REG - Gresham House Strtgc - Results of General Meeting - Amendment

Rockwood StrategicAnnouncement

16/12/2021 07:00

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RNS Number : 8130V  Gresham House Strategic PLC  16 December 2021

16 December 2021

GRESHAM HOUSE STRATEGIC PLC

(The "Company")

Results of Requisitioned General Meeting

Correction

This announcement corrects an incorrect Ex date in respect of the Initial
Return of Capital pursuant to the B Share Scheme to Thursday 16 December 2021.

The Company announces that at the Requisitioned General Meeting ("GM") held
earlier today, all the resolutions put to Shareholders were passed by the
requisite majority.

As a result, the Company will establish a B Share Scheme (as defined in the
circular to Shareholders dated 29 November 2021 (the "Circular")) and arrange
for the issue and redemption of such B Shares (as detailed further below) and
the implementation of the Tender Offer (the results of which will be announced
separately on 20 December 2021).

Defined terms have the meaning given to them in the Circular.

Resolutions 1 to 5 were passed as ordinary resolutions and Resolutions 6 to 9
were passed as special resolutions. The results of the combined proxy and poll
votes received were as follows:

 Resolution                                                                      For        %       Against  %

                                                                                                                    Withheld
 1.        That, the Company immediately returns the cash on its balance         2,026,998  93.00%  152,482  7.00%  875
 sheet (including the proceeds arising from the disposal of its interest in
 Augean plc) to existing Shareholders.

 
 2.        That, the Company shall commence the complete realisation of          2,026,821  93.00%  152,659  7.00%  875
 the Company's assets to maximise the value of its assets for the benefit of
 all Shareholders, with such realisation and return of capital to Shareholders
 to be completed within 24 months of this General Meeting.

 
 3.        That, the Company adopt the New Investment Policy in                  2,035,017  93.28%  146,648  6.72%  875
 substitution for the Current Investment Policy.

 
 4.        That, the directors be authorised to capitalise the amount            2,034,831  93.27%  146,833  6.73%  876
 standing to the credit of the Company's share premium account for the purpose
 of issuing the B Shares.
 5.        To authorise the allotment and issue of the B Shares.                 2,034,831  93.27%  146,833  6.73%  876
 6.        To adopt the New Articles of Association in substitution for,         2,034,512  93.26%  147,152  6.74%  876
 all existing articles of association of the Company.
 7.        To authorise the Company to make market purchases of the              2,045,388  93.75%  136,277  6.25%  875
 Shares in connection with the Tender Offer.

 
 8.        To authorise the cancellation in full of the Company's                2,034,831  93.27%  146,833  6.73%  876
 capital redemption reserve and any share premium reserve remaining.

 
 9.        To authorise the Company to make market purchases of the              2,045,554  93.76%  136,111  6.24%  875
 Shares in connection with Future Tender Offers.

 

 

Notes:

1.    Any proxy appointments giving discretion to the Chairman of the
Meeting have been included in the "For" total.

2.    Votes "For" and "Against" any resolution are expressed as a
percentage (rounded to two decimal places) of votes validly cast for that
resolution.

3.    A vote "Withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.

4.    The Company's total ordinary shares in issue (total voting rights) as
at 15 December 2021 was 3,480,884 ordinary shares of 50 pence each. Ordinary
shareholders are entitled to one vote per ordinary share held.

B Share Scheme

Pursuant to the authority received from Shareholders at the GM, the Board has
resolved to return £10,442,652 to Shareholders via an issue and redemption of
B Shares.

B Shares of £1 each will be paid up from capital and issued to all
Shareholders by way of a bonus issue pro-rata to their holding of Shares on
the basis of three B Shares for every one Share held at the Record Date of
6:00 p.m. on 15 December 2021. The B Shares will be issued on 16 December 2021
and immediately redeemed at £1 per B Share. The Redemption Date for the B
Shares in respect of the Initial Return of Capital is 16 December 2021. The
proceeds from the redemption of the B Shares, which is equivalent to 100 pence
per B Share, will be sent to Shareholders through CREST to uncertificated
Shareholders or via cheque to certificated Shareholders. The Initial Return of
Capital pursuant to the B Share Scheme represents approximately 16 per cent.
of the Company's Net Asset Value as at 19 November 2021, being the latest
published Net Asset Value prior to the publication of the Circular.

Timetable

It is expected that the timetable will be as follows:

 Record Date in respect of Initial Return of Capital pursuant to B Share Scheme  6.00 p.m. on 15 December 2021
 Ex date in respect of Initial Return of Capital pursuant to B Share Scheme      16 December 2021
 Redemption Date in respect of Initial Return of Capital pursuant to B Share     16 December 2021
 Scheme
 Payment date for CREST                                                          30 December 2021
 Dispatch of cheques in respect of certificated holders                          30 December 2021

All redemption payments will be paid gross of tax.

Simon Pyper, Interim Chairman of Gresham House Strategic plc, commented:

"We have today asked shareholders to approve plans for a managed wind-down of
the Company, and a return of capital, as the board set out in our Notice of
General Meeting two weeks ago.  This followed the indication of substantial
shareholder support for that approach.  A majority of shareholders have today
voted in support of these plans. The board would like to thank all our
shareholders for their engagement.  We will now proceed with these plans to
return capital, with the support of Harwood Capital, our new investment
manager"

For further information, please contact:

 Gresham House Strategic plc

 Interim Chairman             Simon Pyper       Simon.pyper@me.com

 finnCap

 Nominated Adviser            Carl Homes        020 7220 0500

 Joint Broker                 William Marle

                              Mark Whitfeld

 Panmure Gordon (UK) Limited

 Joint Broker                 Tom Scrivens      020 7886 2500

                              Michael Bateman

 KL Communications            Charles Gorman    020 3995 6673

                              Will Sanderson

 

 

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