REG - Rockwood Strategic - Interim results
19/11/2024 07:00
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RNS Number : 6842M Rockwood Strategic PLC 19 November 2024
Rockwood Strategic Plc
("RKW or the "Company")
Interim results for the six months to 30 September 2024
Rockwood Strategic Plc (LSE: RKW) is pleased to announce its unaudited results
for the six months ended 30 September 2024 (the "Period").
Highlights for the period:
§ Net Asset Value (NAV) Total Return in the period of 22.9% to 252.55p/share
which compares to a decline in the FTSE AIM All Share Index of -0.4% and an
increase in the FTSE Small Cap (ex-ITs) Index of 13.2%. Total Shareholder
Return in the Period was 21.7%.
§ NAV Total Return performance in the year to 30th September 2024 of 36.7% which
compares to the FTSE AIM All Share Index of 2.0% and the FTSE Small Cap
(ex-ITs) Index of 17.9%. The Total Shareholder Return in the same one year
period was 44.0%.
§ NAV Total Return performance in the three years to 30th September 2024 of
48.5% which compares to declines in the FTSE AIM All Share Index of -40.5% and
the FTSE Small Cap (ex-ITs) Index of -5.8%. The Total Shareholder Return in
the same three-year period was 68.0%.
§ No. 1 UK Small Companies fund over the last 1, 3 and 5 years by Net Asset
Value Total Return and Total Shareholder Return ('TSR') per the association of
Investment Companies (UK domiciled) to the end of the period.
§ New shares issued via our block listing programme at a small premium to Net
Asset Value, growing the shareholder base by 10.4%, raising £8.0m in the
period and £16.7m in the last 12 months.
§ Net cash of £3.0m at the end of the Period (representing 3.4% of NAV).
§ Four new investments were made across a range of industry sectors and two new
modest equity investments provided. Post period end Pressure Technologies Plc
completed the sale of its PMC division resulting in the payback of our
'bridging' loan to the company, delivering an IRR of 20% on the investment.
§ Three holdings were exited: Young & Co's Brewery Plc, the shares having
been received as part of the takeover of The City Pub Group Plc, from which a
total gain of £2.9m has been realised delivering a money multiple of 2.3x and
a 59.4% IRR. Hostmore Plc went into administration resulting in a loss of
£1.6m. We also exited a very small position in Dianomi plc, which we were
unable to scale, delivering an IRR of 11.4%.
Noel Lamb, Chairman of Rockwood Strategic Plc, commented:
"Performance during the period materially exceeded our target returns and
relevant market indices. I am delighted that we have continued to grow and
gain further investor support for this differentiated strategy during a period
where outflows from UK equities have generally continued. The Board is
delighted that Rockwood Strategic has deservedly won the UK Smaller Companies
Citywire Investment Trust Award 2024."
Richard Staveley, Fund Manager, Harwood Capital, commented:
"There is much to distract the modern stock market investor and a 'wall of
worry' appears to prevail. However, the UK has been one of the clear winners
during the last 6 months; quietly, with limited fanfare, 'the wall' is being
climbed. Stock-picking at Rockwood Strategic remains laser focused on the key
drivers of our target returns: undervaluation, material self-help driven
profit recovery potential and identifiable catalysts - accompanied by a good
dose of patience and some constructive stakeholder engagement. It is paying
off as we exceed our target returns and, currently, our relevant peers and
indices."
The full version of the RKW interim report will be available on its website
shortly at www.rockwoodstrategic.co.uk (http://www.rockwoodstrategic.co.uk)
For further information, please contact:
Rockwood Strategic
Plc
Noel Lamb noellamb@finnebrogue.co.uk
Chairman
Harwood Capital LLP Christopher Hart 020 7640 3200
Investment Manager
Singer Capital Markets Advisory LLP James Maxwell 020 7496 3000
Broker James Fischer
About Rockwood Strategic Plc
Rockwood Strategic plc ("RKW") is an Investment Trust managed by Harwood
Capital LLP, listed on the premium segment of 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.
About Harwood
Harwood Capital LLP ("HC LLP") was incorporated in 2003 and is the Investment
Manager for Rockwood Strategic Plc and Harwood Private Clients. HC LLP 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.
Chairman's Statement for the half year to 30 September 2024
There is no doubt this Interim Report details yet another very strong period
of outperformance from Rockwood Strategic. Indeed, the portfolio continues to
well exceed our target 15% Internal Rate of Return (IRR) over three to five
years. Net Asset Value (NAV) Total Return in the period increased a
substantial 22.9% to 252.55p/share which outperformed a decline in the FTSE
AIM All Share Index of -0.4% and the FTSE Small Cap (ex-ITs) of +13.2%.
While UK stock market returns have been improving during the first half of our
financial year, the AIM market stands out as being more challenged. The
opportunities for this strategy are targeted in sub-£250million market
capitalisation companies, where we believe the market inefficiencies are
greatest and the majority of this universe is listed on AIM. However, the
manager has built a portfolio across main and AIM markets with approximately a
third of NAV in AIM shares representing less than half of all holdings. In
short our stock-picking approach has been able to navigate a challenging
environment, indeed three of the four new holdings established in the period
are listed on the main market. Notwithstanding this, a difficult AIM market is
likely to create opportunities for our investment approach. Whilst the reduced
incentives to invest in the AIM market cannot be viewed positively, the new
government's post period end budget has at least delivered clarity over the
tax outlook and did not, which the market was clearly worried about, remove
AIM reliefs entirely. I am also delighted to report that during the period we
continued to issue new shares via our block listing programme at a small
premium to Net Asset Value, growing the shareholder base for our proven and
differentiated strategy by 10.4%. This was facilitated by our Prospectus
issued in August and represents a beacon of optimism within both the UK equity
and the wider Investment Trust sectors. New shareholders are a healthy mix of
wealth managers, professional and individual investors and family offices. To
remind shareholders, a larger fund will benefit shareholders by allowing the
investment team to widen its practical universe for establishing influential
stakes in companies under £250m market capitalisation and will of course lead
to cost benefits with improved scale.
The period was characterised by the beginning of Central Bank cuts to interest
rates across the world and the British General Election result. The former has
typically been supportive for UK small company share performance and the
latter a change in governing party for the first time since 2010. Our
companies have a domestic bias, yet in many cases have important profit
contribution and potential from overseas. However, as the investment manager
details in their report, the primary driver for profit growth in our usual
investment time horizon is self-help and better operational execution, leading
to substantially improved profit margins and free cash flow generation.
Noel Lamb
Chairman, Rockwood Strategic Plc
18 November 2024
Investment Manager's Report
Introduction
During the 6-month period to 30 September we increased the number of holdings
to twenty-two, alongside adding to a number of existing holdings, as the UK
stock market provided the opportunity to purchase investments we believe will
at least meet our 15% IRR criteria over the next 3-5 years. Stock specific
risk and hence stock specific returns are the primary factors producing the
NAV result for the period. We now have 7 'Core' holdings (target 5-10) and 14
'Springboard / opportunities' (target 10-25) with the top ten holdings
accounting for 67% of NAV at period end. Net cash was £3m at the end of the
period, representing 3.4% of NAV.
We continue to identify companies which will benefit from operational,
strategic or management initiatives. The stock market valuations for these
companies are usually depressed as they have fallen out of favour due to
reduced profitability, strategic error or poor management. All of these can be
reversed, typically generating significant shareholder value recovery.
However, the current market backdrop is providing even greater valuation
anomalies; time horizons seem to be shortening and many investment funds are
experiencing outflows. Our approach of engaging with stakeholders alongside
our own material shareholding is differentiated and proving effective.
Market Commentary
The last six months has been characterised by a number of key developments.
Firstly, interest rates have started falling across key economies, with the UK
rate dropping to 5%. This was a result of clear survey evidence that inflation
has been falling towards target levels. Secondly, 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. Sterling has strengthened. UK equities have, with the exception
of AIM, been rising, despite consistent investor outflows. AIM's weakness
appears linked to concerns about potential changes to taxation policy in the
UK which could weaken AIM's appeal.
Conflict continues in Ukraine and has escalated in the Middle East, where in
both cases regional actors are supported by the world's major powers without
meaningful direct involvement, to date. The oil price during the period
softened as expectations for the severity of a globally coordinated slow down
waxed and waned. Huge fiscal stimulus in the United States has continued, as
the candidates for the next President evolved, whilst China ended the period
with a large step-up in stimulus aimed at its sluggish economy. A bout of
heightened volatility in thin summer markets caused big moves in Japan and
risk assets, but highlighted the folly of short-term reactionary behaviour as
UK indices recovered quickly.
The IPO market remains basically moribund. However, merger and acquisition
activity remained strong with 29 deals over £100m equity value launched since
April as savvy trade buyers and private equity firms exploit the liquidity
hungry, redemption heavy UK equity market. During the period this was mainly
experienced in larger listed companies, Rockwood Strategic not benefiting from
any approaches.
We stated in previous reports that we would anticipate limited sustained
market recovery until 'core' inflation was demonstrably falling and the market
could have real confidence to anticipate the commencement of monetary easing.
This is now occurring with despite, it appears, limited media coverage, which
is focused on investor, entrepreneur and business concerns over possible tax
changes to the successful deployment of risk capital. We believe the portfolio
holdings are deeply undervalued, almost all are very well financed, all have
the potential for operational improvements and strategic improvements too
which can drive shareholder value irrespective of the doom and gloom. We see a
sluggish economic outlook at best, with the 'crowding in' of private
investment a tricky policy setting, taxation levels reaching possible 'fiscal
dominance' and little help from a challenged European economy, slowing US and
troubled Chinese situation. This will not make life easy for our portfolio
holdings, but they are far more dependent on their own improved execution,
efficiency and sound management, which gives us confidence that relatively
recent management changes and strategic catalysts will continue to result in
us achieving our target returns for shareholders.
Portfolio performance
The portfolio is concentrated and therefore it should be expected that over
any shorter period, such as a year, a dominant stock or two will drive
performance.
Performance 1 Year 3 Year
(all indices are excluding investment trusts) H1 2024 to 30 Sept to 30 Sept
RKW TSR1(1) 21.7% 44.0% 68.0%
RKW NAV Total Return1(1) 22.9% 36.7% 48.5%
FTSE Small Cap Total Return (SMXX) 13.2% 17.9% (5.8)%
FTSE AIM All Share Total Return (TAXXG) (0.4%) 2.0% (40.5%)
FTSE All Share Total Return (ASX) 6.1% 13.4% 23.9%
Source: Bloomberg and Company as at 30 September 2024
NAV growth during the period was driven by a number of holdings, but in
particular Funding Circle Plc which positively reacted to our constructive
engagement with the company leading to a number of actions which have
catalysed a recovery in its share price from depressed levels. Secondly,
Filtronic, which announced a strategic partnership accompanied by significant
orders with SpaceX, delivered material upgrades to market profit expectations
and longer-term strategic value. RM Group Plc also performed very well after
its financial results indicated stability was returning under the new
management team and a material order was announced with the International
Baccalaureate organisation for its exam assessment division.
New holding Capita plc (see below) announced the very positive £180m sale of
Capita One Ltd almost eradicating its net debt, the shares rallying on this
news which was not dissimilar in nature to James Fisher & Sons Plc which
disposed of RMS Pumptools for £90m, again reducing its level of debt and
allowing a re-financing with its banks. Both stocks have fundamentally
de-risked as a result. Finally Galliford Try performed particularly well in
response to the release of new medium-term financial targets and excellent
financial results.
The main negative contributors were Hostmore, Argentex, Centaur Media and
Pressure Technologies. In the former, our thesis was that new management would
improve operational performance leading to a gradual reduction in higher debt
levels which if achieved could have delivered at least a 5x money multiple
return. Overall, the portfolio has limited exposure to leveraged investments,
but in this case we believed the risk was worth the potential return from a
highly operational and financially geared well known casual dining brand.
However, the extremely difficult trading conditions that the business has had
to deal with during a very wet summer ultimately were too much and we have
realised a painful loss, only partly mitigated by our position sizing, due to
elevated risk, which limited the impact at an overall portfolio level.
At Argentex the company has undergone a strategic, management and profit
reset. The latter has been partly due to external conditions but mainly due to
a need for higher levels of investment to drive value in the group
medium-term. If the new team are able to recover profitability after their
investment phase, we would still expect to generate our target returns. At
Centaur Media Plc, a takeover approach for the business was withdrawn and
subsequently trading has been weak in their Xeim division. Post-period end
Richard Staveley resigned as a Non-executive Director enabling the appointment
of a new Chairman who has Harwood's full support. The business has net cash
and two profitable divisions addressing separate industry verticals. Finally,
Pressure Technologies Plc has experienced project delays and some operational
difficulties in its Chesterfield Special Cylinders division resulting in lower
market profit expectations. However, subsequent to period end the PMC division
has been sold, leaving the business focused and with net cash.
Portfolio highlights & investment activity
The period ended with 22 holdings, of which the top 10 constitute 67% of NAV.
Top ten shareholdings Shareholding in company Portfolio
(30 September 2024) £m NAV
Funding Circle Plc 12.4 2.7% 14.2%
RM Group Plc 9.2 14.3% 10.6%
Filtronic Plc 6.8 4.6% 7.8%
Trifast Plc 6.3 5.9% 7.2%
M&C Saatchi Plc 5.4 2.5% 6.3%
James Fisher & Sons Plc 4.4 2.5% 5.1%
STV Group Plc 3.7 3.2% 4.3%
Galliford Try Plc 3.5 1.1% 4.1%
Flowtech Fluidpower Plc 3.5 6.1% 3.9%
Capita plc 3.4 1.1% 3.9%
Other investments (11) 25.4 - 29.2%
Cash and other working capital items 3.0 - 3.4%
Total NAV 87.0 100.0%
Key developments:
· Funding Circle Plc (Platform facilitating lending to small and medium
sized enterprises): In May the company announced a £15m cost saving programme
and a new Finance Director. In June the sale of the loss-making US operations
for cash consideration of £33m was completed. In September Interim results
were ahead of expectations, reaching profitability for the first time as sales
grew by 12% on H2 2023. A further £25m share buyback was announced and
medium-term targets of 15% PBT margins and 15-30% revenue growth reiterated.
We commenced buying Funding Circle for the strategy in January at 33.7p. It
closed the period at 137.5p. On current market expectations, the shares were
valued on an EV/Ebitda of 7.6x for their financial year 2025, at period end.
· RM Group Plc (Education market services): In May a contract extension
and expansion to transform delivery of The International Baccalaureate's
Diploma and Career-Related Programmes as digital assessments was announced,
reinforcing their Assessment division's world class credentials. In July
in-line Interim results were announced with good early progress on the new
strategic plan set out in March. Debt remains elevated, however we anticipate
a re-focusing of the group as the revitalised senior management team start to
deliver on its restructuring and as such increased our Harwood holding to over
15% of the company. We commenced buying RM for the strategy in September 2002
at 26.7p. It closed the period at 77p. On current market expectations, the
shares were valued on a PE of 10.3x for their financial year 2025, at period
end.
· Filtronic Plc (IT hardware components based on Radio Frequency
technology): In April their trading update significantly upgraded 2024 and
2025 market expectations. This coincided with the SpaceX strategic agreement
which resulted in material new orders for the group from the Starlink
satellite network and the potential issuance, subject to further orders, of up
to 10% of Filtronic equity to SpaceX at 33p. Winning the King's Award for
Innovation was quickly followed up by a further positive trading update in
June and additional contract awards. July's final results revealed sales up
56%, Ebitda up 277%, and significant cash balances. Clearly a strong position
for the new CEO to arrive to and subsequently the decision has been made to
move to larger new premises to cope with the bow wave of expected future
demand. We commenced buying Filtronic for the strategy in May 2023 at 12p. It
closed the period at 67.5p. On current conservative market expectations, the
shares were valued on an EV/Ebitda of 15.6x for their financial year 2025,
with almost no growth forecast for 2026, at period end.
· Trifast Plc (Industrial and consumer fasteners): In April the company
updated that subdued demand conditions were being experienced across the group
but results were expected to be marginally ahead of guidance. The year should
be helped by the operational improvement plan which is streamlining
activities, particularly in the UK. We were pleased to see strong reductions
of bloated stock levels, improving the net debt position. Further developments
include the appointment of a new CFO and the alignment to shareholder value
creation from a new management incentivisation plan which fully vests at 140p.
This is the last position to fill having also had a Chair and CEO change and
the appointment of a Harwood representative as NED since our initial purchase.
We now expect a period of financial delivery from the group as 2024 produced
an Ebit margin of 5.1% and a depressed ROCE of 5.7%, we expect an eventual
recovery to 10%, yet are cognisant end markets currently remain weak. We
commenced buying Trifast for the strategy in August 2023 at 71.4p. It closed
the period at 78.4p. Harwood own c. 14% of the company. On current market
expectations, the shares were valued on a PE of 9.6x for their financial year
March 2026, at period end.
· M&C Saatchi Plc (Strategic communications and advertising):
During the period new appointments have started as CEO and CFO at the company.
In September Interim results were released. These were ahead of market
expectations and demonstrated underlying revenue up 6% (they have been
disposing of loss-making subsidiaries) alongside a cost efficiency programme
helping operating profit to increase by 40% to an operating margin of 14.2%.
Net cash was £12.9m, an enviable balance sheet in the media sector. We
commenced buying M&C Saatchi for the strategy in November 2020 at 79.8p.
It closed the period at 181.5p. On current market expectations, the shares
were valued on an EV/Ebitda of 4.3x or PE of 8.3x for their financial year
2025, at period end.
· STV Group Plc (Content production and owner of ITV channel in
Scotland): A busy six months as multiple new commissions were awarded for the
studios division by Game Show Network in the US, the BBC, Netflix, Apple TV,
Really, Sky, Discovery, ITV and Channel 4 building a £100m forward orderbook.
The Board has also evolved further, not least with the appointment of a new
CEO. An agreement was reached on the pension fund with improved cash profile
and a lower deficit. Interim results were also announced, with revenues up
20%, operating profit up 30%, cost savings on track, and a best ever
performance from the STV Player. STV & STV Player combined are still the
clear number one for commercial audiences in Scotland with 21% share of total
peak commercial audience in H1 2024 (vs Netflix 12%, Sky 8% and C4 6%) and was
the most watched peak time TV channel in Scotland for the 7th first half-year
in a row. We commenced buying STV Group for the strategy in October 2023 at
182.1p. It closed the period at 245p. On current market expectations, the
shares were valued on a PE of 7.4x and dividend yield of 4.6% for their
financial year 2025, at period end.
· Galliford Try Plc (Construction services into UK infrastructure): The
company announced a number of contract wins across its favoured sectors of
water, rail and construction, typically with public sector clients. The key
update was the release of new 2024 financial targets of 4% divisional margins
and sales of over £2.2bn. If successful then future profit growth will be
considerable given current margins of 2.5% and sales of £1.8bn. An orderbook
of £3.8bn clearly provides confidence and visibility and the business is
awash with an estimated £155m of average net cash. As a result a further
£10m stock buyback has recommenced and the dividend enhanced, up 47.6%. A
new CFO has been appointed. We commenced buying Galliford Try Group for the
strategy in May 2022 at 172.8p. It closed the period at 308p. On current
market expectations, with 167p of average net cash on the balance sheet, the
shares were valued on an EV/Ebitda of 2.3x and a dividend yield of 4.6% for
their financial year 2025, at period end.
· Flowtech Fluidpower Plc (Fluidpower component distribution and
manufacture): Interim results were released in September which highlighted
underlying progress under the new management team offset by challenging
trading conditions. Sales fell by 5.7%, however gross margins have started
improving due to pricing and sourcing initiatives. Net debt also fell as
inventories were reduced. There has been huge (60%) change of senior
management under the new CEO, the disparate brands were only unified under
Flowtech in June and the much needed new e-commerce system only scheduled for
launch in Q1 2025. Service complaints have halved, operational headcount cut
by 25%. External factors thus distracted from an emergent, highly motivated
team. A sign of the entrepreneurship we were eventually anticipating emerged
in the announcement of an opportunistic acquisition of Thorite Group out of
administration for almost no cash outlay. The business has been generating
more than £20m in sales and has clear synergies with the rest of Flowtech. We
expect a positive impact in 2025 as the business and its assets are integrated
with the potential to enhance shareholder value considerably. We commenced
buying Flowtech Fluidpower for the strategy in May 2020 at 70p. It closed the
period at 90p and has an extended length investment thesis due to the need for
a management reset, which was achieved in April 2023. On current market
expectations, the shares were valued on an EV/Ebitda of 7x for their financial
year 2025, at period end.
· Pennant International (Defence training, maintenance and software
services): This investment is currently the fund's smallest in NAV weighting,
however we have been conducting significant engagement to help the business
get to position where it can realistically scale in size and have purchased
c.10% of the equity. We believe the CEO and the foundations of the current
operating business has the potential to achieve this. Our thesis involves the
potential provision of further equity investment to support value creative
acquisitions in the defence sector via a 'buy & build' strategy. During
the period we provided modest additional financial support, through equity
investment, as they handle lumpy contract cashflows. We introduced new highly
qualified Board members to the group with the skillsets of UK small company
corporate finance, financial experience and defence m&a. Software
expertise also joined the Board and an Interim CFO was appointed.
Restructuring is underway and the company's pivot to software services almost
complete. Rome was not built in a day and Pennant is over 125 years old, but
it is about to enter a new chapter, our average price paid is 32.8p to date.
On current market expectations, the shares were valued on an EV/Sales of 0.8x
for their financial year 2025, at period end.
New Investments
Four new investments were made.
These were all classified by the manager as either "springboards" or
"opportunities" and as such each individual investment did not exceed 4% of
NAV at inception. We target eventually 10-25 of these style holdings as
Rockwood Strategic builds, we had 14 at period end. These are all investments
we believe meet our investment criteria of being able to deliver 15% IRRs over
a time horizon of five years (thereby doubling in value) which have the
opportunity for, or are experiencing, operational, strategic and management or
Board changes which should deliver, unlock or create shareholder value.
"Springboard" investments, in time, should become "Core" when we ideally
invest 5-15% of NAV in order to have material exposure within the strategy and
also a stake in the company of similar size, ensuring an influential voice
with which we can engage with the company and stakeholders.
Capita Plc
This former FTSE 100 outsourcer has had a serious fall from grace in recent
years. The business had acquired too many businesses, poorly integrated them
and lost operational control. This resulted in very high levels of debt, a
huge pension fund deficit, accounting errors and consequently changes to the
Board and executive management. After a loss of significant shareholder value,
the extended period of sorting out the inherited mess has been long and
frustrating for many. However, we believe the business is now emerging from
that phase under the new management team. Debt has been very meaningfully
reduced, the pension fund financing resolved and group materially simplified
after a long disposal programme. Since purchase a further significant sale has
almost wiped out net debt in the business. The company is targeting 6-8%
operating margins. With a range of catalysts to improving free cash flow
generation, we expect a material re-rating of the shares if financial targets
are achieved, as the market capitalisation of the business finished the period
at c.£320m, whilst sales are over £2.5 billion. Historic emotional baggage
still appears to result in very low valuation multiples. On current market
expectations, the shares were valued on an EV/Ebitda of 3.1x for their
financial year 2025, at period end. The key catalyst being higher free cash
flow generation.
Vanquis Banking Group Plc
This highly regulated bank (FCA and PRA) is also another 'fallen angel' having
emerged from the collapse of Provident Financial Plc. With material deposits
(covered by the FCSS), the business is primarily focused on a below-prime
credit card and vehicle financing with over 1.7m customers. An evolving Board
and highly experienced new management is focused on its purpose of helping the
nearly 20 million consumers who are financially stretched access credit and
achieve mid-teens return on net tangible assets. Their potential financial
returns are high relative to mainstream banks as managing high risk credit
comes with higher returns, however currently they are being negatively
impacted by a deluge of complaints - the vast majority of which are from
financially motivated Claims Management Companies. This has caused
considerable cost to administer and distraction to the business despite a very
low uphold rate; the company is engaged with the regulators to create a fairer
playing ground and suing the worst offending claims company. Well capitalised
and undergoing a technology improvement plan, our full thesis for recovery
indicates returns well in excess of our target rate. On current market
expectations, the shares are valued on a Price to Book ratio of 0.3x to their
Financial year 2025.
Facilities by ADF
The 'writers' strike' of 2023 impacted this business which provides
premium-quality serviced vehicle hire for TV and Film productions,
specialising in high end TV/feature films to some of the world's largest
traditional and on-demand content production companies such as Netflix, Amazon
Prime, Sky, Paramount+, Disney+, Apple TV, HBO Max, ITV and BBC. The industry
appears to have structural growth due to modern demand for attractive content
for which ADF's 700+ vehicles provide high quality studio and on-location
assets. Sales are expected to have almost doubled in the three years to
December 2024. We supported a key strategic acquisition to diversify the
business, drive scale and unlock revenue synergies. High barriers to entry
abound, supported by strong margins which does not justify a single digit PE
ratio. We expect a recovery in trading, further accretive bolt-on acquisitions
and a justified re-rating of the shares which we purchased at 50p. On current
market expectations, the shares were valued on a PE of 5x for their financial
year 2025, at period end.
National World
For the very first time we have repurchased a previously realised investment.
This will be a very rare occurrence. The company was formed via the purchase
of the Johnston Press regional media assets from administration, shorn of
debilitating debt and pension fund liabilities it had built up, by the media
industry veteran David Montgomery. We initially invested in January 2021 at
10p. This investment was realised in March 2022 at 28.9p. Subsequently profits
and sales have grown and a number of bolt-on acquisitions have been made. The
market expects c. £100m of sales and £11m of profit in 2024 with net cash of
c.£12m. Due to a small company fund wind-up process we were able to
repurchase shares for 13.5p and we have subsequently increased our equity
stake to over 5% of the company which was capitalised by the market at c.£40m
at period end. On current market expectations, the shares were valued on an
EV/Ebitda of 2.4x for their financial year 2025, at period end.
Outlook
We believe that the stock market continues to materially undervalue our
portfolio holdings. Identified measures to build profitability should offset,
and in many cases exceed, negative impacts from a challenging external
environment. Robust balance sheets should protect the downside. We have
material influence through our large stakes and have successfully proposed 8
Directors to the Boards of our investments helping ensure shareholder value
remains a focus and strategies evolve effectively. 'Engagement' activities
added value in the period, most notably at Funding Circle and we have a number
of initiatives underway for the rest of the year. We continue to identify new
investments to deliver on our investment objectives and our investment
pipeline remains strong.
Post period end the new government's budget measures included higher capital
gains tax on profitable share investments, reduced inheritance tax reliefs
designed to incentivise risk capital into the AIM market and no new specific
measures to encourage further investment into the British stock market.
Furthermore, the raising of National Insurance costs for employers, above
inflation minimum wages increases and tougher employment laws are unlikely to
make life easier for small British businesses. The importance of a healthy
listed market for small businesses is critical to allowing our best British
businesses to scale up and we hope that the new government is not reverting
back to the long period of neglect and indifference that had been occurring.
However, yet again, as this performance period demonstrates, Rockwood is
thriving in a challenging environment, and we intend to continue.
Richard Staveley Investment Manager
18 November 2024
Director's Responsibility Statement
The Directors are responsible for preparing the interim financial statements
in accordance with applicable law and regulations.
In preparing these financial statements, the Directors confirm to the best of
their knowledge that:
· the condensed set of financial statements contained within this half
interim financial report have been prepared in accordance with International
Accounting Standard ("IAS") 34 'Interim Financial Reporting' in conformity
with the requirement of the Companies Act 2006 and gives a true and fair view
of the assets, liabilities, financial position and profit of the Company; and
· the Interim Management Report includes a fair review of the
information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the Company during that period; and any changes in
the related party transactions that could do so.
The Half Year Report has not been reviewed or audited by the Company's
Auditors.
This Half Year 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.
Website publication
The Directors are responsible for ensuring that the Interim Report and
Financial Statements are made available on a website. The Interim Financial
statements are published on the Company's website in accordance with
legislation in the United Kingdom. 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 Interim Financial
Statements contained herein.
For and on behalf of the Board.
Noel Lamb
Chairman RKW
18 November 2024
Unaudited Condensed Statement of Comprehensive Income
for the six months ended 30 September 2024
Six months to 30 September 2024 Six months to 30 September 2023
(Unaudited) (Unaudited)
Capital
Capital
Revenue Total Revenue Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Income 2 805 - 805 538 - 538
Net (losses)/gains on investments at fair value - 16,665 16,665 - (3,126) (3,126)
Total income 805 16,665 17,470 538 (3,126) (2,588)
Administrative expenses
Investment management fee (411) - (411) (60) - (60)
Performance fee accrued - (1,388) (1,388) - - -
Other expenses (373) (69) (442) (286) (44) (330)
Total expenses (784) (1,457) (2,241) (346) (44) (390)
Return before taxation 21 15,208 15,229 192 (3,170) (2,978)
Taxation 3 - - - - - -
Return for the period 21 15,208 15,229 192 (3,170) (2,978)
Basic and diluted earnings per ordinary share (pence) 0.06p 46.71p 46.77p 0.73p* (12.04p)* (11.31p)*
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").
All items in the above Statement derive from continuing operations. No
operations were acquired or discontinued during the period.
* In accordance with IAS 33 'Earnings per Share', the comparative return per
ordinary share figures have been restated using the new number of shares in
issue following the ten for one share split. For weighted average purposes,
the share split has been treated as happening on the first day of the
accounting period. See note 6 for further details.
Unaudited Condensed Statement of Financial Position
as at 30 September 2024
As at 30 September As at 31 March As at 30 September
2024 2024 2023
(Unaudited) (Audited) (Unaudited)
Notes £'000 £'000 £'000
Non-current assets
Investments at fair value through profit or loss 5 84,019 60,322 46,242
Current assets
Cash and cash equivalents 4,326 4,761 3,879
Trade and other receivables 285 281 146
4,611 5,042 4,025
Total assets 88,630 65,364 50,267
Current liabilities
Trade and other payables (283) (1,103) (498)
Performance fee accrued (1,388) - -
Total liabilities (1,671) (1,103) (498)
Total assets less current liabilities 2,940 3,939 49,769
Net assets 86,959 64,261 49,769
Represented by:
Share capital 1,722 1,560 1,344
Share premium account 31,856 24,347 15,944
Revenue reserve 18,384 18,565 18,416
Capital reserve 23,643 8,435 2,711
Capital redemption reserve 11,354 11,354 11,354
Total equity 86,959 64,261 49,769
Basic and diluted net asset value per ordinary share (pence) 4 252.55p 206.04p 185.16p*
* The NAV per share on 30 September 2024 is 252.55p pence (31 March 2024 is
206.04p pence, 30 September 2023 is 185.16p pence restated for the
sub-division of each ordinary share into 10 new ordinary shares, approved at
the AGM held on 12 September 2023 and completed on 11 October 2023).
The financial statements were approved by the Board of Directors on 18
November 2024 and signed on its behalf by:
Noel Lamb Kenneth Lever
Chairman
Director
Company Registered Number: 03813450
Unaudited Condensed Statement of Cash Flows
for the six months ended 30 September 2024
Six months to 30 September Period ended Six months to 30 September
2024 31 March 2023
(Unaudited) 2024 (Unaudited)
Notes £'000 (Audited) £'000
£'000
Cash flow from operating activities
Return before tax 15,229 2,895 (2,978)
(Gains)/losses on investments held at fair value through profit and loss (16,665) (2,715) 3,126
(Increase)/decrease in trade receivable (106) (52) 1
Increase/(decrease) in trade and other payables 1,469 (652) (742)
Net cash outflow from operating activities (73) (524) (593)
Cash flows from investing activities
Purchases of investments (14,736) (30,336) (11,636)
Sales of investments 6,749 12,573 1,523
Net cash outflow from investing activities (7,987) (17,763) (10,113)
Cash flows from financing activities
Gross proceeds of share issue 8,190 11,527 2,997
Share issue costs (92) (110) (43)
Equity dividends paid (202) - -
Prospectus costs (271) - -
Net cash inflow from financing activities 7,625 11,417 2,954
Decrease in cash and cash equivalents (435) (6,870) (7,752)
Reconciliation of net cash flow movements in funds
Cash and cash equivalents at the beginning of the period 4,761 11,631 11,631
Decrease in cash and cash equivalents (435) (6,870) (7,752)
Cash and cash equivalents at end of period/year 4,326 4,761 3,879
Unaudited Condensed Statement of Changes in Equity
for the six months ended 30 September 2024
Capital Redemption
D shares Ordinary Share Share Revenue Capital Reserve Reserve Total
£'000 Capital Premium Reserve* £'000 £'000 £'000
£'000 £'000 £'000
Period ended 30 September 2024 (unaudited)
Opening balance as at 1 April 2024 - 1,560 24,347 18,565 8,435 11,354 64,261
Gross proceeds of share issue - 162 7,509 - - - 7,671
Total comprehensive income for the period - - - 21 15,208 - 15,229
Dividend paid - - - (202) - - (202)
As at 30 September 2024 - 1,722 31,856 18,384 23,643 11,354 86,959
for the six months ended 30 September 2023
Capital Redemption
D shares Ordinary Share Share Revenue Capital Reserve Total
£'000 Capital Premium Reserve* Reserve £'000 £'000
£'000 £'000 £'000 £'000
Period ended 30 September 2023 (unaudited)
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 - 73 2,881 - - - 2,954
Total comprehensive income for the period - - - 192 (3,170) - (2,978)
As at 30 September 2023 - 1,344 15,944 18,416 2,711 11,354 49,769
* The revenue reserve can be distributed in the form of dividends.
Notes to the Unaudited Condensed Interim 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. Accounting policies
a) Basis of preparation/statement of compliance
The interim financial information covers the period from 1 April 2024 to 30
September 2024 and have been prepared on a going concern basis, under the
historical cost convention, modified by the valuation of investments at fair
value.
The Company's annual financial statements for the year ended 31 March 2024
were prepared in accordance with UK adopted international accounting standards
and with applicable requirements of England and Wales company law. The
financial statements were also prepared in accordance with the SORP for
investment trust companies issued in July 2022, except to any extent where it
conflicted with IFRS.
The accounting policies used by the Company followed in these half-year
financial statements are consistent with the most recent Annual Report for the
year ended 31 March 2024.
b) Functional and presentation currency
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).
c) Comparative information
The financial information in this Report does not comprise statutory accounts
within the meaning of Section 434 - 436 of the Companies Act 2006. The
financial information contained within this report relates to the following
periods: 1 April 2024 to 30 September 2024 and 1 April 2023 to 30 September
2023 (unaudited and unreviewed by the Company's Auditor); and as at 31 March
2024 (audited) for the Balance Sheet. The comparative figures for the period
30 September 2023 are not the Company's statutory accounts for that financial
year. The Company's statutory accounts are for the year ended 31 March 2024
and were reported on by the Company's Auditor and delivered to the Registrar
of Companies. The report of the Auditor was (i) unqualified, (ii) did not
include a reference to any matters to which the Auditor drew attention by way
of emphasis without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
d) 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 £87.0 million (March 2024: £64.3
million, September 2023: £49.8 million) and 99.3% of the Company's portfolio
of Investments consist listed equities which, should the need arise, can be
liquidated to settle liabilities. The rest of the Company's portfolio
consisted of 0.6% in a loan and 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.
2. Income
Six months to 30 September Year to 31 March Six months to 30 September
2024 2024 2023
£'000 £'000
£'000
Income from listed investments
Dividends 675 811 371
Loan note interest income 45 40 -
Loan arrangement fee - 22 -
720 873 371
Bank interest 85 241 167
Total income 805 1,114 538
3. Taxation
The Company has an effective tax rate of 0%. The estimated effective tax rate
is 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.
4. Net Asset Values per ordinary share
As at 30 September As at 31 March As at 30 September
2024 2024 2023
Attributable net assets (£'000) 86,959 64,261 49,769
Number of Ordinary shares in issue 34,432,663 31,189,090 26,879,090*
Net asset value per share (pence) 252.55 206.04 185.16*
* Restated for the sub-division of each ordinary share into 10 new ordinary
shares, approved at the AGM held on 12 September 2023 and completed on 11
October 2023.
5. Investments at fair value through profit or loss
30 September 2024
Investments in quoted companies Other unquoted investments
(Level 1) (Level 3) Total
£'000 £'000 £'000
Opening Cost at beginning of period 53,465 1,523 54,988
Opening unrealised appreciation/(depreciation) at the beginning of the period 5,950 (616) 5,334
Opening fair value at the beginning of the period 59,415 907 60,322
Movements in the period:
Purchases at cost 13,835 - 13,835
Sales proceeds (6,553) (250) (6,803)
Realised gain on disposal 2,272 - 2,272
Change in unrealised appreciation/(depreciation) at the end of the period 14,481 (88) 14,393
Closing Fair value at the end of the period 83,450 569 84,019
Closing cost at the end of the period 63,019 1,273 64,292
Closing unrealised appreciation/(depreciation) at the end of the period 20,431 (704) 19,727
Closing fair value at the end of the period 83,450 569 84,019
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.
After initial recognition, investments are measured at fair value, with
movements in fair value of investments and impairment of investments
recognised in the Condensed 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:
· Level 1 - valued using quoted prices in active markets for identical
investments.
· 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, 30
September 2023: £nil).
· Level 3 - valued using significant unobservable inputs (including the
Company's own assumptions in determining the fair value of investments). There
are £569,000 level 3 financial assets (31 March 2024: £907,000, 30 September
2023: £nil).
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.
The Company is required to classify fair value measurements using a fair value
hierarchy that reflects the significance of the inputs used in making the
measurements.
30 September 2024 31 March 2024 30 September 2023
£'000 £'000 £'000
Financial assets
Level 1 83,450 59,415 46,242
Level 2 - - -
Level 3 569 907 -
84,019 60,322 46,242
6. Share capital and reserves
30 September 2024
£'000
Allotted, called-up and fully paid:
31,189,090 ordinary shares of 5p each listed at 31 March 2024 1,560
3,243,573 ordinary shares of 5p each issued after the year 162
34,432,663 ordinary shares of 5p each listed at 30 September 2024 1,722
During the previous year a share sub-division of its existing ordinary shares
on a ten for one basis took effect on the 11 October 2023.
During the period ending 30 September 2024 the Company, 3,243,573 ordinary
shares were issued for total proceeds of £8,034,000 excluding costs.
7. Related party transactions
The related parties of Rockwood Strategic Plc are its Directors, persons
connected with its Directors and its Investment Manager and significant
shareholder Harwood Capital LLP (Harwood).
The total payable to Harwood is as follows:
As at 30 September 2024 As at 31 March 2023
£'000 £'000
Performance fee accrued 1,388 -
Management fee 73 54
Total 1,461 54
As at 30 September 2024, the following shareholders of the Company that are
related to Harwood had the following interests in the issued shares of the
Company as follows:
As at 30 September 2024 As at 31 March 2024
Ordinary Shares Ordinary Shares
Harwood Holdco Limited 8,356,390 8,340,000
R Staveley 369,005 321,380
There are no other material related party transactions of which we are aware
in the period ended 30 September 2024.
8. Subsequent events
Share Issues: The Company issued for cash 625,000 ordinary shares of 5 pence
each in October and November 2024 from its block listing facility at an
average price of 257.12 pence per share.
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 Charge
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 2023 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.
Period ended 30 September 2024
(Unaudited)
Investment management fee 411,000
Administrative expenses 373,000
Less: one off legal and professional fees -
Total (a) 784,000
Average cum income net asset value throughout the period (b) 80,521,055
Annualised ongoing expenses (c=a/b)*2 (c) 1.95%
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. This is calculated for both the Share Price
and the Net Asset Value.
Period ended 30 September 2024
(Unaudited)
NAV Total Return
NAV 30 September 2024 (a) 252.55
NAV 31 March 2024 (b) 206.04
Dividend reinvested (c) 0.60
Increase in NAV (d=a-b+c) (d) 47.11
Total Return (e=d/b) (e) 22.9%
Share Price Total Return
Share price 30 September 2024 (a) 255.00
Share price 31 March 2024 (b) 210.00
Dividend reinvested (c) 0.60
Increase in share price (d=a-b+c) (d) 45.60
Total Return (e=d/b) (e) 21.7%
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