a ‘delivery phase’
occurs, usually 24-30 months long, as the
business is returned to decent profitability,
returns normalise, and both the balance
sheet and free cash generation are repaired.
Progress is monitored through company
results. Subsequently the shares move into
a ‘realisation phase’ where either the stock
market re-rates the company to fair value or
external parties (trade buyers or private equity
funds) spot the stabilised but undervalued
business and make an approach.
06 Rockwood Strategic Plc
We expect the pickup in trade buyer acquisition
activity and public-to-private transactions to
accelerate in the coming years for our targeted
part of the UK stock market and the portfolio. If
the stock market doesn’t fairly value or provide
growth capital to UK listed small companies
then alternative solutions for shareholders
will emerge. This dynamic should deliver
material, absolute NAV growth for the current
portfolio holdings as it did during the year with
the takeover approach for National World at a
53% premium. Our unrealised IRR at year end
was84.4%.
We are excited as the majority of the portfolio
is now within the delivery or realisation phase
which should be supportive of further NAV
growth in the years to come and our target
return objective of 15% IRR.
Investment Philosophy
Æ ‘Value’ investor mindset and free cash flow
focused
Æ Seek proven businesses, identifiable
assets
Æ Establish mean reversion potential
(profitability, balance sheet and valuation
re-rating)
Æ Identify catalysts for change
Æ Develop exit thesis to mitigate illiquidity
risks (3–5-year time horizon)
Æ Engage with all stakeholders to de-risk
and add value
We believe that investment returns are
generated by purchasing a share for less
than the intrinsic worth of the company, (a
‘value’ philosophy), which is enhanced by
identifying companies which can increase
their fundamental intrinsic worth over
time, thus avoiding ‘value traps’. We seek
to optimise the IRR by identifying ‘catalysts’
which will unlock the share’s discount to the
business’s worth or accelerate value creation.
For ‘core’ investments we ourselves may be
the ‘catalyst’ through the provision of capital,
insight and personnel through constructive
engagement with the Board, management and
otherstakeholders.
Top 10 Holdings as % of NAV
Company Sector %
RM plc Education services 13.9
Filtronic Technology 9.4
Trifast Industrials 6.5
Vanquis Banking Group Plc Financial Services 6.0
M&C Saatchi Media 5.2
James Fisher & Sons Industrials 4.8
Restore Business Services 4.8
Funding Circle Financial Services 4.6
Capita Plc Business Services 4.0
Mercia Asset Management Financial Services 3.9
Total 63.1
Cash and equivalents Cash and equivalents 2.6
Top 5 Investment Portfolio Holdings
Commentary
RM Plc 13.9% Net Assets
Cost: £5.50m, Value as at 31 March 2025
£13.44m, IRR to date 60.8%
The company is an established and leading
supplier to the education market. It has three
divisions: firstly an educational supplies
business which reaches 90.0% of UK Primary
schools selling everything from basic supplies
to bespoke teaching aids, often encouraged
by the curriculum. The second is a leading
assessment business which facilitates the
marking of exams such as the International
Baccalaureate or A-levels both in the UK and
abroad. The final division provides outsourced
technology services to groups of schools.
We led the initiative to appoint Christopher
Humphries to the Board who is now Senior
Independent Director. The company has
high levels of debt, but supportive banks,
and we expect a divisional sale to repair the
balance sheet in the next few months. The
business, which has a long history of cash
generation, is now stabilised after a recent
collapse in profitability and we expect material
profit growth over the coming years, indeed
management are targeting 5x the 2023 EBITDA
outcome. We believe that the shares have a
‘sum-of-the-parts’ valuation materially above
the current share price and expect the evolved
Board and new management team to create
and realise considerable shareholder value
through a well-managed divisional disposal
process and operational turnaround. During
the year significant contract wins and strategy
evolution has increased our opinion of the
value of the Assessment division, which we
believe exceeds the entire c. £95million current
market capitalisation itself.
Filtronic 9.4% Net Assets
Cost: £1.24m, Value as at 31 March 2025
£9.09m, IRR to date 236.4%
The company is an independent, world leader
in Radio Frequency (“RF”) applications and
technology. This is the art of converting
analogue to digital signals and mastering
the various wavelengths on the spectrum to
communicate data effectively. The business
has been in existence for many years and
works with world leading clients in its sectors,
historically Telecommunications (5G rollout
for instance), Defence (Radar applications for
example) and critical communications. The
opportunity for shareholders centres on the
opening up of a new, potentially huge market
for Filtronic that is transforming sales and
profitability of the company creating strategic
value within the industry supply chain. The
market is ‘Space’. The company announced
a strategic agreement and huge contracts
with SpaceX, which has been transforming
the economics of space travel, whose Starlink
network of Low Earth Orbiting satellites is
global leader. Filtronic has been winning
contracts to supply components for their
ground stations and is hoping to win new
satellite customers and also develop products
for the satellites themselves. The company has
net cash and potentially a very bright future as
other constellation projects mature, existing
clients grow and the business achieves scale.
Investment Manager’s Report (continued)
Overview Governance
Financial
Statements
Other
Information
07Rockwood Strategic Plc
Trifast 6.5% Net Assets
Cost: £7.03m, Value as at 31 March 2025
£6.27m, IRR to date -5.6%
The company is an international manufacturer
(30.0%) and distributor (70.0%) of fasteners
(nuts ‘n’ bolts) and has been established for
a number of decades. With 34 locations, of
which 7 are high volume manufacturing sites,
15 billion parts are sold per year and over 1200
employees. Sales exceed £230m with a long
history of profitability and cash generation.
The company has material net assets and is
well invested in plant and machinery. However,
returns have fallen and Return on Capital
Employed (“ROCE”) is poor. The operating
margin is depressed vs its long history and
competitors and a management and Board
evolution has now been completed. This
included the appointment of Nick Mills from
Harwood as a Non-Executive Director (“NED”).
A restructuring program to deliver savings
is underway and we expect progress from a
c.5.0% operating margin to a 10.0% operating
margin over the next 2-3 years. 75.0% of sales
are customer-specific branded products
with an 18-year average tenure of the top ten
customers, the largest being <7.5% sales. Net
Debt had become elevated not least due to
a bulging inventory position of over £100m,
which is now unwinding. We can identify a
significant multi-year turnaround and recovery
opportunity with scope to materially increase
cash generation, improve returns and profits
leading to a normalisation and expansion of the
valuation. Tariffs effects will need to be dealt
with, although the US is a modest destination
for sales and the parts are of low nominal value.
Vanquis Banking Group 6.0% Net Assets
Cost: £5.00m, Value as at 31 March 2025
£5.82m, IRR to date 35.8%
This FCA and PRA regulated Bank emerged
from the historic ‘door-step lender’ Provident
Financial. The business now has two main
lines of credit, namely a ‘below-prime’ credit
card (Vanquis) and motor vehicle finance
(Moneybarn) and has started growing loans
in second charge mortgages. There are an
estimated 20 million people in the UK who are
financially struggling and need to, on occasion,
access credit. Vanquis is the market leader
with over 1.5 million customers. In line with the
risks to this type of lending the rates are higher
than Prime but not exploitative like the ghastly
pay day lenders. For many the alternative to
Vanquis, if friends and family can’t help, is the
unregulated black-market. The bank now has
over £2 billion in deposits which is uses for its
profitable lending. A fully new management
team is turning around the poor performance
of the company whose costs were far to high
and IT systems archaic. The plan should return
the business to mid-teens return on tangible
equity which would justify a premium to
Book Value. Currently the shares are on a big
discount. The turnaround has been dealing
with additional challenges from a deluge of
(almost entirely spurious) customer claims
created by professional Claims Management
Companies. This has cost a huge amount in
administration and has occurred under an
asymmetric charging structure at the financial
ombudsmen in favour of the Claims companies.
This has recently been addressed and costs
should fall in 2025-26. Furthermore, the vehicle
finance sector has been under regulatory
scrutiny raising concerns of expensive redress
schemes. It is our strong view that Vanquis’s
exposure is modest. Well capitalised, with
attractive financial characteristics, we expect
the recovery to be considerable.
M&C Saatchi 5.2% Net Assets
Cost: £3.42m, Value as at 31 March 2025
£5.06m, IRR to date 13.9%
The company is one or the world’s best known
global advertising and communications
advice agencies with clients stretching from
governments to supra-national organisations
(e.g. The World Bank) to the world’s leading
consumer brands (e.g. Samsung) and social
media sites (e.g. TikTok). Following a period
of turmoil, the Board and management
team underwent significant change. The
business has been making considerable
operating savings, disposing of loss-making
operations and streamlining the business,
including the move to shared services. Results
demonstrated the turnaround is well underway
unveiling a growing, high margin, low capital
intensive, highly cash generative, international
business. Their almost unique ‘world issues’
non-cyclical division, which advises a
range of governments and supra-national
organisations has material value and may
need to be ‘un-locked’ from the derisory stock
market valuation. The company has almost
finished buying out its minority partners, has
now put in place a new CEO, CFO, co-Creative
Directors and has net cash. The shares still
remain below the rejected level of the 2022
takeover offer. General concerns about the
health of advertising markets linger, however
we believe the company is now in a position
to undertake share buybacks and should be
actively seeking to realise and demonstrate,
value forshareholders.
Portfolio Activity Purchases
New holdings Commentary
The Investment Team have been actively
deploying capital during these depressed
market conditions to seed returns for
shareholders over the medium term.
Capita 4.0% Net Assets
Cost: £4.60m, Value as at 31 March 2025
£3.89m, Market Capitalisation £235m
This outsourcing business was a former
FTSE 100 constituent but had a spectacular
fall from grace and is now valued at £235m.
The business has a completely new senior
management team who are targeting to
improve operating margins form c.4.5% to
6-8%. There are two divisions. The first is
focused on the Public Sector where it’s the
incumbent administration provider of a range
of government services such as the Congestion
Charge, The Student Loan Company and the TV
License. The second division is more private
sector focused and has a barely profitable
contact centre business which is a key area for
improving performance relative to the levels
achieved by competitors. In both divisions,
significant cost is being taken out and new
technology harnessed (in particular the use
of AI) to improve productivity, efficiency and
profitability. The company had been saddled
with huge amounts of debt which have now
been paid off through a series of business
disposals and also had a significant funding
requirement for its pension fund, which has
also been addressed. It is clear that most
investors are sceptical of the likelihood of
improved performance, which is reflected
in very low valuation multiples. However, we
expect a significant increase in free cash flow
generation when the restructuring concludes
in 2026 and 2027 justifying a large re-rating. A
full break-up of the group may be the end-game
and in that regard it is important the company
exits its loss making closed Life & Pensions
activities, which would enhance free cash flow
conversion significantly.
Mercia Asset Management 3.9% Net Assets
Cost: £4.17m, Value as at 31 March 2025
£3.75m, Market Capitalisation £112m
The business is the leading regional provider
of venture capital in the UK with a network of
11 offices, relationships with 40+ universities
for entrepreneurial spin-outs and provides
a mix of venture capital, private credit and
private equity alongside EIS and other scheme
08 Rockwood Strategic Plc
Investment Manager’s Report (continued)
funds. Historically the company used its
own balance sheet to invest in exciting early
stage businesses for which it has overall a
good record of success. However, recently
the company has evolved its strategy and
is becoming a trading company (enabling
itself to be available for IHT relief). This
will entail exiting the portfolio of stakes in
companies over the next 2-3 years, which are
currently valued by the Directors in excess
of the market capitalisation of c.£110m.
In addition, the company has over £40m
of cash (some of which will be needed to
fund the investments through to exit) and
its fund management activities. These will
become the sole focus in the years to come
and having grown to £1.8billion of funds, the
management are targeting over £3billion. With
an almost fully invested platform and team,
if this scale is achieved, significantly higher
levels of profitability are likely. It is helpful
the government is keen to support regional
investment as are local public sector pensions
schemes and the British Business Bank. We
expect a successful execution of the strategy
to provide a much simpler investment case
(without the balance sheet investments) and a
specialist, highly profitable and thus valuable
asset manager, to emerge.
Kooth 3.6% Net Assets
Cost: £4.18m, Value as at 31 March 2025
£3.45m, Market Capitalisation £47m
This digitally led ‘hybrid’ service provides
mental health services to young people. It
is the leading provider in the UK with over
100 NHS Trusts adopting the service which
allows young people to access professional
counselling, on-line (free and anonymous).
Whilst NHS budgets are stretched, the
service is intended to help prevent far more
expensive problems down the line if issues are
addressed early. In 2023 against significant
competition, Kooth won a huge, landmark
contract to provide the service in the State
of California. They have been mobilising the
adapted service ever since which is part of a
$4billion state mental health programme. The
company has also won a pilot in New Jersey
but had one in Pennsylvania stopped in the run
up to the election amidst a highly politicised
environment. They have signed an agreement
with a large insurance company to access
Medicaid funding and are trialling in Illinois.
The opportunity for growth in the US and the
rest of the World is significant and potentially
material value can be created through scale
economics. The company has a large cash
balance of over £20m and is generating cash
too. The valuation at a market capitalisation of
c.£47m is therefore very depressed given the
profitability and growth prospects and which
seemingly relates to concern over the California
contract performance, its size and worries
about renewal which we believe are likely to
beunfounded.
National World 3.2% Net Assets
Cost: £1.98m, Value as at 31 March 2025
£3.1m, IRR to date 84.4%
For long term shareholders in Rockwood
Strategic, this will be a familiar name. It was
purchased in January 2021 at 10p and then
exited in March 2022 at 29p. The business was
created to acquire the regional news assets of
the former FTSE 250 company Johnston Press
out of administration, shorn of its crippling
pension fund and debt liabilities. The strategy
of this cash generative business has been
to invest and build digital revenue streams,
alongside cost cutting to offset the (now
slow) decline of traditional print newspapers.
Local news is popular, and local businesses
want to advertise and thus there is value to
the portfolio of historic titles including quality
businesses such as The Yorkshire Post and The
Scotsman. With net cash, bolt-on acquisitions
were being pursued by an experienced
management team. We identified that progress
was being made, but in these challenging
markets, the shares performed poorly after
our prior exit, and we were able to reestablish
the investment at 13.5p on a very low multiple
of improved profits. Subsequently a cash
takeover offer at 23p, c. £65m, has emerged
for the business which we have accepted
at a highly attractive IRR, well in excess of
our target returns. We expect the deal to
complete within the first quarter of the new
financialyear.
Additions
We added materially to our shareholdings in a
number of existing investments increasing the
number of shares held, the largest are shown in
the following table:
Company
% increase in
shareholding
during the year
Capital 122
Van Elle 83
Restore 60
James Fisher & Sons 50
STV Group 47
Capital 3.1% Net Assets
Cost: £4.21m, Value as at 31 March 2025
£2.97m, IRR to date -37.9%
The company started out providing drilling
services to small African based mining
companies and, having developed a reputation
of best in class health and safety, service
levels and efficiency, has gradually built a
diversified client base including a number of
world’s major mining companies. The rig fleet
is now deployed across several continents and
is complimented by other services, the most
important for our thesis being the ‘laboratory
services’ division which is providing leading
edge, environmentally friendly assays and
sample testing to its clients. The company
suffered during the year due to delays in
mobilising its new huge contract with Nevada
Gold Mines and also missed growth forecasts
for the laboratories business which was
disappointing (albeit up 13.6%). We have
engaged regularly with the company about
its recent performance given Capital’s history
of strong margins and attractive returns on
capital. These will be enhanced further over
time by the strong growth of the laboratories
business, competitors of which are valued
very highly. The Founder has consequently
stepped back into the business as Executive
Chairman and we expect much improved future
performance. With a significant personal
stake in the company, he is highly motivated to
deliver. Whilst Capital has activities across a
number of metals, it still retains a bias to Gold.
We expect acceleration and further growth in
its key projects, and an eventual realisation
of value in the laboratories business. The
valuation is anomalous, at a discount to Book
Value, despite the ROCE and growth record, its
asset base and prospects.
Van Elle 3.8% Net Assets
Cost: £3.98m, Value as at 31 March 2025
£3.63m, IRR to date -0.4%
This investment is now five years old having
been initiated during the COVID-19 crisis.
The company is the leading UK provider of
ground improvement, foundation and piling
services to the construction industry, with
a bias to infrastructure and housing. During
the five years the new management team
have professionalised the business and
converted losses into profits, whilst sales
have grown significantly. However, financial
targets have not been met with a lack of
progress on operating margins and some
modest m&a which has not delivered value to
shareholders in our view. Whilst end markets
Overview Governance
Financial
Statements
Other
Information
09Rockwood Strategic Plc
have clear growth dynamics, particularly the
opportunity in sectors such as water and
energy transmission (albeit housing remains
weak) this asset intensive, c.£37m market
capitalisation business, is struggling on AIM.
We have increased our stake to support our
engagement initiatives with the company to
unlock value for shareholders. Despite having
net cash and considerable fixed assets (the
fleet of well-invested ‘rigs’) the shares are
valued on a discount to book-value.
Restore 4.8% Net Assets
Cost: £4.07m, Value as at 31 March 2025
£4.60m, IRR to date 15.8%
This office services and records management
business manages over 22m boxes of paper
records for a wide range of businesses,
including 80.0% of the FTSE 100, which is a
highly profitable activity generating over 30.0%
profit margins. Over the years, complimentary
activities have been developed and the
company is now UK No.1 or 2 in shredding,
office technology destruction/recycling,
scanning, and office relocations. The long-
time CEO has returned to the group after a
period of underperformance by the business
and we can already observe renewed vigour,
growth and improved profitability. The boxes
tend to generate cash and collect dust, a fine
business model and a more efficient property
footprint offers the opportunity for even higher
profitability with the team targeting 20% group
operating margins. Now on the front foot,
with central costs right-sized for a historically
nimble and dynamic firm, a first acquisition
has been announced on an attractive multiple
which is likely to be value accretive given the
scope to integrate with existing assets. We
anticipate more deals and a return to its much
higher valuation rating of previous years.
James Fisher & Sons 4.8% Net Assets
Cost: £4.76m, Value as at 31 March 2025
£4.62m, IRR to date -2.8%
A quality marine, energy and defence
group with a very long corporate history,
management had lost focus, capital discipline
and over-leveraged the balance sheet. The
new management team has now simplified the
group, taking out costs and has conservative
medium-term financial targets, which would
result in much higher levels of profitability
and returns on capital. A large disposal was
announced which has radically de-geared the
company, allowing the operational recovery
to now unfold. Within the remaining activities
are leading edge specialist diving expertise,
growing services to global offshore wind
farms, emergent defence products and
cash generative shipping related services.
Within each division there are clear strong
sources of IP, differentiation and added-
value for customers. Critical to the improved
profitability is the Defence division which has
now moved from losses into modest profits.
Recent results unveiled a large increase in the
order book and commentary for management
suggests the contract pipeline is healthy. We
expect considerable valuation upside as the
turnaround progresses and risks abate.
STV 3.6% Net Assets
Cost: £4.31m, Value as at 31 March 2025
£3.62m, IRR to date -16.8%
The company is the No.1 Scottish commercial
broadcaster, recently being re-awarded a
further 10 year license, which incorporates
its leading digital platform, the ‘STV Player’.
In recent years the company has expanded
its content production capabilities and is the
largest regional UK studios business with over
40 ‘returning’ series. As the most popular peak
time TV channel in Scotland, STV reaches 3
out of 4 Scottish adults every month (2.9m)
and attracts 3x the audience of its nearest
commercial competitor. Remaining profitable,
the difficult and cyclical advertising spend
environment has impacted recent performance
yet has scope for meaningful recovery. The
digital activities are very high margin and have
been consistently growing with millions of
registered and active users who can be served
better targeted and thus higher value adverts.
Debt levels are conservative but the company
is saddled with a legacy pension scheme
with a large deficit, which is consuming a lot
of cashflow to resolve. In time this will stop
and we would expect the Board of STV to be
accelerating this process if it made sense for
shareholders. We believe the low valuation
reflects an out of date perception of business
mix, as the content business is now larger
than linear TV activities and has been recently
announcing new production wins with Apple,
NBC, the BBC and Netflix implying solid
growth prospects and creative reputational
momentum. A new highly regarded CEO may
inject fresh perspectives into the business.
His first task, though, is to ensure Studios
generates acceptable financial returns.
Concerns over the advertising market have
weighed on the shares, which now offers an
adequately covered high dividend yield of over
7%. We hope this is complimented by share
buybacks soon.
Sales
We exited four investments during the period,
three of which were modest in size: The Youngs
& Co shares we received as part of the takeover
of City Pub Group in the prior year were sold
concluding a 59.4% IRR, 2.25x Money Multiple
on our investment. The Loan we provided to
Pressure Technologies Plc was repaid resulting
in a 19.6% IRR. A small position which we
were unable to scale in size was exited for a
smallprofit.
Hostmore was also exited prior to its delisting
and move into administration. This was an
unsuccessful investment for the strategy.
Modest position sizing, given the known risks
regarding the level of financial leverage in
the business resulted in the loss to NAV being
constrained. However, this was a disappointing
outcome as if the consumer environment had
been more benign and a recovery in trading
ensued under the new management, debt
would have been rapidly reduced and our
investment thesis of 3-4x investment may
have been realised. But it didn’t and we have
had to realise a loss of c.99%. We won’t get
them all right and this situation provided some
humbling lessons.
During the year we also realised significant
gains through stock market sales in our
holdings of Funding Circle, Galliford Try
and Filtronic, all of which remain within the
portfolio and should still generate attractive
returns going forward.
Conclusion
As managers we have invested more of
our own personal money in the shares of
Rockwood Strategic during the year and have a
management contract which rewards success.
We see a real opportunity to compound wealth
for all shareholders over the long-term in an
inefficient stock market full of opportunities to
deliver our target returns.
Richard Staveley
10 Rockwood Strategic Plc
About the Investment Manager
Harwood Capital LLP (“HC LLP”) was incorporated in 2003 and was the Investment Manager for Rockwood Strategic Plc during the year. HCLLP
is a wholly owned subsidiary of Harwood Capital Management Limited and is authorised and regulated by the Financial Conduct Authority (“FCA”),
authorisation number 224915 and is led by Christopher Mills. The funds managed and advised by HC LLP follow an active, value approach towards
the businesses in which they invest. Mr Mills is a member of the Rockwood Strategic Plc Investment Advisory Group. Post year-end, Rockwood Asset
Management became the new Investment Manager following the novation of the original Investment Management Agreement “IMA”. Rockwood Asset
Management is a trading name of Harwood Private Capital LLP (“HPC”) a wholly owned subsidiary of the Harwood Group. There were no commercial
changes to the IMA and the investment team is unchanged.
Investment Advisory Group
The Investment Manager has formed an Investment Advisory Group (IAG) to support the Investment Team for Rockwood Strategic Plc. The members
are experienced financial professionals with relevant experience, their details are disclosed on the www.rockwoodstrategic.co.uk website. The IAG
members are provided with details of pipeline ‘core’ investments for the strategy prior to the completion of the research process. Their insights,
relevant contacts and investment views are incorporated into the Investment Team’s subsequent due diligence. On completion of due diligence,
research is shared with the IAG members and their perspectives actively considered prior to any investment decision by the Investment Team.
Richard Staveley
Lead Fund Manager
Richard has over twenty five years’ experience
of equity investment and fund management.
Having qualified as a chartered accountant
at PricewaterhouseCoopers, Richard joined
Bradshaw Asset Management, as assistant
fund manager in 1999. He subsequently joined
Société Générale Asset Management where
he became Head of UK Small Companies and
a CFA charterholder. In 2006, he co-founded
River and Mercantile Asset Management where
he launched both the UK Small Company Fund,
the UK Income Fund and was Head of Research.
In 2013, he joined Majedie Asset Management
to co-manage and subsequently solely
manage the UK small company investments.
In 2019 he joined Gresham House Plc as fund
manager for Gresham House Strategic Plc, the
Strategic Public Equity LP and eventually the
Gresham House UK Small Companies Fund.
In 2021, Harwood Capital LLP were awarded
the management contract for Gresham House
Strategic Plc which Richard subsequently
joined to continue his role under its new name
Rockwood Strategic Plc. He currently sits
as Non-Executive Director on the board of
Chesterfield Special Cylinders Holdings Plc.
Nicholas Mills
Assistant Fund Manager
Nicholas is a Director of Harwood Capital
Management Ltd and joined Harwood Capital
LLP in 2019. He has ten years of equity
investment experience, initially at Gabelli Asset
Management in New York where he spent
five years as a Research Analyst covering the
industrial sector and gaining experience in
Merger Arbitrage strategies and the marketing
of Closed End Funds. He joined Harwood
Capital LLP in 2019 and has since performed UK
equity analysis and fund management roles for
Oryx International Growth Fund and the North
Atlantic Smaller Companies Investment Trust.
He has a Bachelor of Science Degree from
Boston College’s Carroll School of Management.
He is currently a Non-Executive Director at Niox
Plc, Hargeaves Services Plc and Trifast Plc.
He was previously Non-Executive Director at
Crestchic Plc.
Christopher Mills
CIO Harwood Capital LLP
Christopher has over 50 years investment
experience and has been the Chief Executive
Officer and principal shareholder of Harwood
Capital Management since 2011. He founded
JO Hambro Capital Management with Jamie
Hambro in 1993 acting as Chief Investment
Officer and Harwood Wealth with Alan Durrant in
2013 until their respective sales in 2011 and 2020.
He is CEO of North Atlantic Smaller Companies
Investment Trust (“NASCIT”) which he has
managed since 1982 and Executive Director of
Oryx International Growth Fund which he has
managed since 1995. NASCIT has delivered a
total NAV per share of nearly 200x under Mr.
Mills’ management. He has sat on the Board of
over 100 companies during his career including
most recently Augean, MJ Gleeson, SureServe,
Frenkel Topping, Assetco, Ten Entertainment,
Bigblu Broadband and SourceBio International.
Overview Governance
Financial
Statements
Other
Information
11Rockwood Strategic Plc
Strategic Report 2025
The Directors present their Strategic Report
for the period ended 31 March 2025. Details
of the Directors who held office during the
period and as at the date of this report are
given on page 3 of the Annual Report and
Accounts. This Strategic Report has been
prepared in accordance with the requirements
of Section 414 of the Companies Act 2006
and best practice. Its purpose is to inform the
shareholders of the Company and help them to
assess how the Directors have performed their
duty to promote the success of the Company, in
accordance with Section 172 of the Companies
Act 2006.
The Strategic Report contains certain forward-
looking statements. These statements are
made by the Directors in good faith based on
the information available to them up to the
date of this report and such statements should
be treated with caution due to the inherent
uncertainties, including both economic and
business risk factors, underlying any such
forward-looking information.
The Company’s business review, developments
during the year and a detailed discussion of
the individual asset performance together
with future outlook are covered in the
Chairman’s Statement and the Investment
Manager’sReport.
Business Model
Status of the Company
The Company is registered in England and
Wales as a public limited company and is
an investment company within the terms of
section 833 of the Companies Act 2006. The
principal activity of the Company is to carry on
business as an investment trust. The Company
has been approved by HM Revenue & Customs
as an authorised investment trust under
sections 1158 and 1159 of the Corporation Tax
Act 2010, subject to there being no subsequent
serious breaches of regulations, from 1 April
2023. In the opinion of the Directors, the
Company is directing its affairs so as to enable
it to continue to qualify for such approval.
The Company is an investment trust listed
on the Main Market of the London Stock
Exchange. The Company is a member of the
Association of Investment Companies (“AIC”),
a trade body which promotes investment
companies and also develops best practice for
its members.
Strategy for the year ended 31 March 2025
and Strategic Review
During the year ended 31 March 2025, the
Company continued to follow its investment
objective and policy. During the year, the Board
made all strategic decisions for the Company.
Harwood Capital LLP undertook all strategic
and administrative activities on behalf of the
Board, which retained overall responsibility.
During the period the Board decided to seek
approval from shareholders to increase the
amount of shares issued which required
the production of a prospectus. This was
overwhelmingly supported by shareholders,
enabling and increase in scale of the Company.
On 31 March 2025, Harwood Capital LLP had
novated its appointment as the Company’s
Investment Manager and alternative
investment fund manager (“AIFM”) to Rockwood
Asset Management (a Trading name of
Harwood Private Capital LLP).
Purpose
The purpose of the Company is to achieve
predominantly capital growth in our
shareholders’ wealth over time. It aims
to achieve this by using its closed-ended
structure to invest in a concentrated number
of smaller quoted companies, which the
Investment Manager believes are undervalued
and could be generating higher returns for
their shareholders. The long-term nature of
the Company’s capital enables the Investment
Manager to undertake constructive corporate
engagement with the underlying portfolio
companies and their stakeholders, on
financial and operating performance, strategy
andgovernance.
The Board
The Board of the Company comprises Noel
Lamb (Chairman), Ken Lever and Paul Dudley,
all of whom are independent non-executive
Directors and male. All Directors will stand for
re-election at the forthcoming Annual General
Meeting. Further information on the Directors
can be found on page 3.
Board Focus and Responsibilities
With the day to day management of the
Company outsourced to service providers the
Board’s primary focus at each Board meeting
is reviewing the investment performance and
associated matters, such as, inter alia, portfolio
activity, future outlook and strategy, gearing,
asset allocation, investor relations, marketing,
and industry issues. In line with its primary
focus, the Board retains responsibility for all
the key elements of the Company’s strategy
and business model, including:
Æ Investment Objective and Policy,
incorporating the investment guidelines
and limits, and changes to these;
Æ review of performance against the
Company’s key performance indicators
(“KPIs”);
Æ whether the Manager should be
authorised to gear the portfolio up to
a pre-determined limit (currently no
leverage is used or planned to be used);
Æ review of the performance and continuing
appointment of service providers; and
Æ maintenance of an effective system
of oversight, risk management and
corporate governance.
Key Performance Indicators
At each Board meeting, the Directors consider
the performance measures to assess the
Company’s success in meeting its objectives.
The Board believes the Company’s key
performance indicators are:
Æ Net Asset Value Total Return: the sum
of NAV per Ordinary Share growth and
cumulative dividends paid. This measure
incorporates investment performance
and Company expenses. The investment
objective is to make investments capable
12 Rockwood Strategic Plc
Strategic Report (continued)
of delivering 15% Internal Rates of Return
(IRR) over the medium term. This was
21.0% in the current and 5.1% in the
prioryear.
Æ Rockwood Strategic Plc Total Shareholder
Return: RKW cumulative share price return
for the year and cumulative dividends paid.
Implicit in this measure is any movement
in the share price discount or premium
to NAV which is also measured. The NAV
remained at a premium during the period.
The TSR was 20.8% in the current year
and 15.4% in the prior year.
Æ Ongoing charges: ensuring the costs of
running the strategy are appropriate and
proportionate. The ongoing charges ratio
for 2025 was 1.83% (2024: 1.58%) (see
APMs on page49).
The Directors draw attention to the Investment
Manager’s Report (pages 4 to 9 of the
annualreport).
Business review
The Directors are of the view the investment
strategy has performed very well, given the
challenging UK smaller companies market
conditions experienced during the year.
Principal Risks and Uncertainties
The Board, on behalf of the shareholders,
manages a range of risks that might impact the
financial position of the Company, the principal
risks are as follows:
Æ Investment value - The risk that the value
of the Company’s investments might fall.
See note 13 to the Financial Statements
for further details on this, specifically note
13a “Market Risk”. Our mitigation, as set
out in the Investment Manager’s Report,
is to manage a diverse portfolio and for
the manager to operate with controls and
diligence around new investments.
The Board reviews and discusses the
Company’s performance against its
investment objective and policy, and
assesses performance in comparison
to industry peers and the broader
comparative market. The Board also
keeps the performance of the Investment
Manager under continual review, along
with a review of significant investment
decisions and the overall rationale for
holding the current portfolio.
Æ Investment Manager – the Company
is reliant on the Investment Manager
to implement the investment strategy
successfully and the risk that this
might not continue is managed by the
Board through regular and detailed
engagement with, and oversight of, the
manager together with the manager’s own
comprehensive investment and operating
processes.
Additional risks – as mentioned under the
Corporate Governance section, the Board
maintains a register, and in addition to
comments above, risks managed there
include, among others: the management of key
operational and financial controls; risk of key
personnel being unavailable; and maintaining
regulatory permissions.
Liquidity is not considered a risk as this is a
closed-end fund and does not have redemption
provisions, as seen in the open-ended
fundsector.
The principal risks to shareholders are
the performance of the portfolio and the
competence of the manager in pursing
thestrategy.
Custodian
Caceis Bank (previously RBC Investor Services
Trust) was appointed as the Company’s
Custodian pursuant to an agreement dated
8 June 2022. Caceis is in charge of, inter alia,
safekeeping and custody of the Company’s
assets, investments and cash, processing
transactions and foreign exchange services,
asrequired.
Stakeholder Engagement and Statement
under Section 172
The Board recognises that the Company should
be run for the benefit of shareholders, but
that the long term success of a business is
dependent on maintaining relationships with
stakeholders and considering the external
impact of the Company’s activities.
Overview
The Directors’ overarching duty is to act in
good faith and in a way that is the most likely
to promote the success of the Company as
set out in Section 172 of the Companies Act
2006. In doing so, Directors must take into
consideration the interests of the various
stakeholders of the Company, the impact
the Company has on the community and
the environment, take a long-term view on
consequences of the decisions they make
as well as aim to maintaining a reputation
for high standards of business conduct and
fair treatment between the members of
theCompany.
Fulfilling this duty naturally supports the
Company in achieving its investment objective
and helps to ensure that all decisions are
made in a responsible and sustainable way.
In accordance with the requirements of
the Companies (Miscellaneous Reporting)
Regulations 2018, the Company explains how
the Directors have discharged their duty under
Section 172 below.
The Directors have continued access to the
advice and services of the Company Secretary,
and when deemed necessary, the Directors
can seek independent professional advice.
The Terms of Reference of any Committees
are reviewed on a regular basis and further
describe Directors’ responsibilities and
obligations and include any statutory and
regulatory duties. The Audit Committee has
the responsibility for the ongoing review of
the Company’s risk management systems and
internal controls and, to the extent that they
are applicable, risks related to the matters
set out in Section 172 are included in the
Company’s risk register and are subject to
periodic review.
Further details on Section 172 reporting can be
found in the S172 Statement on pages 14 to 16.
Stakeholders
A company’s stakeholders are normally
considered to comprise its shareholders, its
employees, its customers, its suppliers as well
as the wider community in which the company
operates and impacts. The Company is
different in that as an investment trust it has no
employees and, significantly, its customers are
synonymous with its shareholders. In terms of
suppliers, the Company receives professional
services from a number of different providers,
principal among them being the Investment
Manager. The Board believes that the wider
community in which the Company operates
encompasses its portfolio of investee
companies and the communities in which
theyoperate.
Shareholders
Continued shareholder support and
engagement are critical to existence of the
business and the delivery of the long term
strategy of the Company.
The Board is committed to maintaining open
channels of communication and to engage with
shareholders in a manner which they find most
meaningful, in order to gain an understanding
of the views of shareholders. These include:
Æ Annual General Meeting (“AGM”) – The
Company welcomes and encourages
attendance, voting and participation
from shareholders at the AGM, during
which the Directors and the Investment
Manager are available to discuss issues
affecting the Company and answer any
questions. The Company values any
feedback and questions it may receive
from shareholders ahead of and during
the AGM.
Æ Publications – The Annual and Interim
Reports of the Company are made
available on its website. These reports
provide shareholders with a clear
understanding of the Company’s portfolio
Overview Governance
Financial
Statements
Other
Information
13Rockwood Strategic Plc
and financial position. This information
is supplemented by a quarterly factsheet
and regular presentations which are
available on the website. Feedback and/
or questions the Company receives from
the shareholders help the Company evolve
its reporting, aiming to render the reports
and updates transparent and informative.
Æ Shareholder meetings – The Investment
Manager and the Company’s Broker are in
regular contact with major shareholders.
The Chairman and the other Directors
are available to meet with shareholders
to understand their views on governance
and the Company’s performance where
they wish to do so. The results from
all meetings between the Investment
Manager, the Broker and shareholders,
and the views of the shareholders are
reported to the Board on a regular basis.
Æ Shareholder concerns – In the event
shareholders wish to raise issues or
concerns with the Directors, they are
welcome to do so at any time by writing
to the Chairman. Other members of the
Board are also available to shareholders
if they have concerns that have not been
addressed through the normal channels.
Shareholders wishing to communicate
directly with the Board should contact
the Company Secretary at the registered
office address on page 54.
Æ Investor relations updates – At every
Board meeting, the Directors receive
updates from the Company’s Broker on
the share trading activity, share price
performance and any shareholders’
feedback, as well as updates from the
Investment Manager. To gain a deeper
understanding of the views of its
shareholders and potential investors,
the Investment Manager also meet
regularly with shareholders. Any pertinent
feedback is taken into account when
Directors discuss the share capital
and any possible new share issuance
under the Block Listing application. The
willingness of the shareholders, including
the partners and staff of the Investment
Manager, to maintain their holdings over
the long term period is another way for
the Board to gauge how the Company is
meeting its objectives and suggests a
presence of a healthy corporate culture.
The Investment Manager
The Investment Manager’s performance is
critical for the Company to successfully deliver
its investment strategy and meet its objective
to provide shareholders with attractive total
return over a long-term period.
The management of the Company’s portfolio
is delegated to the Investment Manager,
which manages the assets in accordance
with the Company’s objectives and policies.
At each Board meeting, representatives from
the Investment Manager are in attendance
to present reports to the Directors covering
the Company’s current and future activities,
portfolio of assets and its investment
performance over the preceding period.
Maintaining a close and constructive working
relationship with the Investment Manager is
crucial as the Board and Harwood Capital both
aim to continue to achieve long-term returns
in line with its investment objective. Important
components in the collaboration with the
Investment Manager, representative of the
Company’s culture, are:
Æ Operating in a fully supportive,
co-operative and open environment and
maintaining ongoing communication with
the Board between formal meetings;
Æ Encouraging open discussion with the
Investment Manager, allowing time and
space for original and innovative thinking;
Æ Recognising that the interests of
shareholders and the Investment Manager
are for the most part well aligned,
adopting a tone of constructive challenge;
Æ Drawing on Board members’ individual
experience and knowledge to support
the Investment Manager in its monitoring
of and engagement with portfolio
companies;
Æ Willingness to make the Board members’
experience available to support the
Investment Manager in the sound
long- term development of its business
and resources, recognising that the
long-term health of the Investment
Manager is in the interests of
shareholders in the Company.
In addition to the management fee, the
Investment Manager also receives a
performance fee if certain circumstances are
met. In respect of the year ended 31 March
2025, a performance fee has been accrued as
noted on page 41.
Other service providers
In order to function as a closed-ended
investment company listed on the Main Market
of the London Stock Exchange, the Company
relies on a diverse range of reputable advisors
for support in meeting all relevant obligations.
The Company’s main functions are delegated to
a number of service providers, each engaged
under separate contracts. The Board, together
with the Company Secretary, and Investment
Manager maintains regular contact with its
key external providers and receives regular
reporting from them, both through the Board
and Committee meetings, as well as outside
of the regular meeting cycle. Their advice and
views are routinely taken into account. This
regular interaction provides an environment
where issues and business developments
needs can be dealt with efficiently and
collegiately. The Audit Committee reviews
and evaluates the financial reporting control
environments in place at each service provider.
The Board formally assesses performance,
fees and continuing appointment annually to
ensure that the key service providers continue
to function at an acceptable level and are
appropriately remunerated to deliver the
expected level of service.
Employees, human rights, social and
community issues
The Board recognises the requirement under
Companies Act 2006 to detail information
about human rights, employees and community
issues, including information about any
policies it has in relation to these matters and
the effectiveness of these policies. These
requirements do not apply to the Company
as it has no employees, all the Directors are
non-executive and it has outsourced all its
functions to third-party service providers. The
Company has therefore not reported further
in respect of these provisions, however, it
does expect its service providers and portfolio
companies to respect these requirements.
Integrity and business ethics
The Company is committed to carrying out
business in an honest and fair manner with
a zero-tolerance approach to bribery, tax
evasion and corruption. As such, policies and
procedures are in place to prevent the above.
The Board’s expectations are that its principal
service providers have similar governance
policies in place. The Company Secretary, on
behalf of the Board, will seek assurances from
service providers on a regular basis.
Environmental, social and governance issues
The Company has no employees, property or
activities other than investments, so its direct
environmental impact is minimal. In carrying
out its activities and in its relationships
with service providers, the Company aims
to conduct itself responsibly, ethically and
fairly. The Board is comprised entirely of
non-executive Directors and the day-to-day
management of the Company’s business is
delegated to the Investment Manager. The
Investment Manager aims to be a responsible
investor and considers environmental,
ethical and social issues with regards to
theirinvestments.
The Directors believe that proxy voting is an
important part of the corporate governance
process. It is the policy of the Company to
14 Rockwood Strategic Plc
Strategic Report (continued)
vote at all shareholder meetings of investee
companies, and the Board has delegated voting
activities to the Investment Manager. Whilst
there is no specific policy, Investment Manager
follows relevant regulatory requirements with
an aim to make voting decisions which will best
support growth in shareholder value and will
commonly take into account best practices
regarding corporate governance, Board
composition, remuneration and Environment,
Social and Governance (“ESG”) issues.
Modern Slavery Act 2015
The Company does not provide goods or
services in the normal course of business, and
as a financial investment vehicle does not have
customers. The Directors do not therefore
consider that the Company is required to make
a statement under the Modern Slavery Act 2015
in relation to slavery or human trafficking. The
Company’s suppliers are typically professional
advisers and the Company’s supply chains are
considered to be low risk in this regard. In light
of the nature of the Company’s business there
are no relevant human rights issues and the
Company does not have a human rights policy.
Long Term Viability Statement
In accordance with the UK Corporate
Governance Code, the Directors have carefully
assessed the Company’s position and
prospects as well as the principal risks and
have formed a reasonable expectation that the
Company will be able to continue in operation
and meet its liabilities as they fall due over
the next three financial years. The Board has
chosen a three-year horizon in view of the
long-term nature and outlook adopted by the
Investment Manager when making investment
decisions. To make this assessment and
in reaching this conclusion, the Board has
considered the Company’s financial position
and its ability to liquidate its portfolio and meet
its liabilities as they fall due:
Æ the portfolio is comprised of investments
listed and traded on stock exchanges.
These are actively traded and, whilst
perhaps less liquid than larger quoted
companies, the portfolio is well
diversified;
Æ the portfolio is run with a net cash
position and as a result there is ample
liquidity on a day-to-day basis for the
Company to meet its obligations;
Æ the expenses of the Company are
predictable and modest in comparison
with the assets and there are no capital
commitments foreseen which would alter
that position; and
Æ the Company has no employees, only its
non-executive Directors. Consequently,
it does not have redundancy or other
employment related liabilities or
responsibilities.
As well as considering the potential impact
of the Company’s principal risks and various
downside scenarios, such as a withdrawal
of shareholder interest in the niche asset
class of UK smaller companies, the Board has
also considered the following assumptions
in considering the Company’s longer-term
viability:
Æ there will continue to be demand for
investment trusts;
Æ the Board and the Investment Manager
will continue to adopt a long-term view
when making investments;
Æ the Company invests principally in the
securities of UK listed companies to
which investors will wish to continue to
have exposure;
Æ regulation will not increase to a level
that makes running the Company
uneconomical; and
Æ the performance of the Company will
continue to be satisfactory.
Going Concern
The Directors consider the Company to be well
placed to operate for at least twelve months
from the date of this report, as the Company
has sufficient cash liquidity to pay its liabilities
as and when they fall due and also to invest in
new opportunities as they arise. The cash and
publicly tradeable investments when compared
to the non-discretionary cash outflows of
the Company are more than sufficient to
allow the Company to continue to meet these
commitments, even if investee companies
cease to be able to pay dividends or loan stock
interest. This has been further discussed in
Note 1 to the Financial Statements.
Section 172 Statement
Section 172 of the Companies Act 2006 (the
‘Act’) requires Directors to act in good faith and
in a way that is the most likely to promote the
success of the Company. In doing so, Directors
must take into consideration the interests
of the Company’s various stakeholders, the
impact on the wider community and the
environment when making decisions.
The Company has no employees and delegates
its day-to-day management and administration
to third parties. The Board considers its
key stakeholders to be its shareholders,
its Investment Manager and its third-party
service providers while also taking into
account the Company’s responsibilities to
regulators and the wider community. Given
the out-sourced nature of the Company’s
operations, the Company has very little direct
impact on the community or the environment.
However, the Directors recognise that
the Investment Manager can influence an
investee company’s approach to ESG matters.
The Investment Manager is committed
to operating responsibly. The Investment
Manager also recognises that the integration
of ESG considerations into its investment
assessments is important and that when these
factors are addressed well they can have a
positive impact on the financial performance
of the fund investments.
The Investment Manager assesses ESG
factors during due diligence and incorporates
conclusions into its engagement, strategic
and operational plan, investment thesis and
investment risk assessment. They continue to
monitor factors post-investment and engage
when appropriate. The Investment Manager
expects companies to be minimising their
environmental footprint, without damaging
the outlook for cash earnings and will engage
where necessary to address lack of active
attention in this area. The Investment Manager
believes successful companies incorporate
the interests of multiple stakeholders into
their business operations and their strategy
for maximising shareholder value. The
governance factor is most important to our
manager and investment strategy, enabling
effective approaches to environmental and
social factors. The manager actively engages
with companies as an integrated part of their
philosophy and process. This is often including
through Board representation, which helps
ensure corporate governance is structured
appropriately, ‘groupthink’ is avoided and
the Board is working effectively to deliver
shareholder value.
Stakeholder Engagement
The following provides specifics on how the
Board evaluates the needs and priorities of the
Company’s stakeholders and how these are
taken into account in all of its conversations
and decision-making processes. All
discussions includes a thorough analysis of the
decisions’ long-term effects and stakeholders’
implications.
Overview Governance
Financial
Statements
Other
Information
15Rockwood Strategic Plc
Stakeholder
group
Importance of
engagement Key methods of engagement Topics of engagement Outcome and actions
Shareholders
Shareholders remain central to
the Company’s ability to access
capital to support its strategic
objectives and goals and in
ensuring the long-term success
of the business.
The Board is committed to
ensuring that there is open and
effective communication with
the Company’s shareholders on
a range of matters including:
governance, strategy and
performance against the
Company’s investment
objective and policy to ensure
that the Directors understand
the views of shareholders on
such matters.
The Company communicates with
its shareholders in a number of ways
including:
Æ Through its annual and half-
yearly reports
Æ Regulatory announcements
Æ Website – the website
provides all existing and
potential shareholders
with information about the
Company, its investment
policy and performance to
allow shareholders to fully
understand the risk/reward
balance of holding shares in the
Company
Æ Informal meetings: the
Chairman meets with the
Company’s major shareholders
annually if they wish to do so to
discuss matters of governance,
strategy and performance
against the Company’s
investment objective and policy
Æ Annual General Meeting:
this provides a further
opportunity to communicate
with shareholders who attend
and for the Board to respond
to their questions at the
meeting. All shareholders are
encouraged to attend and vote
at the Company’s AGM, to be
held on 29 July 2025 at 11.30am.
During the period the Board issued
a Prospectus and held a General
Meeting to seek permission to
increase the number of shares
issued.
Over 98% of the votes
cast were in favour of
the resolutions put to
the General Meeting.
Issuance confirmed
through the Block
Listing facility.
Investment
Manager
The Board has contractually
delegated the management
of the portfolio to the
Investment Manager (Harwood
Capital). The performance of
Harwood Capital is crucial
to the Company executing
its investment strategy
successfully and providing
attractive returns to
shareholders.
Therefore, maintaining a close
and constructive working
relationship with Harwood
Private LLP remains important
to the Board and the long-term
success of the Company.
The Board regularly engages
with the Investment Manager
and meets with the Investment
Manager on a quarterly basis and
other times throughout the year
enabling the Directors to discuss
the performance of the investee
companies (amongst other matters)
and probe further should there be
matters of concern or requirement
for clarification on certain matters.
The performance of the Investment
Manager is monitored and
reviewed by the Board as a whole
in the absence of a management
and engagement Committee. In
addition, an annual appraisal of the
Investment Manager’s performance
is undertaken as part of the Board
evaluation process. It is the opinion
of the Board that the continuing
appointment of the Investment
Manager is in the interests of
shareholders as a whole.
Full annual review of all aspects of
the Investment Manager agreement
and suitability of Manager.
Harwood Private LLP provided
a quarterly reports to the Board
which provides an update on the
investment portfolio and future
pipeline opportunities.
The Board will review
key investments and
provide feedback.
16 Rockwood Strategic Plc
Stakeholder
group
Importance of
engagement Key methods of engagement Topics of engagement Outcome and actions
Service
providers and
suppliers
As an externally managed
investment Company, RKW
relies on a diverse range
of advisors to support the
Company in meeting all its
relevant obligations including:
the Company Secretary,
administrator, auditors,
registrar, depositary and
corporate advisor.
The Board maintains regular contact
with its key external providers and
receives regular reporting from
them, both through the Board and
Committee meetings, as well as
outside of the regular meeting cycle.
The Board assesses the
performance, fees and continuing
appointment of its service providers
and suppliers annually to ensure that
the key service providers continue
to function at an acceptable level
and are appropriately remunerated
to deliver the expected level of
service.
During the year after a
comprehensive tender process,
carried out by the Investment
Manager and the Audit Committee,
MHA replaced BDO as auditor to the
Company.
The Investment
Manager on behalf of
the Board continues to
manage and monitor
all service providers.
Regulators
RKW can only operate with
the approval of its regulators
who have a legitimate interest
in how the Company operates
in the market and treats its
shareholders.
The Company continues to monitor
and ensure its compliance with
the relevant regulatory, legal and
statutory obligations along with
corporate governance best practice.
The Board has carried out a review
of compliance with the new AIC
Code of Governance to assess the
extent of its compliance and identify
any gaps for future reporting.
Regular updates are received
from the Company Secretary on
governance matters to inform the
Board of any changes in market
practice or any legal or statutory
obligations which could affect the
Company.
The Company Secretary will
continue to review and monitor the
Company’s compliance with the
new AIC Code of Governance that
will come into effect for the next
following accounting period of the
Company.
No specific action
required
Risk Matrix:
A risk matrix helps to monitor the risks which have been identified and the controls in place to mitigate those risks. The risks are assessed on the
basis of the likelihood of them happening, the impact on the business if they were to occur and the effectiveness of the controls in place to mitigate
them. This risk register is reviewed by the Audit Committee regularly at every meeting.
Most of the day-to-day management functions of the Company are sub-contracted, and the Directors therefore obtain regular assurances and
information from key third-party suppliers regarding the internal systems and controls operating in their organisations. In addition, each of the third
parties is requested to provide a copy of its report on internal controls each year, which is reviewed by the AuditCommittee.
Strategic Report (continued)
Overview Governance
Financial
Statements
Other
Information
17Rockwood Strategic Plc
Risk Management Matrix
Principal Risk and Uncertainties Key Mitigation
Investment performance is not comparable to the expectations
ofinvestors
Consistently poor performance could lead to a fall in the share price
and a widening of the discount. The success of the Company depends
on the Portfolio Manager’s ability to identify, acquire and realise
investments in accordance with the Company’s investment policy.
This, in turn, depends on the ability of the Portfolio Manager to apply its
investment processes and identify suitable investments.
The Board reviews and discusses the Company’s performance against
its investment objective and policy, and assesses performance in
comparison to industry peers and the broader comparative marker.
The Board also keeps the performance of the Portfolio Manager under
continual review, along with a review of significant stock decisions and
the overall rationale for holding the current portfolio. In addition, the
Management Engagement Committee/conducts an annual appraisal of
the Portfolio Manager.
Share price performance
The market price of the Company’s shares, like shares in all investment
companies, may fluctuate independently of the NAV and therefore may
not reflect the underlying NAV of the shares. The shares could trade at
a discount or premium to NAV at different times, depending on factors
such as market conditions, investors’ perceptions of the merits of the
Company’s objective and investment policy, supply and demand for the
shares and the extent investors value the activities of the Company and/
or the Portfolio Manager.
The Board monitors the relationship between the share price and
the NAV, including regular review of the level of discount relative to
that of companies in the sector. The Company has taken powers to
re-purchase shares and will consider doing so to reduce the volatility of
any share price discount. The Company has also taken powers to issue
shares (only at a premium to NAV) to provide liquidity to the market to
meet investor demand by way of issue of further shares.
No share buybacks were undertaken during the year. The Company
issued a total of 7,628,573 new shares through tap issuances during the
year to 31 March 2025.
The Board and the portfolio management team all own shares in the
Company, by way of aligning their own interests with those of all other
shareholders.
Portfolio Manager – loss of personnel or reputation
The identification and selection of investment opportunities and the
management of the day-to-day activities of the Company depends on
the diligence, skill, judgement and business contacts of the Portfolio
Manager’s investment professionals and the information and deal
flow they generate during the normal course of their activities. The
Company’s future success depends on the continuing ability of these
individuals to provide services and the Portfolio Manager’s ability
to strategically recruit, retain and motivate new talented personnel
as required. The departure of some or all of the Portfolio Manager’s
investment professionals could prevent the Company from achieving its
investment objective and give rise to a significant public perception risk
regarding the potential performance of the Company.
The Board maintains a good level of communication and has a good
relationship with the Portfolio Manager, and regularly reviews the
Portfolio Manager’s performance at Board meetings. The Portfolio
Manager’s Compliance Officer also reports to the Board regularly and
the Portfolio Manager would report to the Board immediately in the
event of any change in key personnel.
Harwood Capital LLP as Portfolio Manager has appointed an investment
team consisting of Richard Staveley and Nicholas Mills, both of whom
are very experienced in managing the portfolio in accordance with the
Company’s principles and investment strategy.
On 31 March 2025, Harwood Private LLP had novated its appointment
as the Company’s Investment Manager and alternative investment fund
manager (“AIFM”) to Rockwood Asset Management (a Trading name of
Harwood Private Capital LLP).
Material changes within the Portfolio Manager’s organisation
Material changes could occur within the Portfolio Manager’s
organisation or its affiliates which are to the detriment of the
Company’s standing in respect of its competitors and its profitability.
The Portfolio Manager has advance notice of any material changes
within its organisation and would report to the Board immediately in
the event of any such changes, including within its organisation and
affiliates or to its key personnel.
18 Rockwood Strategic Plc
Reliance on the performance of third party service providers
The Company has no employees and the Directors have been appointed
on a non-executive basis. The Company is reliant upon the performance
of third party service providers for its executive function. Failure by
any service provider to carry out its obligations to the Company in
accordance with the terms of its appointment could have a material
adverse effect on the operation of the Company.
The Board has appointed third party service providers with relevant
experience. Each third party service provider is monitored by the Board
and their roles are evaluated at least annually by the Audit Committee.
UK Regulatory Risk
The regulatory environment in which the Company operates changes
materially, affecting the Company’s modus operandi.
The Board monitors regulatory changes with the assistance of the
Company Secretary and external professional advisers to ensure the at
the Board is aware of any likely changes in the regulatory environment
and will be able to adapt as required.
UK Legal Risk
The Company and/or the Directors fail to comply with legal
requirements in relation to FCA dealing rules and procedures, the
AIFMD, the Listing Rules, the Companies Act 2006, relevant accounting
standards, the Bribery Act 2010, the Criminal Finances Act 2017, GDPR,
tax regulations or any other applicable regulations.
The Board monitors regulatory change with the assistance of its
external professional advisers to ensure compliance with applicable
laws and regulations including the Companies Act 2006, the AIFM
Rules, the Corporation Tax Act 2010 (“Section 1158”), the Market Abuse
Regulation (“MAR”), the Disclosure Guidance and Transparency Rules
(“DTRs”) and the FCA’s Listing Rules.
The Board reviews compliance reports and internal control reports
provided by its service providers, as well as the Company’s Financial
Statements and revenue forecasts
Governance Risk
Poor adherence to corporate governance best practice or errors or
irregularities in published information could lead to censure and/or
result in reputational damage to the Company.
The Board reviews all information supplied to shareholders.
Details of the Company’s compliance with corporate governance best
practice, including information on relationships with shareholders, are
set out in the Corporate Governance Report in the Annual Report.
ESG and Climate Change Risk
Risks related to the environment, social issues and governance (ESG)
such as the impact of climate change or bad governance of portfolio
companies could have an adverse impact on the portfolio companies’
operational performance.
The Board challenges the Investment Manager on ESG matters to
ensure that the portfolio companies are acting in accordance with the
Board’s ESG approach.
The Portfolio Manager supports the UK Stewardship Code and actively
engages with portfolio companies on ESG matters including climate
change, where appropriate.
Furthermore, the Board has consideration to hold some of its meetings,
when possible, not in person but via video conference, to save on travel
and reduce the Directors’ carbon footprints on behalf of the Company.
Noel Lamb
Chairman RKW
17 June 2025
Strategic Report (continued)
Overview Governance
Financial
Statements
Other
Information
19Rockwood Strategic Plc
Corporate Governance
Report
AIC Code Statement of Compliance
The Company maintained its compliance with
the AIC Code of Corporate Governance issued
in February 2019 (the AIC Code), except as set
out below:
Æ The Directors do not consider it
appropriate to establish a nomination,
remuneration or a management and
engagement Committee. The functions
that carried out by these Committees
are dealt with by the full Board, which is
comprised of non-executive Directors.
Æ As the Company has no employees and its
functions are undertaken by third parties,
the Audit Committee does not consider it
necessary for the Company to establish its
own internal audit function. From time to
time, the Audit Committee will review the
requirement of an internal audit function
and material controls, and if established,
will carry out effectiveness reviews as
required under AIC Provision 34.
Æ The Board will review on an annual basis
the Company’s application of the AIC Code
of Corporate Governance and whether it
remains applicable for a company of this
size.
The AIC Code is made up of 17 principles and 35
provisions over five sections covering:
1. Board Leadership and Purpose;
2. Division of Responsibilities;
3. Composition, Succession and Evaluation;
4. Audit, Risk and Internal Control; and
5. Remuneration.
Details of how the Company has complied
with the principles and provisions of the AIC
Code are set out its Corporate Governance
Statement which can be found on the
Company’s website.
The AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation
of how the AIC Code adapts the Principles and
Provisions set out in the UK Code to make them
relevant for investment companies.
The Board of Directors
The Board is responsible for the effective
oversight and long-term sustainable success
of the Company, generating value for
shareholders and controlling of all aspects of
the Company’s affairs, notwithstanding any
delegation of responsibilities to third parties.
The Board oversees the role of the Investment
Manager who are seeking to grow net asset
value over the long-term by executing on the
agreed investment policy.
The Board consists of three independent
non-executive Directors, all whom are
independent of the Investment Manager. No
one individual dominates the Board’s decision
making. The Board have an Investment
Manager Agreement in place and this
agreement is reviewed annually.
The Board considers the required time
commitment annually and during the year
under review all Directors continued to devote
sufficient amount of time to the business of
RKW. The Directors possess a wide range of
skills, knowledge and experience relevant
to the leadership of the Company, including
financial, legal, and regulatory and industry
experience as well as the ability to provide
constructive challenge to the views and
assumptions of the Investment Manager and
hold third-party service providers to account.
All members of the Board own shares in the
Company. Further detail on each of their
shareholding can be found on page 24. After
consideration of the above factors, and taking
into account guidance from the AIC, which
encourages Directors owning shares, the
Board is of the view that all the Non-Executive
Directors continue to be independent in
character and judgement and free from
relationships or circumstances that could
affect their judgement within the meaning
of the AIC Code. The Board considers that all
Directors continue to be committed to their
roles and have sufficient time available to meet
their Board responsibilities.
Ken Lever is the Senior Independent Director of
the Company. He provides a sounding Board for
the Chairman and serves as an intermediary for
the other Directors and shareholders. Mr Lever
also provides a channel for any shareholder
concerns regarding the Chairman and will
take the lead in the annual evaluation of the
Chairman by the other independent Directors.
The names and responsibilities of the
Directors, together with their biographies and
details of their significant commitments, are
set out on page 3.
Board and Committee meetings
The Board holds quarterly Board meetings (with
additional meetings arranged as necessary)
where it considers investment performance,
investor relations, share price performance and
other relevant matters. Regular discussions are
held with the manager and its advisers about
the discount to NAV at which the shares trade
and how this might be reduced.
The Company Secretary and Investment
Manager regularly provide the Board with
relevant statutory, regulatory and corporate
governance updates relating to the sector
in which the Company operates. At each
Board meeting, representatives from the
Investment Manager attend to present verbal
and written reports covering the Company’s
portfolio and investment performance over
the period. Communication between the
Board and the Investment Manager and other
service providers is maintained between
formalmeetings.
20 Rockwood Strategic Plc
The Board reviews annually the performance,
services and the terms of its engagement
with all the Company’s third-party providers
to ensure they continue to be competitive and
effective. Strategy sessions are held annually,
and the Board may meet from time to time
without the Investment Manager present, when
considering the manager’s performance, fees
and contractual arrangements.
The Board has delegated certain
responsibilities to its Audit Committee
so that it can operate efficiently and give
an appropriate level of attention and
consideration to relevant matters. Given
the size of the Board, the Directors do
not consider it appropriate to establish a
nomination, remuneration or a management
and engagement Committee. The functions
that would normally be carried out the most
appropriate experience would step in to
perform the role on an interim basis until a
longer-term solution is identified.
The Board and its Audit Committee are
supported by the Company Secretary who
ensures that appropriate policies and
procedures are in place in order for the Board
to function effectively and efficiently. A formal
agenda is produced for each meeting and
papers are distributed several days before
meetings take place allowing all Board members
to contribute even if they are unable to attend.
The Directors have access to the advice
and services of the Company Secretary
and individual Directors are able to take
independent legal and financial advice at the
Company’s expense when necessary to support
the performance of their duties as Directors.
During the year, the Chairman met regularly
with the Non-Executive Directors without the
manager present.
The table below sets out the attendance record
of individual Directors at the scheduled Board
and Committee meetings held during the year
ended 31 March 2025:
Current
Directors
Scheduled
Board
Meetings
Scheduled
Audit
Committee
Meetings
Number
attended
Number
attended
Noel Lamb* 5/5 n/a
Kenneth Lever 4/5 2/2
Paul Dudley 5/5 2/2
* not a member of the Audit Committee
Conflicts of interest
The Company has effective procedures in place
to monitor and deal with conflicts of interest.
A register has been set up to record all actual
and potential conflict situations which have
been declared. All declared conflicts have been
approved by the Board. The Board is aware of
the other commitments and interests of its
Directors, and changes to these commitments
and interests are reported to and, where
appropriate, agreed with the rest of the Board.
Directors’ appointment and re-election
All Non-Executive Directors are appointed on
the basis of letters of appointments which
provide for a maximum of three months’ notice
of termination by the Director or the Company.
The letters of appointment are available for
inspection at each AGM.
The Board remains committed to uphold
the principles set out in the AIC Code. We
recognise the recommendation under Principle
13 that Board members should generally serve
no more than nine years to ensure ongoing
independence and refreshment of the Board.
However, we also understand the need for
flexibility in certain circumstances to align
with the best interests of the Company and
its shareholders. In cases where a Director’s
continued service is deemed highly beneficial,
the Board will carefully assess their ongoing
independence, expertise, and contributions.
Kenneth Lever is the only director to have
served before the restructuring of the fund,
the appointment of Harwood as investment
manager and the listing on the main market.
His knowledge of the history of the fund
is invaluable and he has been asked to
extend his tenure by two years. During this
time the Board will establish a pathway for
successionplanning.
The appointment of any new Director is made
on the basis of assessing the candidate’s merits
and measuring his or her skills and experience
against the criteria identified by the Board.
Whilst the Board has not put in place a policy
on diversity, the Board fully endorses the AIC
Code principle to promote diversity of gender,
social and ethnic backgrounds on the Board
and would always consider this when making
any new Director appointments. The Board is
currently made up of three male Directors and
there are no other employees in the Company.
The Board recognises the importance of
succession planning to refresh the Board and
the AIC provisions relating to this. Succession
plans are under review to address and review
the Board’s policy on tenure. Succession
planning also features as an ongoing agenda
item at Board meetings, it is envisaged that
should a Board member be unable to fulfil their
duties for a period of time, one of the other
Directors with the most appropriate experience
would step in to perform the role on an interim
basis until a longer-term solution is identified.
Corporate Governance Report (continued)
Overview Governance
Financial
Statements
Other
Information
21Rockwood Strategic Plc
The Company considers annual re-election of
the Directors to be good corporate governance
and has therefore chosen to follow this
practice. The Directors have considered the
performance of each Director serving on the
Board, including the Chairman, and believe
that each of the Directors continues to make a
valuable contribution to Board discussions and
decisions and supports their re-election at the
2025 AGM.
Board evaluation
The Board has formalised a process to conduct
a regular evaluation of its performance and that
of individual Directors and its Audit Committee
on an annual basis. This process is led by
the Chairman (supported by the Company
Secretary) and is conducted internally using
a questionnaire designed to assess the
strengths and weaknesses of the Board
and its Committees, the composition of the
Board, how effectively Board members work
together. Each Director is required to complete
a questionnaire covering the assessment of
the composition, functioning and operation
of the Board as a whole and a similar review
of the effectiveness of the Audit Committee
and Investment Manager is also carried out.
The Board did not consider it necessary to
undertake a board evaluation review during the
current year given that the last formal process
was carried out during the year ended 31 March
2024 which involved the circulation of a Board
Evaluation questionnaire which is tailored to
suit the nature of the Company. The results
were discussed between the Chairman and
each of the Directors.
The Chairman remains satisfied that the
structure and operation of the Board continues
to be effective and relevant and that there is
a satisfactory mix of skills, experience and
knowledge of the Company. The Board had
considered the position of all the Directors
including the Chairman and believes that it
would be in the Company’s best interests to
propose them for re-election.
The Board does not consider it necessary at
present to employ the services or to incur the
additional expense of an external third-party to
conduct the evaluation process but will keep
this under review.
Internal controls and risk management
systems
The Board is overall responsible for overseeing
the Company’s system of internal controls
ensuring that appropriate procedures are
in place to manage risks. The company
has no employees and outsources all of its
operational functions, including but not
limited, to investment management, fund
administration and custodian services. The
Board through its Audit Committee conducts
an annual review of internal governance,
systems and controls employed by its services
providers which is prepared by the compliance
officer at Harwood. The review assesses the
effectiveness of each outsourced functions
risk management framework and ensures that
the Company’s operational risk is managed
appropriately. These reviews also cover areas
such as the safeguarding of assets, regulatory
compliance and the accuracy of the financial
reporting process. The Board remains
satisfied that the outsourced functions are
being performed to a high standard and that
effective risk management and internal control
procedures are in place to protect the interests
of shareholders.
The Company’s Ordinary Shares are quoted on
the Main Market of the London Stock Exchange
under reference RKW.
UK Stewardship
The Board and the Investment Manager
support the UK Stewardship Code, issued
by the FRC, which sets out the principles of
effective stewardship by institutional investors.
The Investment Manager has had extensive
experience and a strong commitment to
effective stewardship.
Fund Manager Remuneration
Article 22 (2) (e) & (f) of Alternative Investment
Fund Managers Directive requires the
disclosure of fixed and variable remuneration
paid by the Alternative Investment Fund
Managers (“AIFM”) to senior management and
members of staff of the AIFM whose actions
have a material impact on the risk profile of
the Alternative Investment Fund. The AIFM
consider the actions of only one member, of
senior management, to have a material impact
on the risk profile of the Company. Therefore,
the Directors do not consider it appropriate to
make this disclosure.
Ben Harber
Company Secretary
17 June 2025
22 Rockwood Strategic Plc
Audit Committee
Report
The Audit Committee is chaired by Ken
Lever, the Senior Independent Director. The
other member is Paul Dudley. Ken Lever is a
Chartered Accountant and is also the Audit
Committee Chair of Vertu Motors plc. The
Chair is considered to have recent and relevant
financial experience and the Audit Committee,
as a whole, has competence in the investment
company sector. The Chair of Rockwood
Strategic plc and the Investment Manager are
not members of the Committee but are invited
to attend meetings of the Committee from
time to time. Representatives of the Company’s
auditor attend the Committee meetings
at which the draft half year and full year
accounts are reviewed. The Auditor is given
the opportunity to speak to the Committee
members without the presence of the manager
and speaks directly with the Chair of the Audit
Committee as required.
The Audit Committee operates within a
scope and remit defined by specific terms
of reference determined by the Board. The
Committee meets twice a year to review and
discuss the Company’s half-year and full year
accounts.
The principal areas of focus of the Committee
are:
Æ Monitor the integrity of the Financial
Statements of the Company and any formal
announcements relating to the Company’s
financial performance;
Æ Review the significant issues/judgements
relating to the Financial Statements, and
how these issues were addressed;
Æ Ensure that the Company has followed
appropriate accounting standards
and made appropriate estimates and
judgements, taking into account the views
of the external auditor;
Æ Review and make recommendations to
the Board relating to the content of the
Financial Statements and accompanying
narrative included within the Annual
Report;
Æ Review and assess the independence,
objectivity and effectiveness of
the external audit process and the
approach taken to the appointment or
reappointment of the independent auditor;
Æ Approve the remuneration of the
independent auditors; and
Æ Monitor and review the effectiveness of
the Company’s internal financial controls,
internal control and risk management
systems.
Principal activities during the year
Æ Considered the independent auditor’s
annual scope and report on the full year
accounts and the key areas of focus;
Æ Reviewed the full year and half-year results,
including the underlying accounting
issues, judgements and estimates and the
processes underpinning the preparation of
those documents;
Æ Considered the report prepared by
third-party service providers with
respect to the review of internal controls,
accounting systems and processes used to
prepare the financial information;
Æ Reviewed the information presented in the
half-year and full year reports to assess
whether, taken as a whole, the reports
are fair, balanced and understandable
and the information presented enable the
shareholders to assess the Company’s
performance and strategy;
Æ Reviewed and recommended the
appointment of MacIntyre Hudson LLP
(trading as MHA) as the external auditor
(succeeding BDO LLP) for the Company
and agreed the remuneration of the
Auditor; and
Æ Reviewed the need to establish or
otherwise an internal audit function.
Æ The Audit Committee reviewed the audited
controls reports for the key service
providers, including the Custodian, Fund
Administrator, and Share Registrar with
no significant exceptions noted. The Audit
Committee also reviewed the investment
manager’s Statement of Internal Control
and Governance Report and noted that
there were no exceptions in the year, and
no significant changes from the processes
and controls in place during the year.
Independent Auditor
The Company announced that MHA, previously
trading as MacIntyre Hudson LLP (“MHA”) was
appointed as the Company’s auditor and would
conduct the audit of the Financial Statements
for the year ending 31March 2025. Following
year end, in response to regulatory changes,
MacIntyre Hudson LLP ceased to hold an audit
registration, with the engagement transitioning
to MHA Audit Services LLP.
MHA succeed BDO as the Company’s auditor,
and BDO confirmed to the Company that there
were no matters connected with it ceasing to
hold office that needed to be brought to the
attention of the members or creditors of the
Company for the purposes of section 519 of the
Companies Act 2006.
The Auditor is required to rotate the audit
partner every five years and the current audit
partner is Jason Mitchell. As it is his first audit,
it is therefore anticipated that Jason Mitchell
will serve as audit partner until completion of
the audit process for 2030. The Committee
will review the continuing appointment
of the Auditor on an annual basis and give
regular consideration to the Auditor’s fees
and independence, along with matters raised
during each audit.
The breakdown of fees between audit and
non-audit services paid to MHA during the
financial year is set out in note 4 of the
Financial Statements.
Ken Lever
Chair, Audit Committee
17 June 2025
Overview Governance
Financial
Statements
Other
Information
23Rockwood Strategic Plc
Directors’ Remuneration
Report
The report on Directors’ remuneration for the year ended 31 March 2025 is set out in the table below. As mentioned previously, the full Board
undertake the role of the Remuneration Committee given the size of the Board.
The fees paid to the Board are reviewed periodically and may also be reviewed when new non-executive Directors are recruited to the Board. The
Directors’ fees were last reviewed and increased in December 2024 with moderate fee increases effective from 1 January 2025. The Directors
Remuneration Policy can be found on page 25.
A resolution to adopt the Director’s Remuneration Report will be proposed at the Annual General Meeting.
The fees payable and the percentage change over the past five financial years in respect of each of the current Directors are as follows:
Directors’ remuneration table (audited)
2025
Fees
2025
% changes
2024
Fees
2024
% changes
2023
Fees
2023
% changes
2022
Fees
2022
% changes
2021
Fees
2021
% changes
2020
Fees
Noel Lamb 48,500 9 44,328 11 40,000 – 40,000 – – – –
Kenneth Lever 30,875 7 28,814 5 27,500 – 27,500 – 27,500 7 25,624
Paul Dudley 30,375 5 28,814 80 16,042 – – – – – –
The fees payable over the five financial years in respect of each of the Directors who served during those financial years are as follows:
31 March
2025
(£)
31 March
2024
(£)
31 March
2023
(£)
31 March
2022
(£)
31 March
2021
(£)
31 March
2020
(£)
Noel Lamb 48,500 44,328 40,000 40,000 – –
Kenneth Lever 30,875 28,814 27,500 27,500 27,500 25,624
Paul Dudley 30,375 28,814 16,042 – – –
Graham Bird – – 11,458 22,300 – –
David Potter – – – 24,400 55,000 51,250
Charles Berry – – – 25,900 27,500 25,624
Helen Sinclair – – – 41,300 27,500 25,624
Simon Pyper – – – 27,500 – –
Total annual fees
payable as at the
Year End 109,750 101,956 95,000 208,900 137,500 128,122
24 Rockwood Strategic Plc
Directors’ Remuneration Report (continued)
The total aggregate annual fees cap payable
to Directors under the Company’s Articles of
Association (Articles) is £250,000. As per the
Company’s Articles, the Directors are entitled
to be paid all reasonable expenses properly
incurred in the performance of their duties as
Directors including their expenses travelling to
and from Board and Committee meetings.
As the Board is solely composed of
Independent Non-Executive Directors, the
consideration of their remuneration does not
involve any variable or performance-related
bonuses, or other benefits such as pensions.
The level of remuneration has been set in order
to attract individuals of a calibre appropriate
to the future development of the Company and
reflects the duties and responsibilities of the
Directors and the value and amount of time
committed to the Company’s affairs.
The Directors are aware of the requirement
to provide shareholders and other interested
parties with an analysis of Directors’
Remuneration against the remuneration
of employees or the amount of distribution
to shareholders. However, the Company
has no employees. The Company is not
recommending a dividend in respect of the
year ended 31 March 2025.
The Directors serving during the year-ended
31 March 2025 had the following interests in the
share capital of the Company:
Five year performance record
The following graph provides the performance
of the fund over a 5 year period.
Directors and their interests
As at
17 June
2025
As at
31 March
2025
As at
31 March
2024
Noel Lamb 30,000 30,000 30,000
Kenneth Lever 35,550 35,550 35,550
Paul Dudley 25,000 25,000 15,210
Relative importance of spend on
Directors’ fees
The below table is required to be included in
accordance with The Large and Medium-Sized
Companies and Groups (Accounts and Reports)
Regulations 2008.
31 March
2025
(£)
31 March
2024
(£)
Total
Directors’
fees £109,750 £101,956
NAV £96,576,377 £64,260,839
The Directors’ fees as a percentage of NAV for
the year to 31 March 2025 were 0.114% and for
the year to 31 March 2024 were 0.159%.
Noel Lamb
17 June 2025
50
100
150
200
300
250
2020 2021 2022 2023 2024
0
2025
Overview Governance
Financial
Statements
Other
Information
25Rockwood Strategic Plc
Directors’ Remuneration
Policy
The Remuneration Policy (the “Policy”) was
initially approved by shareholders at the
2023 Annual General Meeting (“AGM”) of the
Company. The Remuneration Committee is not
proposing to make any major changes to the
existing Policy however in line with industry
best practice and the three-year Policy cycle
the Company will be seeking shareholder
approval at the 2026 AGM. The effective date
of this Policy is the date on which the Policy is
approved by shareholders.
The Company follows the recommendation
of the AIC Code that non-executive Directors’
remuneration should reflect the time
commitment and responsibilities of the role.
The Board’s policy is that the remuneration
of non-executive Directors should reflect the
experience of the Board as a whole, and be
determined with reference to comparable
organisations and appointments. All Directors
are non-executive, appointed under the
terms of letters of appointment. There are no
service contracts in place. The Company has
no employees. The fees for the non-executive
Directors are determined within the limits
(not to exceed £250,000 per annum) set out in
the Company’s Articles of Association, or any
greater sum that may be determined by special
resolution of the Company. Directors are not
eligible for bonuses, share options, long-term
incentive schemes or other performance-
related benefits as the Board does not believe
that this is appropriate for non-executive
Directors. There are no pension arrangements
or retirement benefits in place for the Directors
of the Company. Under the Company’s Articles
of Association, if any Director is called upon
to perform or render any special duties or
services outside their ordinary duties as a
Director, they may be paid such reasonable
additional remuneration as the Board, or any
Committee authorised by the Board, may from
time to time determine. The Directors are
entitled to be repaid all reasonable travelling,
hotel and other expenses properly incurred
by them in or about the performance of their
duties as Director, including any expenses
incurred in attending meetings of the Board
or any Committee of the Board or general
meetings of the Company. Directors’ and
Officers’ liability insurance cover is maintained
by the Company on behalf of theDirectors.
Fees are reviewed annually in accordance with
the above policy. The fee for any new Director
appointed to the Board will be determined on
the same basis. The Company is committed
to ongoing shareholder dialogue and any
views expressed by shareholders on the fees
being paid to Directors would be taken into
consideration by the Board when reviewing
the Directors’ remuneration policy and in the
annual review of Directors’ fees. Compensation
will not be made upon early termination of
appointment. The Directors’ Remuneration
Report was approved by the Board and signed
on its behalf by:
Component Role
Rate as at
31 March 2025 Purpose of Remuneration
Annual Fee Chairman £50,000 Commitment as Chairman
Annual Fee
Chairman of the
Audit Committee £33,500
Commitment as Audit
Committee Chairman
Annual Fee
Independent Non-
Executive Director £31,500
Commitment as
Non-Executive Director
Additional Fee All Directors N/A
For extra or special services
performed in their role as a
Director
Expenses All Directors N/A
Reimbursement of expenses
incurred in the performance
of duties as a Director
Noel Lamb
Chairman
17 June 2025
26 Rockwood Strategic Plc
Directors’ Report
The Directors present their Annual Report
and the audited Financial Statements for the
year-ended 31 March 2025.
Activities
Rockwood Strategic plc (the Company) is
a Main Market listed investment company
invested in a focused portfolio of smaller UK
public companies. The strategy identifies
undervalued shares, where the potential exists
to improve returns and where the Company is
benefitting, or will benefit, from operational,
strategic or management changes. These
unlock, create or realise shareholder value
forinvestors.
The Company has no employees but has a
Board consisting of three non-executive
Directors.
Directors
The Directors in office at the date of this
Annual Report are shown on page 3.
Substantial shareholdings
As at 28 May 2025, the Company has been notified of the following substantial interests
representing 2% or more of its total voting rights:
Shareholder
% of total
voting rights
Harwood Capital (London) 21.01
Interactive Investor (Manchester) 11.37
Hargreaves Lansdown Asset Mgt (Bristol) 11.06
AJ Bell Securities (Tunbridge Wells) 5.20
Charles Stanley (London) 4.66
James Sharp & Co (Bolton) 3.16
Unicorn Asset Mgt (London) 2.51
Trinity Bridge (London) 2.03
Dividend
The Company is not recommending a dividend
for the year ended 31 March 2025 (2024: 0.6p)
Global Greenhouse Gas Emissions for the Year
ended 31 March 2025
The Company is an investment trust, with
neither employees nor premises, nor has it
any financial or operational control of the
assets which it owns. It has no greenhouse
gas emissions to report from its operations
nor does it have responsibility for any other
emissions producing sources under the
Companies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013, including
those within the Company’s underlying
investment portfolio.
Consequently, the Company consumed less
than 40,000 kWh of energy during the year
in respect of which the Directors’ Report is
prepared and therefore is exempt from the
disclosures required under the Streamlined
Energy and Carbon Reportingcriteria.
Political Donations
The Company has not made any political
donations in the past, nor does it intend to do so
in the future.
Qualifying Indemnity Provision
The Company has maintained Directors’ and
Officers’ Liability Insurance on behalf of the
Directors, through a policy arranged by the
manager, indemnifying the Directors in respect
of certain liabilities which may be incurred
by them in connection with the activities of
theCompany.
Acquisition of Own Shares
There was no acquisition of own shares during
the year.
Share capital
As at 31 March 2025, the Company’s issued
share capital was 38,817,663 Ordinary Shares
of 5 pence each, of which none were held
intreasury.
Financial risk management
The principal risks and uncertainties regarding
the Company’s future financial performance are
set out in note 13 of the Financial Statements.
The Directors do not consider that the Company
faces any significant credit risk, liquidity risk or
cash flow risk.
Going Concern
The Directors consider the Company to be well
placed to operate for at least twelve months
(17June 2026) from the date of this report, as
the Company has sufficient cash liquidity to
pay its liabilities as and when they fall due and
also to invest in new opportunities as they arise.
The cash and publicly tradeable investments
when compared to the non-discretionary
cash outflows of the Company are more
than sufficient to allow the Company to
continue to meet these commitments, even
if investee companies cease to be able to
pay dividends or loan stock interest. This
has been further discussed in Note 1 to the
FinancialStatements.
Overview Governance
Financial
Statements
Other
Information
27Rockwood Strategic Plc
Share price
In the year, the share price reached a maximum
of 264.9p (1 decimal place) and a minimum of
206.2p (1 decimal place). The closing share
price on 31 March 2025 was 248.7p (1 decimal
place).
Post Balance Sheet Events
The Company has issued for cash 3,837,000
Ordinary Shares of 5 pence each from 1 April to
17 June 2025 from its blocklisting facility, the
details of which are set out in note 16. Future
Developments are covered in the Investments
Managers Report on page 4.
Audit information
Each of the Directors who held office at the
date of approval of the Report of the Directors
confirms that:
1. So far as the Director is aware, there is no
relevant audit information of which the
Company’s auditor is unaware; and
2. The Director has taken all the steps that
they should have taken as a Director in
order to make themselves aware of any
relevant audit information and to establish
that the Company’s auditor is aware of
that information.
Annual General Meeting
The Notice of Annual General Meeting to be
held at 11.30am on Tuesday, 29 July 2025 is set
out on pages 50 to 53. Details of the business
to be transacted are outlined below:
Resolution 1: Report and accounts
As required by company law, the annual report
and accounts will be laid before shareholders.
Resolutions 2: Remuneration Report
The Directors are seeking the authorisation to
approve the Directors Remuneration Report for
the financial year ended 31 March 2025 as set
out on pages 23 to 24.
Resolutions 3-5: Re-election of Directors
Each of the Directors will stand for re-election
at the AGM.
Resolution 6: Auditor
The re-appointment of MHA Audit Services LLP
(trading as MHA) as auditor and a resolution
allowing the Directors to determine their
remuneration.
Resolution 7: Directors’ authority to allot shares
The Directors are seeking the usual authority
to allot shares. Resolution 7 in the Notice of
Annual General Meeting seeks authority to allot
Ordinary Shares up to an aggregate nominal
amount of £703,801 (being an amount equal
to 33% of the total issued share capital of the
Company as at the date of this report). The
Directors have no present intention to exercise
this authority.
Resolutions 8 & 9: Authority to allot shares
outside of pre-emption rights
Subject to the passing of resolution 7,
resolutions 8 and 9 will allow the Company to
issue, in aggregate, up to 20% of the number
of Ordinary Shares in issue as at 31 March 2025,
and to sell Ordinary Shares held in treasury for
cash as if section 561 of the Companies Act
2006 did not apply. The Directors recognise
that this authority is beyond the standard 10.0%
sought by investment companies, but believe
that the passing of both resolution 8 and
resolution 9 is in the interests of Shareholders,
given that the authority is intended to be used
to fund future acquisitions of investments in
line with the Company’s investment policy,
thereby mitigating the potential dilution of
investment returns for existing Shareholders.
Furthermore, new Ordinary Shares issued
under this authority will only be issued at a
minimum price equal to the relevant prevailing
net asset value per share plus a premium to
cover any expenses of the relevant issue and
therefore should not be dilutive to the net asset
value (“NAV”) per existing share.
If resolution 8 is passed but resolution 9 is not
passed, Shareholders will only be granting
Directors the authority to allot up 10.0% of
the existing issued Ordinary Share capital of
theCompany.
Resolution 10: Authority to make market
purchases of the Company’s own shares
Resolution 10, which is a special resolution, will
give the Company authority to make market
purchases of up to 6,398,199 Ordinary Shares.
The resolution sets minimum and maximum
prices. The Directors will only use this authority
to undertake a further share buyback and
consider it useful to retain the authority
for the future in case circumstances alter.
The Directors shall ensure that all legal and
regulatory requirements associated with any
future purchases of the Company’s own shares
are fulfilled including, in the event that the
purchase would result in any shareholder being
obliged to make an offer under Rule 9.1 of the
Takeover Code and the requirement to seek a
waiver from the Takeover Panel.
The authorities contained in Resolutions
7, 8 and 9 will continue until the AGM of the
Company in 2026. It is intended that renewal of
these authorities will be sought at each AGM.
Resolution 11: THAT a general meeting other
than an Annual General Meeting may be called
on not less than 14 clear days’ notice during
the period from the date of the passing of this
resolution until the conclusion of the next
Annual General Meeting of the Company.
Recommendation
The Board considers that the passing of the
resolutions to be proposed at the AGM is in the
interests of the Company and its shareholders
as a whole and they unanimously recommend
that shareholders vote in favour of those
resolutions.
Approved by the Board of Directors and signed
on its behalf
Ben Harber
Company Secretary
17 June 2025
28 Rockwood Strategic Plc
Directors’ Responsibility
Statement
The Directors are responsible for preparing
the Annual Report and the Financial
Statements in accordance with applicable law
andregulations.
Company law requires the Directors to prepare
Financial Statements for each financial
year. The Directors elected under company
law and are required under the Listing
Rules of the Financial Conduct Authority
to prepare the Financial Statements in
accordance with UK-adopted International
AccountingStandards.
The Financial Statements are required by law
and UK-adopted International Accounting
Standards to present fairly the financial
position and performance of the company.
The Companies Act 2006 provides in
relation to such Financial Statements that
references in the relevant part of that Act
to Financial Statements giving a true and
fair view are references to their achieving a
fairpresentation.
Under company law the Directors must not
approve the Financial Statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Company and of
the profit or loss for that period. In preparing
these Financial Statements, the Directors are
required to:
Æ select suitable accounting policies and
then apply them consistently;
Æ make judgements and accounting
estimates that are reasonable and prudent;
Æ state whether they have been prepared in
accordance with UK-adopted International
Accounting Standards, subject to any
material departures disclosed and
explained in the Financial Statements;
Æ prepare the Financial Statements
on the going concern basis unless it
is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the Company and enable them to ensure that
its Financial Statements and the Directors’
Remuneration Report comply with the
Companies Act 2006. They are responsible
for such internal control as they determine
is necessary to enable the preparation of
Financial Statements that are free from
material misstatement, whether due to fraud
or error, and have general responsibility for
taking such steps as are reasonably open
to them to safeguard the assets of the
Company and to prevent and detect fraud and
otherirregularities.
Under applicable law and regulations, the
Directors are also responsible for preparing
a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate
Governance Statement that complies with that
law and those regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
company’s website. Legislation in the UK
governing the preparation and dissemination
of Financial Statements may differ from
legislation in other jurisdictions.
Each of the directors, whose names and
functions are listed in the strategic report
on page 3 confirm that to the best of each
person’sknowledge:
Æ the Financial Statements, prepared in
accordance with UK-adopted International
Accounting Standards, give a true and
fair view of the assets, liabilities, financial
position and profit or loss of the Company
taken as a whole; and
Æ the Strategic Report and the Report of
the Directors includes a fair review of the
development and performance of the
business and the position of the company,
together with a description of the principal
risks and uncertainties that they face.
We consider the Annual Report and Financial
Statements, taken as a whole, are fair,
balanced and understandable and provide
the information necessary for shareholders
to assess the Company’s position and
performance, business model and strategy.
Website publication
The Directors are responsible for ensuring that
the Annual Report and Financial Statements
are made available on a website. Financial
Statements are published on the Company’s
website in accordance with legislation in the
United Kingdom governing the preparation
and dissemination of Financial Statements,
which may vary from legislation in other
jurisdictions. The maintenance and integrity
of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the
Financial Statements contained herein.
For and on behalf of the Board
Noel Lamb
Chairman
17 June June 2025
Overview Governance
Financial
Statements
Other
Information
29Rockwood Strategic Plc
Independent Auditor’s
Report
Independent auditor’s report to the members of Rockwood Strategic Plc
For the purpose of this report, the terms “we”
and “our” denote MHA in relation to UK legal,
professional and regulatory responsibilities
and reporting obligations to the members of
Rockwood Strategic Plc. For the purposes of
the table on page 30 that sets out the key audit
matters and how our audit addressed the key
audit matters, the terms “we” and “our” refer to
MHA. The “Company” is defined as Rockwood
Strategic Plc. The relevant legislation
governing the Company is the United Kingdom
Companies Act 2006 (“Companies Act 2006”).
Opinion
We have audited the Financial Statements of
Rockwood Strategic Plc for the year ended
31 March 2025. The Financial Statements that
we have audited comprise:
Æ the Statement of Comprehensive Income;
Æ the Statement of Financial Position;
Æ the Statement of Changes in Equity;
Æ the Statement of Cash Flows; and
Æ Notes 1 to 16 of the Financial Statements,
including material accounting policies.
The financial reporting framework that
has been applied in the preparation of
the company’s Financial Statements is
applicable law and UK adopted international
accountingstandards.
In our opinion the Financial Statements:
Æ give a true and fair view of the state of the
Company’s affairs as at 31 March 2025 and
of the Company’s profit for the year then
ended;
Æ have been properly prepared in accordance
with UK adopted international accounting
standards; and
Æ have been prepared in accordance with the
requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to
the Audit Committee.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor Responsibilities for the Audit of the
Financial Statements section of our report. We
are independent of the Company in accordance
with the ethical requirements that are relevant
to our audit of the Financial Statements in the
UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and
we have fulfilled our ethical responsibilities
in accordance with those requirements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the Financial Statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation
of the Financial Statements is appropriate.
Our evaluation of the Directors’ assessment of
the company’s ability to continue to adopt the
going concern basis of accounting included:
Æ The consideration of inherent risks to the
Company’s operations and specifically
its business model as a closed-ended
investment fund.
Æ The evaluation of how those risks might
impact on the Company’s available
financial resources, taking into account
the Directors’ method of assessing going
concern in light of how economic and
market conditions may affect the company
and the underlying investments held.
Æ Liquidity considerations including
examination of the Company’s cash flow
projections, and assessing that projected
management and performance fees are
in line with projected market growth
forecasts.
Æ Viability assessment including
consideration of reserve levels and
business plans, including impact of
approach to future investment decisions.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that,
individually or collectively, may cast significant
doubt on the Company’s ability to continue as
a going concern for a period of at least twelve
months from when the Financial Statements
are authorised for issue.
In relation to the Company’s reporting on how
it has applied the UK Corporate Governance
Code, we have nothing material to add or
draw attention to in relation to the Directors’
statement in the company’s Financial
Statements about whether the directors
considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of
the directors with respect to going concern
are described in the relevant sections of
thisreport.
30 Rockwood Strategic Plc
Overview of our audit approach
Scope Our audit was scoped by obtaining an understanding of the Company and its environment, including
the Company’s system of internal control, and assessing the risks of material misstatement in the
Financial Statements. We also addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have represented a risk of
materialmisstatement.
Materiality 2025 2024
Overall materiality £966k £640k 1% (2024: 1%) of net assets
Key audit matters
Recurring Valuation and ownership of investments
Key audit matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements of the
current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These
matters included those matters which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Valuation and ownership of investments
Key audit matter description The investment portfolio at the year-end comprised of 24 level 1 quoted equity investments (£96m – 99.9%
of the total portfolio by value) and one level 3 unquoted investment (£69k – 0.01% of the total portfolio by
value) held at fair value through profit or loss.
We considered the valuation and ownership of investments to be a significant audit area and therefore,
when compared to the materiality of the Financial Statements as a whole, a Key Audit Matter. Our allocation
of resources has reflected this status.
Investments represent the most substantial balance within the Financial Statements and the performance
of these investments underpins the principal activity of the entity. Given the nature of the portfolio is such
that it comprises a majority of listed level 1 investments, we do not consider the use of bid price to be
subject to significant estimation uncertainty.
The valuation of the unquoted investments does include an element of subjectivity and estimation
uncertainty, although these balances are immaterial in the current year.
There is a risk of error in the recording of investment holdings, such that those holdings do not
appropriately reflect the legal property of the Company.
How the scope of our audit
responded to the key audit matter
We responded to this matter by testing the valuation and ownership of the whole portfolio of quoted
investments, representing 99.9% of the total portfolio by value).
We performed the following procedures:
Æ Confirmed the year-end bid price used by management by agreeing to externally quoted prices;
Æ Obtained third-party confirmation of the number of shares held per investment in-hand at the balance
sheet date;
Æ Recalculated the stated valuation by multiplying the number of shares held per the third-party custodian
statement by the valuation per share; and
Æ Assessed market and liquidity considerations, to confirm whether there were any contra indicators that
would suggest bid prices at the balance sheet date were not the most appropriate indicator of fair value.
Key observations communicated to
the Company’s Audit Committee
Based on our procedures performed we did not identify any matters to suggest the valuation or ownership
of investments was not appropriate.
Independent Auditor’s Report (continued)
Overview Governance
Financial
Statements
Other
Information
31Rockwood Strategic Plc
Our application of materiality
Our definition of materiality considers the
value of error or omission on the Financial
Statements that, individually or in aggregate,
would change or influence the economic
decision of a reasonably knowledgeable
user of those Financial Statements.
Misstatements below these levels will not
necessarily be evaluated as immaterial
as we also take account of the nature of
identified misstatements, and the particular
circumstances of their occurrence, when
evaluating their effect on the Financial
Statements as a whole. Materiality is used in
planning the scope of our work, executing that
work and evaluating the results.
Materiality in respect of the Company was
set at £966,000 (2024: £640,000) which was
determined on the basis of 1% (2024: 1%) of
the Company’s net assets. This was deemed
to be the appropriate benchmark for the
calculation of materiality as this is a key area of
the Financial Statements with which the users
of the Financial Statements are principally
concerned, by virtue of being a closed-ended
investment fund.
Performance materiality is the application
of materiality at the individual account or
balance level, set at an amount to reduce, to
an appropriately low level, the probability that
the aggregate of uncorrected and undetected
misstatements exceeds materiality for the
Financial Statements as a whole.
Performance materiality for the Company
was set at £579,000 (2024: £480,000) which
represents 60% (2024: 75%) of the above
materiality levels.
The determination of performance materiality
reflects our assessment of the risk of
undetected errors existing, the nature of
the systems and controls and the level of
misstatements arising in previous audits.
We agreed to report any corrected or
uncorrected adjustments exceeding £48,300
to the Audit Committee as well as differences
below this threshold that in our view warranted
reporting on qualitative grounds.
The control environment
We evaluated the design and implementation
of those internal controls of the company
which are relevant to our audit, such as those
relating to the financial reporting cycle.
Climate-related risks
In planning our audit and gaining an
understanding of the company, we considered
the potential impact of climate-related risks
on the business and its Financial Statements.
We obtained management’s climate-related
risk assessment, along with relevant
documentation relating to management’s
assessment and held discussions with
management to understand their process
for identifying and assessing those risks.
We then engaged internal specialists to
assess, amongst other factors, the nature
of the company’s activities and its reporting
requirements. We have agreed with
managements’ assessment that climate-
related risks are not material to these
FinancialStatements.
Reporting on other information
The other information comprises the
information included in the annual report
other than the Financial Statements and our
auditor’s report thereon. The directors are
responsible for the other information contained
within the annual report. Our opinion on the
Financial Statements does not cover the
other information and, except to the extent
otherwise explicitly stated in our report,
we do not express any form of assurance
conclusion thereon. Our responsibility is to
read the other information and, in doing so,
consider whether the other information is
materially inconsistent with the Financial
Statements or our knowledge obtained in
the course of the audit, or otherwise appears
to be materially misstated. If we identify
such material inconsistencies or apparent
material misstatements, we are required to
determine whether this gives rise to a material
misstatement in the Financial Statements
themselves. If, based on the work we have
performed, we conclude that there is a material
misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Strategic report and directors report
In our opinion, based on the work undertaken in
the course of the audit:
Æ the information given in the strategic
report and the directors’ report for the
financial year for which the Financial
Statements are prepared is consistent
with the Financial Statements; and
Æ the strategic report and the directors’
report have been prepared in accordance
with applicable legal requirements.
In the light of the knowledge and understanding
of the Company and its environment obtained
in the course of the audit, we have not
identified material misstatements in the
strategic report or the directors’ report.
Directors’ remuneration report
Those aspects of the director’s remuneration
report which are required to be audited have
been prepared in accordance with applicable
legal requirements.
Corporate governance statement
We have reviewed the directors’ statement in
relation to going concern, longer-term viability
and that part of the Corporate Governance
Statement relating to the entity’s compliance
with the provisions of the UK Corporate
Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the Corporate
Governance Statement is materially consistent
with the Financial Statements and our
knowledge obtained during the audit:
Æ Directors’ statement with regards the
appropriateness of adopting the going
concern basis of accounting and any
material uncertainties identified set out on
page 26;
Æ Directors’ explanation as to its assessment
of the group’s prospects, the period this
assessment covers and why the period is
appropriate set out on page 14;
Æ Directors’ statement on fair, balanced and
understandable set out on page 28;
Æ Board’s confirmation that it has carried out
a robust assessment of the emerging and
principal risks set out on page 26;
32 Rockwood Strategic Plc
Æ Section of the annual report that describes
the review of effectiveness of risk
management and internal control systems
set out on page 16; and
Æ Section describing the work of the audit
committee set out on page 22.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in
the course of the audit:
Æ the information about internal control
and risk management systems in relation
to financial reporting processes and
about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 in
the Disclosure Rules and Transparency
Rules sourcebook made by the Financial
Conduct Authority (the FCA Rules), is
consistent with the Financial Statements
and has been prepared in accordance with
applicable legal requirements; and
Æ information about the company’s corporate
governance code and practices and about
its administrative, management and
supervisory bodies and their committees
complies with rules 7.2.2, 7.2.3 and 7.2.7 of
the FCA Rules.
In the light of the knowledge and understanding
of the company and its environment obtained
in the course of the audit, we have not
identified material misstatements in:
Æ the information about internal control
and risk management systems in relation
to financial reporting processes and
about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 of the
FCA Rules.
Matters on which we are required to report by
exception
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to
you if, in our opinion:
Æ adequate accounting records have not
been kept, or returns adequate for our
audit have not been received by branches
not visited by us; or
Æ the Financial Statements are not in
agreement with the accounting records
and returns; or
Æ certain disclosures of directors’
remuneration specified by law are not
made; or
Æ the part of the directors’ remuneration
report to be audited is not in agreement
with the accounting records and returns;
or
Æ we have not received all the information
and explanations we require for our audit;
or
Æ a corporate governance statement has not
been prepared by the company.
Responsibilities of directors
As explained more fully in the directors’
responsibilities statement, the directors are
responsible for the preparation of the Financial
Statements and for being satisfied that they
give a true and fair view, and for such internal
control as the directors determine is necessary
to enable the preparation of Financial
Statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Financial Statements, the
directors are responsible for assessing the
Company’s ability to continue as a going
concern, disclosing, as applicable, matters
related to going concern and using the
going concern basis of accounting unless
the directors either intend to liquidate the
Company or to cease operations, or have no
realistic alternative but to do so.
Auditor responsibilities for the audit of the
Financial Statements
Our objectives are to obtain reasonable
assurance about whether the Financial
Statements as a whole are free from material
misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement
when it exists.
Misstatements can arise from fraud or error
and are considered material if, individually
or in aggregate, they could reasonably
be expected to influence the economic
decisions of users taken on the basis of these
FinancialStatements.
A further description of our responsibilities
for the Financial Statements is
located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our
auditor’sreport.
Extent to which the audit was considered
capable of detecting irregularities,
includingfraud
Irregularities, including fraud, are instances
of non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud.
These audit procedures were designed
to provide reasonable assurance that the
Financial Statements were free from fraud
or error. The risk of not detecting a material
misstatement due to fraud is higher than the
risk of not detecting one resulting from error
and detecting irregularities that result from
fraud is inherently more difficult than detecting
those that result from error, as fraud may
involve collusion, deliberate concealment,
forgery or intentional misrepresentations.
Also, the further removed non-compliance
with laws and regulations is from events
and transactions reflected in the Financial
Statements, the less likely we would become
aware of it.
Identifying and assessing potential risks
arising from irregularities, including fraud
The extent of the procedures undertaken
to identify and assess the risks of material
misstatement in respect of irregularities,
including fraud, included the following:
Æ We considered the nature of the industry
and sector the control environment,
business performance including
remuneration policies and the Company’s
own risk assessment that irregularities
might occur as a result of fraud or error.
From our sector experience and through
discussion with the directors, we obtained
an understanding of the legal and
regulatory frameworks applicable to the
Company focusing on laws and regulations
that could reasonably be expected to have
a direct material effect on the Financial
Statements, such as provisions of the
Companies Act 2006, UK tax legislation
for Investment Trust entities or those that
had a fundamental effect on the operations
of the Company including the regulatory
and supervisory requirements of the
Disclosure Rules and Transparency Rules
sourcebook made by the Financial Conduct
Authority (the FCA Rules) and the principles
of the AIC Code of Corporate Governance.
Independent Auditor’s Report (continued)
Overview Governance
Financial
Statements
Other
Information
33Rockwood Strategic Plc
Æ We enquired of the directors and
management including the audit
committee, Investment Manager and
Administrator concerning the Company’s
policies and procedures relating to:
Æ identifying, evaluating and
complying with the laws and
regulations and whether they were
aware of any instances of non-
compliance;
Æ detecting and responding to the
risks of fraud and whether they
had any knowledge of actual or
suspected fraud; and
Æ the internal controls established
to mitigate risks related to fraud
or non-compliance with laws and
regulations.
Æ We assessed the susceptibility of
the Company’s Financial Statements
to material misstatement, including
how fraud might occur by evaluating
management’s incentives and
opportunities for manipulation of the
Financial Statements. This included
utilising the spectrum of inherent risk and
an evaluation of the risk of management
override of controls.
Audit response to risks identified
In respect of the above procedures:
Æ we corroborated the results of our
enquiries through our review of the
minutes of the Company’s board and audit
committee meetings throughout the
period;
Æ audit procedures performed by the
engagement team in connection with the
risks identified included:
Æ reviewing Financial Statement
disclosures and testing to
the underlying supporting
documentation to assess
compliance with applicable laws and
regulations expected to have a direct
impact on the Financial Statements.
Æ testing journal entries;
Æ evaluating the business rationale
of significant transactions outside
the normal course of business, and
reviewing accounting estimates for
bias;
Æ enquiry of management around
actual and potential litigation and
claims;
Æ challenging the assumptions and
judgements made by management in
its significant accounting estimates;
Æ reviewing the calculation in relation
to Investment Trust compliance
to check that the Company was
meeting its requirements to retain
their Investment Trust Status. This
included a review of other qualitative
factors and ensuring compliance
with these; and
Æ obtaining confirmations from third
parties to confirm existence of a
sample of balances.
Æ the Senior Statutory Auditor considered
the experience and expertise of the
engagement team to ensure that the team
had the appropriate competence and
capabilities; and
Æ we communicated relevant laws and
regulations and potential fraud risks to all
engagement team members, including
experts, and remained alert to any
indications of fraud or non-compliance
with laws and regulations throughout the
audit.
Other requirements
We were appointed by the Directors on
4 February 2025 and the current period is the
first year of our engagement.
We did not provide any non-audit services
which are prohibited by the FRC’s Ethical
Standard to the Company, and we remain
independent of the company in conducting
ouraudit.
Use of our report
This report is made solely to the Company’s
members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so
that we might state to the Company’s members
those matters we are required to state to them
in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone
other than the Company and the Company’s
members as a body, for our audit work, for this
report, or for the opinions we have formed.
The Company is required to include these
Financial Statements in an annual financial
report prepared under Disclosure Guidance
and Transparency Rules 4.1.15R to 4.1.18R.
This auditor’s report provides no assurance
over whether the annual financial report
has been prepared in accordance with
thoserequirements.
Jason Mitchell MBA BSc FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Maidenhead, UK
17 June 2025
MHA is the trading name of MHA Audit Services
LLP, a limited liability partnership in England
and Wales (registered number OC455542)
34 Rockwood Strategic Plc
Statement of
ComprehensiveIncome
for the year ended 31 March 2025
Notes
Year ended
31 March 2025
Year ended
31 March 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Income 2 1,299 – 1,299 1,114 – 1,114
Net gains on investments at fair value – 15,171 15,171 – 2,715 2,715
Total income 1,299 15,171 16,470 1,114 2,715 3,829
Administrative expenses
Investment Manager fee 3 (889) – (889) (191) – (191)
Performance fee 3 – (1,090) (1,090) – – –
Other expenses 4 (711) (158) (869) (581) (161) (742)
(Loss)/profit before finance costs
and taxation (301) 13,923 13,622 342 2,554 2,896
Finance costs – – – (1) – (1)
(Loss)/profit before taxation (301) 13,923 13,622 341 2,554 2,895
Taxation 5 – – – – – –
(Loss)/profit for the year (301) 13,923 13,622 341 2,554 2,895
Basic and Diluted earnings per ordinary
share for profit from continuing
operations and for profit for the year
(pence) (0.87p) 40.15p 39.28p 1.25p 9.34p 10.58p
The total column of the statement is the Statement of Comprehensive Income of the Company prepared in accordance with International Financial
Reporting Standards (“IFRS”) as adopted by the United Kingdom. The supplementary revenue and capital columns are presented for information
purposes as recommended by the Statement of Recommended Practice (“SORP”) issued by the Association of Investment Companies (“AIC”).
There are no recognised gains and losses other than those disclosed in the Statement of Comprehensive Income.
All items in the above Statement derive from continuing operations. No operations were acquired or discontinued during the period.
The notes on pages 38 to 48 form part of these Financial Statements.
Overview Governance
Financial
Statements
Other
Information
35Rockwood Strategic Plc
Statement of
Financial Position
as at 31 March 2025
Notes
31 March
2025
£’000
31 March
2024
£’000
Non-current assets
Investments at fair value through profit or loss 8 95,624 60,322
Current assets
Cash and cash equivalents 2,561 4,761
Trade and other receivables 9 122 281
2,683 5,042
Total assets 98,307 65,364
Current liabilities
Trade and other payables 10 (641) (1,103)
Performance fee payable 11 (1,090) –
Total liabilities (1,731) (1,103)
Net current assets 952 3,939
Net assets 96,576 64,261
Represented by:
Share capital 12 1,941 1,560
Share premium account 42,862 24,347
Revenue reserve 18,061 18,565
Capital reserve 22,358 8,435
Capital redemption reserve 11,354 11,354
Total equity 96,576 64,261
The NAV per share on 31 March 2025 is 248.79 pence (2024: 206.04 pence).
These Financial Statements were approved and authorised for issue by the Board of Directors on 17 June 2025. Signed on behalf of the Board
ofDirectors.
Noel Lamb Kenneth Lever
Chairman Director
The notes on pages 38 to 48 form part of these Financial Statements.
36 Rockwood Strategic Plc
Statement of
Cash Flows
for the year ended 31 March 2025
Notes
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Cash flow from operating activities
Profit for the year 13,622 2,895
Net gains on investments at fair value (15,171) (2,715)
Decrease/(increase) in trade receivables 3 (52)
Increase/(decrease) in trade and other payables 1,112 (652)
Net cash outflow from operating activities (434) (524)
Cash flows from investing activities
Purchases of investments 8 (37,392) (30,336)
Sales of investments 8 16,777 12,573
Net cash outflow from investing activities (20,615) (17,763)
Cash flows from financing activities
Gross proceeds of share issue 19,579 11,527
Share issue costs (527) (110)
Equity dividends paid (203) –
Net cash inflow from financing activities 18,849 11,417
Decrease in cash and cash equivalents (2,200) (6,870)
Reconciliation of net cash flow movements in funds
Cash and cash equivalents at the beginning of the year 4,761 11,631
Decrease in cash and cash equivalents (2,200) (6,870)
Cash and cash equivalents at end of year 2,561 4,761
Purchases of investments has been adjusted by the addition of the outstanding £901,000 due to Brokers as at 31 March 2024 and, the removal of the
outstanding £417,000 due to Brokers as at 31 March 2025 as shown in Note 10.
Gross proceeds of share issue has been adjusted by the addition of the outstanding £156,000 proceeds due from share issue as at 31 March 2024 as
shown in Note 9.
Overview Governance
Financial
Statements
Other
Information
37Rockwood Strategic Plc
D shares
£’000
Ordinary
Share
Capital
£’000
Share
Premium
Account
£’000
Revenue
Reserve*
£’000
Capital
Reserve
£’000
Capital
Redemption
Reserve
£’000
Total
Equity
£’000
Opening balance as at 1 April 2024 – 1,560 24,347 18,565 8,435 11,354 64,261
Dividend paid – – – (203) – – (203)
Gross proceeds of share issue – 381 18,515 – – – 18,896
Profit and total comprehensive income for the year – – – (301) 13,923 – 13,622
Balance as at 31 March 2025 – 1,941 42,862 18,061 22,358 11,354 96,576
for the year ended 31 March 2024
D shares
£’000
Ordinary
Share
Capital
£’000
Share
Premium
Account
£’000
Revenue
Reserve*
£’000
Capital
Reserve
£’000
Capital
Redemption
Reserve
£’000
Total
Equity
£’000
Opening balance as at 1 April 2023 10 1,271 13,063 24,105 – 11,344 49,793
Unrealised appreciation transferred at 1 April 2023 – – – (5,881) 5,881 – –
Cancellation of D shares (10) – – – – 10 –
Gross proceeds of share issue – 289 11,284 – – – 11,573
Profit and total comprehensive income for the year – – – 341 2,554 – 2,895
Balance as at 31 March 2024 – 1,560 24,347 18,565 8,435 11,354 64,261
* The revenue reserve can be distributed in the form of dividends.
The notes on pages 38 to 48 form part of these Financial Statements.
Statement of Changes
in Equity
for the year ended 31 March 2025
38 Rockwood Strategic Plc
Notes to the
Financial Statements
Rockwood Strategic Plc (the Company) is a public company incorporated in the UK and registered in England and Wales
(registration number: 03813450).
The Company carries on the business as an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010.
1. Basis of preparation and material accounting policies
Basis of preparation
Following the Company’s approval as an investment trust company on 1 April 2023, the annual Financial Statements of the Company for the year to
31 March 2025 have been prepared in accordance with UK adopted international accounting standards. They will also be prepared in accordance
with applicable requirements of England and Wales company law and reflect the following summarised policies which will be adopted and applied
consistently. The Financial Statements have also been prepared in accordance with the SORP for investment trust companies issued in July 2022,
except to any extent where it conflicts with UK adopted international accounting standards.
In order better to reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary
information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside
the Statement of Comprehensive Income.
The functional and presentational currency of the Company is Pounds Sterling and has been determined on the basis of the currency of the
Company’s share capital and the currency in which dividends and expenses are paid. The Financial Statements are presented to the nearest
thousand (£’000).
Going concern
In assessing the Company as a going concern, the Directors have considered the market valuations of the portfolio investments, the current
economic outlook and forecasts for Company costs.
The Company is in a net asset position of £96.6 million (March 2024: £64.3 million) and 99.9% of the Company’s portfolio of investments consist
of listed equities which, should the need arise, can be liquidated to settle liabilities. The rest of the Company’s portfolio consisted of 0.1% in other
unquoted investments. There are no other contractual obligations other than those already in existence and which are predictable.
The Company’s forecasts and projections, taking into account the current economic environment and other factors, including reasonably possible
changes in performance, show that the Company is able to operate within its available working capital and continue to settle all liabilities as they
fall due for the foreseeable future. The Company has consistent, predictable ongoing costs and major cash outflows, such as for the payment of
dividends, are at the full discretion of the Board.
Therefore, the Directors taking into the consideration the above assessment are satisfied that the Company’s ability to continue as a going concern
and are satisfied that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date when
these Financial Statements were approved.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business.
Material Accounting Judgements, Estimates and Assumptions
The preparation of Financial Statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at
the date of the Financial Statements and the reported amounts of revenues and expenses during the reported period. It also requires Management to
exercise their judgement in the process of applying the accounting policies. The main area of estimation is in the inputs used in determination of the
valuation of the unquoted investments in Note 8, although these amounts at the Balance sheet date are immaterial in the current year.
Management believes that the underlying assumptions are appropriate and that the Company’s Financial Statements are fairly presented.
Overview Governance
Financial
Statements
Other
Information
39Rockwood Strategic Plc
1. Basis of preparation and material accounting policies (continued)
Investments at fair value through profit or loss
All investments held by the Company are designated as “fair value through profit or loss”. As the Company’s business is investing in financial assets
with a view to profiting from their return in the form of interest, dividends or increase in fair value. Listed equities, unquoted equities and fixed
income securities are classified as fair value through profit or loss on initial recognition. The Company manages and evaluates the performance of
these investments on a fair value basis in accordance with its investment strategy. Investments are initially recognised at cost, being the fair value of
the consideration. Fixed income securities are designated at fair value which is approximation of its par value.
After initial recognition, investments are measured at fair value, with movements in fair value of investments and impairment of investments
recognised in the Statement of Comprehensive Income and allocated to the capital column. For quoted equity shares fair value is generally
determined by reference to quoted market bid prices or closing prices for SETS (London Stock Exchange’s electronic trading service) stocks.
IFRS 13 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making
the measurements. The fair value hierarchy has the following classifications:
Æ Level 1 – valued using quoted prices in active markets for identical investments. There are £94,823,000 level 1 financial assets (31 March 2024:
£59,415,000).
Æ Level 2 – valued using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk,
etc). There are no level 2 financial assets (31 March 2024: £nil).
Æ Level 3 – valued using significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).
There are £69,000 level 3 financial assets (31 March 2024: £907,000).
Unquoted investments are valued in accordance with the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines. Their
valuation incorporates all factors that market participants would consider in setting a price. The primary valuation techniques employed to value the
unquoted investments are earnings multiples, recent transactions and the net asset basis.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call with banks and other short-term highly liquid investments with original
maturity of 3 months or less from inception that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes
in value.
Foreign currency
Transactions in currencies other than Sterling are recorded at the rate of exchange prevailing on the date of the transaction. Items that are
denominated in foreign currencies are retranslated at the rates prevailing on Statement of Financial Positions. Any gain or loss arising from a change
in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue reserve
depending on whether the gain or loss is capital or revenue in nature.
Income
Dividend income from investments is recognised when the Company’s right to receive payment has been established, normally the ex-dividend date.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of cash dividend foregone is
recognised as income. Any excess in the value of shares received over the amount of cash dividend foregone is recognised as a capital gain in the
Statement of Comprehensive Income.
Interest income is recognised in line with coupon terms under the effective interest method. Special dividends are credited to capital or revenue
according to their circumstances.
Expenses
All expenses are accounted for on an accruals basis and are allocated wholly to revenue with the exception of Performance Fees which are allocated
wholly to capital, as the fee is payable by reference to the capital performance of the Company, and transaction costs which are also allocated
tocapital.
40 Rockwood Strategic Plc
1. Basis of preparation and material accounting policies (continued)
Taxation
The charge for taxation is based on the net income for the year and takes into account taxation deferred or accelerated because of temporary
differences between the treatment of certain items for accounting and taxation purposes. The Company has an effective tax rate of 0.0%. The
estimated effective tax rate is 0.0% as investment gains are exempt from tax owing to the Company’s status as an investment trust and there is
expected to be an excess of management expenses over taxable income and thus there is no charge for corporation tax.
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amount
for financial reporting purposes at the reporting date. Deferred tax assets are only recognised if it is considered more likely than not that there will
be suitable profits from which the future reversal of timing differences can be deducted. In line with recommendations of the SORP, the allocation
method used to calculate the tax relief expenses charged to capital is the ‘marginal’ basis. Under this basis, if taxable income is capable of being
offset entirely by expenses charged through the revenue account, then no tax relief is transferred to the capital account.
Equity dividends payable
Equity dividends payable are recognised when the shareholders’ right to receive payment is established. For interim dividends this is when they are
paid and for final dividends this is when they are approved by shareholders at the Company’s annual general meeting.
Share capital and reserves
The share capital represents the nominal value of the Company’s ordinary shares. As at 31 March 2025 there were 38,817,663 (31 March 2024:
31,189,090) Ordinary shares of 5p each in issue. During the year to 31 March 2024, a share sub-division of its existing ordinary shares on a ten for one
basis took effect on the 11 October 2023.
The share premium account represents the accumulated premium paid for shares issued above their nominal value less issue expenses. This reserve
cannot be distributed.
The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and revaluation of investments and of
foreign currency items. Realised gains can be distributed, unrealised gains cannot be distributed.
The Capital Redemption Reserve represents the amount by which the share capital has been reduced, equivalent to the nominal value of the Ordinary
Shares repurchased for cancellation.
The revenue reserve represents retained profits from the income derived from holding investment assets less the costs associated with running the
Company. This reserve can be distributed, if positive.
Adoption of New and Revised Standards New standards, interpretations and amendments adopted from 1 April 2024
There are no new standards impacting the Company that have had a significant effect on the annual Financial Statements for the year ended 31 March
2025.
Accounting when there is a lack of exchangeability (Amendments to IAS 21)
The amendment is for entities to specify when a currency is exchangeable into another currency and when it is not, and how an entity determines the
exchange rate to apply when a currency is not exchangeable. The amendments are effective for annual periods beginning on or after 1 January 2025.
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
The amendment is to help entities to clarify the date of recognition and derecognition of some financial assets and liabilities. It provides further
guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion. It adds new disclosures for
certain instruments with contractual terms that can change cash and updates the disclosures for equity instruments designated at fair value through
other comprehensive income (FVOCI). The amendments are effective for annual periods beginning on or after 1 January 2026.
Presentation and Disclosure in Financial Statements (IFRS 18)
IFRS 18 replaces IAS 1 and is in response to investors’ need for better information about companies’ financial performance. Requirements include:
new categories/subtotals in the statement of profit or loss, disclosure of Management-defined performance measures and enhanced requirements
for grouping information. The new standard is in effective for annual periods beginning on or after 1 January 2027.
Subsidiaries without Public Accountability: Disclosures (IFRS 19)
IFRS 19 allows for reduced disclosures without changing the fundamental reporting requirements of IFRS accounting standards. The new standard is
in effective for annual periods beginning on or after 1 January 2027.
Standards issued but not yet effective
There are no standards or amendments not yet effective which are relevant or have a material impact on the Company.
Notes to the Financial Statements (continued)
Overview Governance
Financial
Statements
Other
Information
41Rockwood Strategic Plc
2. Income
Year ended
31 March
2025
Year ended
31 March
2024
Total
£’000
Total
£’000
Income from listed investments
Dividends 1,062 811
Loan note interest income 46 40
Loan arrangement fee – 22
1,108 873
Other income
Bank interest 191 241
Total income 1,299 1,114
3. Investment management and performance fee
Year ended
31 March
2025
£’000
Year ended
31 March
2024
£’000
Investment Manager fee 889 191
Performance fees 1,090 –
1,979 191
Under the terms of the Investment Management Agreement (restated and novated on 28 March 2025) with Harwood Capital LLP (now Rockwood
Asset Management), the Company will pay the Investment Manager a performance fee equal to 10.0%. of outperformance over the higher of a 6.0%
per annum total return hurdle and the high watermark. The 6.0%. per annum compounds weekly and the performance fee is calculated annually.
Provided that the Company’s average NAV is at or below £100 million, performance fees in any performance fee period are capped at 3.0%. of the
Company’s average NAV for the relevant performance fee period. In such instance, performance fees in excess of the 3.0%. cap will not be paid and
will instead be deferred into the next performance fee period. If the average NAV exceeds £100 million, the performance fee shall be further limited
such that the combined investment management and performance fees shall not exceed 3.0%. of the Company’s average NAV. In such instance,
performance fees in excess of the cap will not be deferred and will not become payable at any future date.
The performance fee is calculated annually for each performance fee period, which is aligned with the Company’s accounting year. It is accounted
for on an accrual basis and is recognised in the Statement of Comprehensive Income once a performance fee is triggered during the performance
feeperiod. The Hurdle was surpassed in the year and therefore there was a performance fee of £1,090,000 accrued at 31 March 2025 (2024: nil).
4. Other expenses
Year ended
31 March 2025
Year ended
31 March 2024
Income
£’000
Capital
£’000
Total
£’000
Income
£’000
Capital
£’000
Total
£’000
Auditors remuneration
– Current 54 – 54 – – –
– Previous 9 – 9 47 – 47
Director's fees 110 – 110 102 – 102
Professional fees 452 – 452 336 – 336
Other general overheads 86 – 86 96 – 96
Transaction costs – 158 158 – 133 133
Share split costs – – – – 28 28
711 158 869 581 161 742
42 Rockwood Strategic Plc
5. Taxation
Year ended
31 March
2025
Year ended
31 March
2024
UK corporation tax
Corporation tax liability at 25.0% (2024: 25.0%) – –
– –
Current tax – –
Tax on profit from ordinary activities – –
Factors affecting the tax charge for the current period
The tax assessed for the year is different than that resulting from applying the standard rate of corporation tax in the UK: 25.0% (2024: 25.0%).
The differences are explained below:
Year ended
31 March 2025
Year ended
31 March 2024
Income
£’000
Capital
£’000
Total
£’000
Income
£’000
Capital
£’000
Total
£’000
Current tax reconciliation
Return before taxation (301) 13,923 13,622 341 2,554 2,895
Tax at UK corporation tax rate of 25.0% (2024: 25.0%) (75) 3,481 3,406 85 639 724
Tax effects of:
Non-taxable dividends (266) – (266) (202) – (202)
Non-deductible expenditure 2 – 2 3 – 3
Chargeable gains not subject to tax – (3,753) (3,753) – (639) (639)
Movement in deferred tax not recognised 339 272 611 114 – 114
Total tax charge for the year – – – – – –
Deferred tax
At 31 March 2025, the Company had losses of £43,217,000 (31 March 2024: £40,770,000) that are potentially available to offset future taxable revenue
and capital losses of £102,536,000 (31 March 2024: £102,536,000) that are potentially available to offset against future taxable gains. A deferred tax
asset of £36,439,000 (31 March 2024: £35,827,000), based on the enacted UK corporation tax rate of 25% that applied from 1 April 2023, has not been
recognised because the Company is not expected to generate qualifying taxable income in future periods that the carried forward tax losses can be
utilised against.
6. Earnings per share
Basic earnings per share is calculated by dividing the profit/loss attributable to ordinary shareholders by the weighted average number of Ordinary
Shares during the year. Diluted earnings per share is calculated by dividing the profit/loss attributable to shareholders by the adjusted weighted
average number of Ordinary Shares in issue.
Year ended 31 March 2025 Year ended 31 March 2024
Net Return
£'000
Weighted
average
Ordinary
Shares
Basic and
diluted
earnings
per share
pence
Net Return
£'000
Weighted
average
Ordinary
Shares
Basic and
diluted
earnings
per share
pence
Revenue (301) 34,678,653 (0.87) 341 27,356,247 1.25
Capital 13,923 34,678,653 40.15 2,554 27,356,247 9.33
Total 13,622 39.28 2,895 10.58
As at 31 March 2025, the total number of shares in issue was 38,817,663 (2024: 31,189,090). No shares were bought back by the Company (2024: None).
There are no share options outstanding at the end of the year.
Notes to the Financial Statements (continued)
Overview Governance
Financial
Statements
Other
Information
43Rockwood Strategic Plc
7. Dividends
The Company is not recommending a dividend for the year ended 31 March 2025 (2024: 0.6p).
8. Investments at fair value through profit or loss
Year ended 31 March 2025
Investments
in quoted
companies
(Level 1)
Other
unquoted
investments
(Level 3) Total
Opening cost at beginning of year 53,465 1,523 54,988
Opening unrealised appreciation at the beginning of the year 5,950 (616) 5,334
Opening fair value at the beginning of the year 59,415 907 60,322
Movements in the year:
Purchases at cost 36,908 – 36,908
Sales proceeds (16,027) (750) (16,777)
Realised gain on disposal 8,727 – 8,727
Change in unrealised appreciation/(depreciation) at the end of the year 6,532 (88) 6,444
Closing fair value at the end of the year 95,555 69 95,624
Closing cost at the end of the year 83,073 773 83,846
Closing unrealised appreciation/(depreciation) at the end of the year 12,482 (704) 11,778
Closing fair value at the end of the year 95,555 69 95,624
Year ended 31 March 2024
Investments
in quoted
companies
(Level 1)
Other
unquoted
investments
(Level 3) Total
Opening cost at beginning of year 33,374 – 33,374
Opening unrealised appreciation at the beginning of the year 5,881 – 5,881
Opening fair value at the beginning of the year 39,255 – 39,255
Movements in the year:
Transfer between levels*
Cost at transfer date (773) 773 –
Unrealised loss on transfer date 732 (732) –
Purchases at cost 30,175 750 30,925
Sales proceeds (12,573) – (12,573)
Realised gain on disposal 3,262 – 3,262
Change in unrealised (depreciation)/appreciation at the end of the year (663) 116 (547)
Closing fair value at the end of the year 59,415 907 60,322
Closing cost at the end of the year 53,465 1,523 54,988
Closing unrealised appreciation/(depreciation) at the end of the year 5,950 (616) 5,334
Closing fair value at the end of the year 59,415 907 60,322
* For the year ended 31 March 2024, there was a transfer from Level 1 to Level 3 of £69,175 Bonhill group due to voluntary liquidation.
44 Rockwood Strategic Plc
8. Investments at fair value through profit or loss (continued)
The following table analyses investments carried at fair value at the end of the year, by the level in the fair value hierarchy into which the fair value
measurement is categorised. The different levels are defined as follows:
(i) level one measurements are at quoted prices (unadjusted) in active markets for identical assets or liabilities;
(ii) level two measurements are valuations techniques with all material inputs observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices); and
(iii) level three measurements are valuations not based on solely observable market data (that is, the measurement requires significant
unobservable inputs).
The fair values of the Company’s investments is summarised as follows:
31 March
2025
£’000
2024
£’000
Level 1 95,555 59,415
Level 2 – –
Level 3 69 907
95,624 60,322
Fair values of financial assets and financial liabilities
Financial assets and liabilities are carried in the Statement of Financial Position at either their fair value (investments), or the Statement of Financial
Position amount is a reasonable approximation of the fair value (dividends receivable, accrued income, accruals, and cash at bank).
As at 31 March 2025 and 31 March 2024, all investments, except for the investments in the table below, fall into the category ‘Level 1’ under IFRS 13 fair
value hierarchy.
In the year ending 31 March 2025, no investments were transferred between levels (31 March 2024: one investment held, Bonhill Group previously
Level 1 were transferred to Level 3 following its delisting from AIM).
A summary of the level 3 investments are as follows:
31 March 2025 31 March 2024
Investments included £’000 Investments included £’000
Fair value Bonhill group 69 Bonhill group 69
Chesterfield Special
Cylinders Holdings (formerly
Pressure Technologies)
- Loan Notes –
Chesterfield Special
Cylinders Holdings (formerly
Pressure Technologies)
- Loan Notes 750
- Warrants – - Warrants 88
69 907
The Chesterfield Special Cylinders Holdings loan notes were redeemed in full during the year. The warrants were still outstanding at year end and
valued at zero.
Valuation policy: Every three months, the Investment Manager is asked to revalue the investments that he looks after and submit his valuation
recommendation to the Valuation and Pricing (“V&P“) Committee. The V&P Committee considers the recommendation made, and approves or adjust
the valuation as required.
Level 3 investments have been valued in accordance with the IPEV guidelines. The valuation incorporates all relevant factors that market participants
would consider in setting a price.
Methods applied include cost of investment, price of recent investments, net assets and earnings multiples.
Although the Manager believes that the estimates of fair values are appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair values.
Subsequent adjustments in price are determined by the Manager’s Valuation and Pricing Committee.
Investments in quoted companies (Level 1) have been valued according to the quoted bid price as at 31 March 2025.
Notes to the Financial Statements (continued)
Overview Governance
Financial
Statements
Other
Information
45Rockwood Strategic Plc
9. Trade and other receivables
31 March
2025
£’000
31 March
2024
£’000
Proceeds due from share issues – 156
Other debtors 95 112
Prepayments 27 13
122 281
10. Trade and other payables
31 March
2025
£’000
31 March
2024
£’000
Due to Brokers 417 901
Trade Creditors 224 202
641 1,103
There were no other creditors as at 31 March 2025 (2024: none).
11. Performance fees payable
31 March
2025
£’000
31 March
2024
£’000
Performance fees payable 1,090 –
12. Issued capital
Allotted, called-up and fully paid:
For the year ended 31 March 2025 £’000
31,189,090 ordinary shares of 5p each listed at 31 March 2024 1,560
7,628,573 ordinary shares of 5p each issued in the year 381
38,817,663 ordinary shares of 5p each listed at 31 March 2025 1,941
The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights
of redemption.
Allotted, called-up and fully paid:
For the year ended 31 March 2024 £’000
2,541,046 ordinary shares of 50p each listed at 31 March 2023 1,271
146,863 ordinary shares of 50p each issued before the share split 73
24,191,181 ordinary shares issued through the share split –
4,310,000 ordinary shares of 5p each issued after the share split 216
31,189,090 ordinary shares of 5p each listed at 31 March 2024 1,560
46 Rockwood Strategic Plc
13. Financial instruments and financial risk management
The Company invests in quoted and unquoted companies in accordance with the investment policy. In addition to investments in smaller listed
companies in the UK, the Company maintains liquidity balances in the form of cash held for follow-on financing and debtors and creditors that arise
directly from its operations. As at 31 March 2025, £95.6 million of the Company’s net assets were invested in quoted investments, £0.1 in unquoted
investments and £2.6 million in liquid balances (31 March 2024: £59.4 million in quoted investments, £0.9 in unquoted investments and £4.7 million
inliquidity).
In pursuing its investment policy, the Company is exposed to risks that could result in a reduction in the value of net assets and consequently funds
available for distribution by way of dividend or for re-investment.
The main risks arising from the Company’s financial instruments are due to fluctuations in market prices (market price risk), credit and liquidity risk
and cash flow interest rate risk; credit risk and liquidity risk are also discussed below. The Board regularly reviews and agrees policies for managing
each of these risks and they are summarised below. These have been in place throughout the current and preceding years.
All financial assets with the exception of investments, which are held at fair value through profit or loss, are categorised as financial assets at
amortised cost and all financial liabilities are categorised as amortised cost, amortised cost is a reasonable approximation of its fair value.
a) Market risk
i) Price risk
Market price risk arises from uncertainty about the future valuations of financial instruments held in accordance with the Company’s investment
objectives. These future valuations are determined by many factors but include the operational and financial performance of the underlying investee
companies, as well as market perceptions of the future of the economy and its impact upon the economic environment in which these companies
operate. This risk represents the potential loss that the Company might suffer through holding its investment portfolio in the face of market
movements, which was a maximum of £95.6 million (2024: £59.6 million).
The investments in fixed interest stocks of unquoted companies that the Company holds are not traded and as such the prices are more uncertain
than those of more widely traded securities.
The Board’s strategy in managing the market price risk is determined by the requirement to meet the Company’s investment objective. Risk is
mitigated to a limited extent by the fact that the Company holds investments in several companies. At 31 March 2025, the Company held interests in
24 companies (2024: 20 companies). The Directors monitor compliance with the investment policy, review and agree policies for managing this risk
and monitor the overall level of risk on the investment portfolio on a regular basis.
Market price risk sensitivity
The Board considers that the value of investments in quoted equity instruments is ultimately sensitive to changes in quoted share prices. The value
of investments in Chesterfield Special Cylinders Holdings (formerly Pressure Technologies), where the valuation methodology is to estimate the value
of the conversion option of the instrument, is similarly linked to quoted share prices. The table below shows the impact on the return and net assets if
there were to be a 25% (2024: 25.0%) movement in overall shareprices.
As at 31 March 2025 +25% -25%
Security Valuation basis Fair value
Impact
£’000
Impact
per share
(in pence)
Impact
£’000
Impact
per share
(in pence)
Quoted investments Quoted bid price 95,555 23,889 61.54 (23,889) (61.54)
As at 31 March 2024 +25% -25%
Security Valuation basis Fair value
Impact
£’000
Impact
per share
(in pence)
Impact
£’000
Impact
per share
(in pence)
Quoted investments Quoted bid price 59,443 14,861 47.65 (14,861) (47.65)
Notes to the Financial Statements (continued)
Overview Governance
Financial
Statements
Other
Information
47Rockwood Strategic Plc
13. Financial instruments and financial risk management (continued)
The impact of a change of 25% (2024: 25.0%) has been selected as this is considered reasonable given the current level of volatility, observed both on
a historical basis, and market expectations for future movement.
A sensitivity has not been performed for the other unquoted investments held by the Company as they were not deemed to be material. There is
no exposure to market price risk in the valuation methodology applied for these investments. Interest rates are less volatile than market prices;
therefore, the Company has deemed it inappropriate to consider a 25.0% upward or downward move in interest rates. Interest rates are determined
by monetary policy and have been kept historically low due to quantitative easing and therefore we do not believe that interest rates will be as volatile
as share prices.
ii) Currency risk
The Company does not hold any significant assets or liabilities denominated in a currency other than sterling, the functional currency. The
transactions in foreign currency for the Company are highly minimal. Therefore, currency risk sensitivity analysis was not performed as the results
would not be significantly affected by movements in the value of foreign exchange rates.
iii) Cash flow interest rate risk
As the Company has no borrowings, it only has limited interest rate risk. The impact is on income and operating cash flow and arises from changes in
market interest rates. Some of the Company’s cash resources are placed in an interest paying current account to take advantage of preferential rates
and are subject to interest rate risk to that extent.
b) Credit risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Company.
The Company’s maximum exposure to credit risk is:
31 March
2025
£’000
31 March
2024
£’000
Loan stock investments – 750
Cash and cash equivalents 2,561 4,761
Trade and other receivables 122 281
2,683 5,792
Credit risk relating to loan stock investments in unquoted companies is considered to be part of market risk.
The Company’s cash balances at 31 March 2025 and 2024 were held in institutions currently rated A or better by Fitch. Given these ratings, the
Company does not expect any counterparty to fail to meet its obligations and therefore, no allowance for impairment is made for bank deposits.
c) Liquidity risk
The Directors consider that there is no significant liquidity risk faced by the Company. The Company maintains sufficient liquidity in cash and liquid
investments to pay accounts payable and accrued expenses. All liabilities are current and repayable upon demand.
14. Capital disclosures
The Company’s objective has been to maximise shareholder value from all assets, which in recent years has been to realise its portfolio at the most
advantageous time and reinvest the proceeds to grow shareholder value per share over the long-term.
The capital subscribed to the Company has been managed in accordance with the Company’s objectives. The available capital at 31 March 2025
is £96.6million (31 March 2024: £64.3 million) as shown in the Statement of Financial Position, which includes the Company’s share capital
andreserves.
The total amount of revenue reserve for the year is £18.061 million (2024: £18.566 million) which is fully distributable and can be utilised for any
futuredividends.
The Company has no borrowings and there are no externally imposed capital requirements other than the minimum statutory share capital
requirements for public limited companies.
48 Rockwood Strategic Plc
15. Related party transactions and transactions with the Investment Manager
The related parties of Rockwood Strategic Plc are its Directors, persons connected with its Directors and its Investment Manager and significant
shareholder Harwood Capital Management Limited (“The Harwood Group”) and its subsidiaries.
The Directors’ remuneration and their interest in the Company are disclosed in the Director’s remuneration review in the annual report.
As at 31 March 2025, the following shareholders of the Company that are related to Harwood had the following interests in the issued shares of the
Company as follows:
31 March 2025 31 March 2024
Harwood Holdco Limited 8,340,000 Ordinary Shares 8,340,000 Ordinary Shares
R Staveley 311,215 Ordinary Shares 321,380 Ordinary Shares
Investment Management (“IM”) Fees:
The total payable to Harwood is as follows:
31 March 2025 31 March 2024
Performance fee £1.09 million Nil
Management fee £0.89 million £0.05 million
Total £1.98 million £0.05 million
A monthly management fee of £10,000 (inclusive of VAT, if any) until the Company’s NAV equalled £60 million or higher (NAV threshold).
The NAV Threshold was met on 16 February 2024, since then, the IM has been entitled to a management fee of 1/12th of an amount equal to 1.0% of
the Net Asset Value before deduction of that month’s Investment Management Fee and before deduction of any accrued Performance Fees.
Performance Fees:
The Investment Manager will also be entitled to a performance fee equal to 10.0% of outperformance over the higher of a 6.0% per annum total return
hurdle and the high watermark. The 6.0% per annum compounding weekly and the performance fee will be calculated annually.
Provided that the Company’s average NAV is at or below £100 million, performance fees in any performance fee period will be capped at 3.0% of the
Company’s average NAV for the relevant performance fee period. In such instance, performance fees in excess of the 3.0% cap will not be paid and
will instead be deferred into the next performance fee period.
There are no other material related party transactions of which we are aware in the year ended 31 March 2025.
16. Subsequent events note
Share Issues:
The Company issued for cash 3,837,000 ordinary shares of 5 pence each from 1 April to 17 June 2025 from its block listing facility at an average price
of 265.07pence per share.
Notes to the Financial Statements (continued)
Overview Governance
Financial
Statements
Other
Information
49Rockwood Strategic Plc
Glossary/Alternative Performance
Measures (APMS)
AIC
The Association of Investment Companies.
Alternative performance Measures (APMs)
APMs are often used to describe the performance of investment
companies although they are not specifically defined under FRS 102.
The Directors assess the Company’s performance against a range
of criteria which are viewed as relevant to both the Company and its
market sector. APM calculations for the Company are shown below.
Cash Alternatives/Equivalent
Also known as cash equivalents. A class of investments considered
relatively low-risk because of their high liquidity, meaning they can be
quickly converted into cash.
CTA
Corporation Tax Act 2010.
Discount
The amount by which the market price per share of an investment trust
is lower than the net asset value per share. The discount is normally
expressed as a percentage of the net asset value per share.
Dividend
The portion of company net profits paid out to shareholders.
FCA
Financial Conduct Authority.
LSE
London Stock Exchange.
Market Capitalisation
The total value of a company’s equity, calculated by the number of
shares multiplied by their market price.
NAV
NAV stands for net asset value and represents shareholders’ funds.
Shareholders’ funds are the total value of a company’s assets at current
market value less its liabilities.
Ongoing charges ratio
A measure, expressed as a percentage of the average daily net asset
values during the year, of the regular, recurring annual costs of running
an investment company. This includes the Investment Management fee
and excludes any variable performance fees. In the last two years there
have been exceptional expenses, which will not be ongoing, associated
in 2024 with the Strategic Review and its related Extraordinary Meetings
and in 2024 associated with moving from the AIM to the Main Market of
the London Stock Exchange.
Ongoing charges is calculated on an annualised basis. This figure
excludes any portfolio transaction costs and may vary from period to
period. The calculation below is in line with AIC guidelines.
Year ended
31 March
2025
Investment management fee 889,000
Administrative expenses 711,000
Less: one off legal and professional fees (5,000)
Total (a) 1,595,000
Average cum income net asset value
throughout the period (b) 87,301,252
Ongoing expenses (c=a/b) (c) 1.83%
Premium
The amount by which the market price per share of an investment
trust exceeds the net asset value per share. The premium is normally
expressed as a percentage of the net asset value per share.
Total Return
A measure of performance that includes both income and capital
returns. This takes into account capital gains and reinvestment of
dividends paid out by the Company into its Ordinary Shares on the ex-
dividend date. This is calculated for both the Share Price and the Net
Asset Value.
Year ended
31 March
2025
NAV Total Return
NAV 31 March 2025 (a) 248.79
NAV 31 March 2024 (b) 206.04
Dividend reinvested (c) 0.60
Increase in NAV (d=a-b+c) (d) 43.35
Total Return (e=d/b) (e) 21.0%
Total Shareholder Return
Share price 31 March 2025 (a) 253.00
Share price 31 March 2024 (b) 210.00
Dividend reinvested (c) 0.60
Increase in share price (d=a-b+c) (d) 43.60
Total Return (e=d/b) (e) 20.8%
50 Rockwood Strategic Plc
Notice of Annual
General Meeting
NOTICE IS GIVEN that the Annual General
Meeting (“AGM”) of the Company will be held at
the offices of Harwood Capital Management
Limited, 6 Stratton Street, London W1J 8LD
at 11.30am on 29 July 2025 to consider the
following resolutions, of which resolutions 1 to
7 will be proposed as ordinary resolutions and
resolutions 8 to 11 will be proposed as special
resolutions:
Ordinary Resolutions
1. To receive the Annual Report and
Accounts for the year-ended 31 March
2025.
2. To receive and adopt the Directors’
Remuneration Report.
3. To re-elect Paul Dudley as a Director of the
Company.
4. To re-elect Noel Lamb as a Director of the
Company.
5. To re-elect Ken Lever as a Director of the
Company.
6. To reappoint MacIntyre Hudson LLP
(trading as MHA) as auditors to the
Company to hold office until the
conclusion of the next general meeting
at which accounts are laid before the
members and to authorise the Directors to
determine their fees.
7. THAT the Directors of the Company be
generally and unconditionally authorised
in accordance with section 551 of the
Companies Act 2006 (the Act) to exercise
all the powers of the Company to allot
shares in the Company or to grant rights
to subscribe for, or convert any security
into, shares in the Company (Rights) up to
an aggregate nominal amount of £703,801
during the period commencing on the
date of the passing of this resolution and
expiring at the conclusion of the next
AGM of the Company or 15 months from
the passing of this resolution, whichever
is earlier, and provided further that the
Company shall be entitled before such
expiry to make an offer or agreement
which would or might require shares to be
allotted or Rights to be granted after such
expiry and the Directors shall be entitled
to allot shares and grant Rights under such
offer or agreement as if this authority had
not expired.
Special Resolutions
8. THAT, subject to and conditional upon
the passing of resolution 7 above, the
Directors of the Company be empowered
under section 570 of the Companies Act
2006 (the Act) to allot equity securities
(within the meaning of section 560 of
the Act) for cash and/or to sell or transfer
shares held by the Company in treasury
(as the Directors shall deem appropriate)
under the authority conferred on them
under section 551 of the Act by resolution
8 above as if section 561(1) of the Act did
not apply to any such allotment provided
that this power shall be limited to:
(a) the allotment of equity securities in
connection with any rights issue or other
pro-rata offer in favour of the holders of
Ordinary Shares in the Company where the
equity securities respectively attributable
to the interests of all such holders of
shares are proportionate (as nearly as
may be) to the respective numbers of
shares held by them, provided that the
Directors of the Company may make such
arrangements in respect of overseas
holders of shares and/or to deal with
fractional entitlements as they consider
necessary or convenient; and
(b) the allotment (otherwise than under
sub-paragraph (a) above) of equity
securities and/or the sale or transfer of
shares held by the Company in treasury
(as the Directors shall deem appropriate)
up to an aggregate nominal amount of
£213,273 (representing approximately
10.0% of the ordinary share capital of the
Company at the latest practicable date
before publication of this Notice).
and this authority shall expire at the conclusion
of the next AGM of the Company or 15 months
from the passing of this resolution, whichever
is earlier, that the Company may before such
expiry make offers or agreements which
would or might require equity securities to be
allotted after such expiry and the Directors of
the Company may allot equity securities under
such offers or agreements as if the power
conferred by this resolution had not expired
and provided further that this authority shall be
in substitution for, and to the exclusion of, any
existing authority conferred on the Directors.
Overview Governance
Financial
Statements
Other
Information
51Rockwood Strategic Plc
9. THAT, subject to and conditional upon
the passing of resolution 7 above, and
in addition to the authority granted in
resolution 8, the Directors of the Company
be empowered under section 570 of the
Companies Act 2006 (the Act) to allot
equity securities (within the meaning
of section 560 of the Act) for cash and/
or to sell or transfer shares held by the
Company in treasury (as the Directors shall
deem appropriate) under the authority
conferred on them under section 551 of
the Act by resolution 8 above as if section
561(1) of the Act did not apply to any such
allotment provided that this power shall be
limited to:
(a) the allotment of equity securities in
connection with any rights issue or other
pro-rata offer in favour of the holders of
Ordinary Shares in the Company where the
equity securities respectively attributable
to the interests of all such holders of
shares are proportionate (as nearly as
may be) to the respective numbers of
shares held by them, provided that the
Directors of the Company may make such
arrangements in respect of overseas
holders of shares and/or to deal with
fractional entitlements as they consider
necessary or convenient; and
(b) the allotment (otherwise than under
sub-paragraph (a) above) of equity
securities and/or the sale or transfer of
shares held by the Company in treasury
(as the Directors shall deem appropriate)
up to an aggregate nominal amount of
£213,273 (representing approximately
10.0% of the ordinary share capital of the
Company at the latest practicable date
before publication of this Notice).
and this authority shall expire at the conclusion
of the next AGM of the Company or 15 months
from the passing of this resolution, whichever
is earlier, provided that the Company may
before such expiry make offers or agreements
which would or might require equity securities
to be allotted after such expiry and the
Directors of the Company may allot equity
securities under such offers or agreements
as if the power conferred by this resolution
had not expired and provided further that this
authority shall be in substitution for, and to the
exclusion of, any existing authority conferred
on the Directors.
10. THAT, the Company be generally and
unconditionally authorised to make
market purchases (as defined in the
Companies Act 2006) of Ordinary Shares
in the capital of the Company (Ordinary
Shares) on such terms and in such manner
as the Directors may from time to time
determine, provided that:
(a) the maximum number of Ordinary Shares
authorised to be purchased shall be
6,398,199;
(b) the minimum price which may be paid for
an Ordinary Share is the nominal value
of an Ordinary Share at the time of the
purchase;
(c) the maximum price which may be paid
for an Ordinary Share is an amount equal
to 105.0% of the average of the middle
market quotations for an Ordinary Share
(as derived from the Daily Official List)
for the five business days immediately
preceding the date on which the Ordinary
Share is contracted to be purchased;
(d) the minimum and maximum prices
per Ordinary Share referred to in sub-
paragraphs (b) and (c) of this resolution are
in each case exclusive of any expenses
payable by the Company.
(e) the authority conferred by this resolution
shall expire at the end of the AGM in
2026 or 15 months from the passing of
this resolution, whichever is earlier, if
unless such authority is varied, revoked
or renewed prior to such time by the
Company in general meeting; and
(f) the Company may make a contract to
purchase Ordinary Shares under the
authority hereby conferred prior to the
expiry of such authority which will or may
be completed wholly or partly after the
expiration of such authority.
11. That a general meeting other than an
Annual General Meeting may be called on
not less than 14 clear days’ notice during
the period from the date of the passing
of this resolution until the conclusion of
the next Annual General Meeting of the
Company.
By order of the Board
Ben Harber
Company Secretary
17 June 2025
Registered Office: C/O Arch Law, Floor 2,
8 Bishopsgate, London EC2N 4BQ
52 Rockwood Strategic Plc
Notice of Meeting Notes:
The following notes explain your general rights as a
shareholder and your right to attend and vote at this
Meeting or to appoint someone else to vote on your
behalf.
1. To be entitled to attend and vote at the Meeting
(and for the purpose of the determination by the
Company of the number of votes they may cast),
shareholders must be registered in the Register
of Members of the Company at close of trading
on Friday, 25 July 2025. Changes to the Register
of Members after the relevant deadline shall be
disregarded in determining the rights of any
person to attend and vote at the Meeting.
2. Shareholders, or their proxies, intending to
attend the Meeting in person are requested, if
possible, to arrive at the Meeting venue at least
20 minutes prior to the commencement of the
Meeting at 9.40am (UK time) on Tuesday, 29 July
2025 so that their shareholding may be checked
against the Company’s Register of Members and
attendances recorded.
3. Shareholders are entitled to appoint another
person as a proxy to exercise all or part of
their rights to attend and to speak and vote on
their behalf at the Meeting. A shareholder may
appoint more than one proxy in relation to the
Meeting provided that each proxy is appointed
to exercise the rights attached to a different
Ordinary Share or Ordinary Shares held by that
shareholder. A proxy need not be a shareholder
of the Company.
4. In the case of joint holders, where more than
one of the joint holders’ purports to appoint a
proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority
is determined by the order in which the names
of the joint holders appear in the Company’s
Register of Members in respect of the joint
holding (the first named being the most senior).
5. A vote withheld is not a vote in law, which
means that the vote will not be counted in the
calculation of votes for or against the resolution.
If no voting indication is given, your proxy
will vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from
voting) as he or she thinks fit in relation to any
other matter which is put before the Meeting.
6. You can vote either:
Æ electronically via the Investor Centre app or
web browser at https://uk.investorcentre.
mpms.mufg.com/.
Æ You may request a hard copy form
of proxy directly from the registrars,
MUFG Corporate Markets, on Tel:
0371 664 0300. Calls are charged at
the standard geographic rate and will
vary by provider. Calls outside the
United Kingdom will be charged at the
applicable international rate. Lines are
open between 09:00 – 17:30, Monday
to Friday excluding public holidays in
England and Wales. Alternatively, you
can email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.
com.
Æ in the case of CREST members, by utilising
the CREST electronic proxy appointment
service in accordance with the procedures
set out below.
Æ if you are an institutional investor, you may
also be able to appoint a proxy electronically
via the Proxymity platform, a process
which has been agreed by the Company
and approved by the Registrar. For further
information regarding Proxymity, please go
to www.proxymity.io. Your proxy must be
lodged by 11.30am on Friday, 25 July 2025
in order to be considered valid or, if the
meeting is adjourned, by the time which is
48 hours before the time of the adjourned
meeting. Before you can appoint a proxy
via this process you will need to have
agreed to Proxymity’s associated terms
and conditions. It is important that you
read these carefully as you will be bound
by them and they will govern the electronic
appointment of your proxy. An electronic
proxy appointment via the Proxymity
platform may be revoked completely by
sending an authenticated message via the
platform instructing the removal of your
proxy vote;
In order for a proxy appointment to be valid
a form of proxy must be completed. In each
case the form of proxy must be received by
by MUFG Corporate Markets, PXS1, Central
Square, 29 Wellington Street, Leeds LS1 4DL by
11.30am on Friday, 25 July 2025.
Shareholders can vote electronically via the
Investor Centre, a free app for smartphone and
tablet provided by MUFG Corporate Markets (the
Company’s registrar). It allows you to securely
manage and monitor your shareholdings in
real time, take part in online voting, keep your
details up to date, access a range of information
including payment history and much more. The
app is available to download on both the Apple
App Store and Google Play, or by scanning the
relevant QR code below. Alternatively, you may
access the Investor Centre via a web browser at:
https://uk.investorcentre.mpms.mufg.com/.
7. If you return more than one proxy appointment,
either by paper or electronic communication,
the appointment received last by the Registrar
before the latest time for the receipt of proxies
will take precedence. You are advised to read
the terms and conditions of use carefully.
Electronic communication facilities are open to
all shareholders and those who use them will not
be disadvantaged.
8. The return of a completed form of proxy,
electronic filing or any CREST Proxy Instruction
(as described in note 11 below) will not prevent
a shareholder from attending the Meeting and
voting in person if he/she wishes to do so.
As mentioned above, the Company advises
shareholders to vote electronically, or to appoint
the Chair as their proxy as physical attendance
in person may now be permitted.
9. CREST members who wish to appoint a proxy
or proxies through the CREST electronic proxy
appointment service may do so for the Meeting
(and any adjournment of the Meeting) by using
the procedures described in the CREST Manual
(available from www.euroclear.com)). CREST
Personal Members or other CREST sponsored
members, and those CREST members who
have appointed a service provider(s), should
refer to their CREST sponsor or voting service
provider(s), who will be able to take the
appropriate action on their behalf.
10. In order for a proxy appointment or instruction
made by means of CREST to be valid, the
appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in
accordance with Euroclear UK & International
Limited’s specifications and must contain the
information required for such instructions, as
described in the CREST Manual. The message
must be transmitted so as to be received by
the issuer’s agent (ID RA10) by 11.30am on
Friday, 25 July 2025. For this purpose, the time
of receipt will be taken to mean the time (as
determined by the timestamp applied to the
message by the CREST application host) from
which the issuer’s agent is able to retrieve the
message by enquiry to CREST in the manner
prescribed by CREST. After this time, any
change of instructions to proxies appointed
through CREST should be communicated to the
appointee through other means.
11. CREST members and, where applicable, their
CREST sponsors or voting service providers
should note that Euroclear UK & International
Limited does not make available special
procedures in CREST for any particular
message. Normal system timings and
limitations will, therefore, apply in relation to
the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned
to take (or, if the CREST member is a CREST
personal member, or sponsored member, or
has appointed a voting service provider(s),
to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as
shall be necessary to ensure that a message
is transmitted by means of the CREST system
by any particular time. In this connection,
CREST members and, where applicable, their
CREST sponsors or voting system providers are
referred, in particular, to those sections of the
CREST Manual concerning practical limitations
of the CREST system and timings. The Company
may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)
(a) of the Uncertificated Securities Regulations
2001.
Notice of Annual General Meeting (continued)
Overview Governance
Financial
Statements
Other
Information
53Rockwood Strategic Plc
12. Any corporation which is a shareholder can
appoint one or more corporate representatives
who may exercise on its behalf all of its powers
as a shareholder provided that no more than one
corporate representative exercises powers in
relation to the same shares.
13. As at 16 June 2025 (being the latest practicable
business day prior to the publication of this
Notice), the Company’s ordinary issued share
capital consists of 42,654,663 Ordinary Shares,
carrying one vote each. Therefore, the total
voting rights in the Company as at 16 June 2025
are 42,654,663.
14. Any shareholder attending the Meeting has
the right to ask questions. The Company must
cause to be answered any such question
relating to the business being dealt with at
the Meeting but no such answer need be given
if: (a) to do so would interfere unduly with the
preparation for the Meeting or involve the
disclosure of confidential information; (b) the
answer has already been given on a website in
the form of an answer to a question; or (c) it is
undesirable in the interests of the Company or
the good order of the Meeting that the question
be answered.
15. The following documents are available for
inspection during normal business hours at
the registered office of the Company on any
business day from the date of this Notice
until the time of the Meeting and may also be
inspected at the Meeting venue, as specified
in this Notice, from 10am am on the day of the
Meeting until the conclusion of the Meeting:
copies of the Directors’ letters of appointment
or service contracts.
16. You may not use any electronic address (within
the meaning of Section 333(4) of the Companies
Act 2006) provided in either this Notice or any
related documents (including the form of proxy)
to communicate with the Company for any
purposes other than those expressly stated.
A copy of this Notice, and other information required
by Section 311A of the Companies Act 2006, can be
found on the Company’s website.
54 Rockwood Strategic Plc
Corporate
Information
Directors
N Lamb (Chairman)
P Dudley
K Lever
Company Secretary (up to 18 June 2025)
SGH Company Secretaries Limited
6th Floor
60 Gracechurch Street
London
EC3V 0HR
Company Secretary (from 19 June 2025)
Ben Harber
Woodham Corporate Services Limited
31 Orchard Avenue
Woodham
Addlestone
Surrey
KT15 3EA
Registered Office (up to 18 June 2025)
6th Floor
60 Gracechurch Street
London
EC3V 0HR
Registered Office (from 19 June 2025)
C/O Arch Law Limited
Floor 2
8 Bishopsgate
London
EC2N 4BQ
Investment Manager
Harwood Capital LLP until 31 March 2025
6 Stratton St
London
W1J 8LD
Rockwood Asset Management (a trading name
of Harwood Private Capital LLP which is part of
the Harwood Capital Group) – from 1 April 2025.
Bankers
Caceis Bank
UK Branch
Broadwalk House
5 Appold Street
London
EC2A 2DA
Solicitors
Shoosmiths LLP
1 Bow Churchyard
London
EC4M 9DQ
Auditor
MHA
Building 4
Foundation Park
Roxborough Way
Maidenhead
SL6 3UD
Registrars
MUFG Corporate Markets
Central Square
29 Wellington St
Leeds
LS1 4DL
Financial Advisor and Broker
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Please contact a member of the Rockwood
Strategic team if you wish to discuss your
investment or provide feedback on this
document. Rockwood Strategic is committed
to meeting the needs and expectations
of all stakeholders and welcomes any
suggestions to improve its service delivery.
https://www.rockwoodstrategic.co.uk/
Overview Governance
Financial
Statements
Other
Information
55Rockwood Strategic Plc
Notes
56 Rockwood Strategic Plc
Notes
Overview Governance
Financial
Statements
Other
Information
57Rockwood Strategic Plc
