Alchemy Copyrights Round HillMusic-RHMC Round HillMusic-RHMP Round Hill Music - Update on irrevocable undertaking
26/09/2023 15:47
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RNS Number : 7253N Alchemy Copyrights, LLC 26 September 2023
DISCLOSURE UNDER RULE 2.10(c) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
26 September 2023
RECOMMENDED CASH OFFER FOR
ROUND HILL MUSIC ROYALTY FUND LIMITED ("RHM")
BY
CONCORD CADENCE LIMITED ("CONCORD BIDCO")
Update on the irrevocable undertaking given by Brooks Macdonald Asset
Management Limited ("Brooks Macdonald")
DISCLOSURE UNDER RULE 2.10(C) OF THE CODE
On 8 September 2023, the boards of Alchemy Copyrights, LLC, trading as Concord
("Concord") and RHM announced that they had reached agreement on the terms of
a recommended cash offer pursuant to which Concord Bidco, a wholly-owned
subsidiary of Concord, will acquire the entire issued and to be issued share
capital of RHM (the "Acquisition") to be effected by means of a
Court-sanctioned scheme of arrangement between RHM and relevant RHM
Shareholders under Part 26 of the Companies Act 2006 (the "Scheme") (the "Rule
2.7 Announcement").
Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.
As set out in the Rule 2.7 Announcement, Concord had received certain
irrevocable undertakings to vote in favour of the Scheme at the Court Meeting
and in favour of the Resolution to be proposed at the General Meeting.
The irrevocable undertaking given by Brooks Macdonald related to 13,425,025
RHM Shares, representing approximately 3.29 per cent of the issued share
capital of RHM as at the Latest Practicable Date.
On 25 September 2023, Concord was advised by Brooks Macdonald that it had
since disposed of 1,000,000 of the RHM Shares subject to the irrevocable
undertaking (the "Sold Shares") and were no longer in a position to vote the
Sold Shares in favour of the Scheme at the Court Meeting and in favour of the
Resolution to be proposed at the General Meeting in relation to those RHM
Shares.
Therefore, the total number of RHM shares which are subject to irrevocable
undertakings received by Concord in relation to RHM shares has reduced to
110,872,992 RHM shares, representing approximately 27.20 per cent of the
issued share capital of RHM as at the close of business on 25 September 2023
(being the date prior to the date of this announcement).
Enquiries:
Concord
Kelly Voigt
+1 629 401 3906
J.P. Morgan Cazenove (Sole Financial Adviser to Concord Bidco and Concord) +44 203 493 8000
Jonty Edwards
Brent Ballard
Rupert Budge
Edward Hatter
RHM Via Cavendish
Robert Naylor (Chairman)
Cavendish (Rule 3 Adviser, Financial Adviser and Corporate Broker to RHM)
James King +44 207 397 1913
William Talkington +44 207 397 1910
JTC (Company Secretary and Administrator)
Mariana Enevoldsen
+44 1481 702 485
Fourth Pillar (Financial PR adviser to RHM)
Claire Turvey +44 7850 548 198
Lynne Best +44 7763 619 709
Reed Smith LLP is retained as UK legal adviser to Concord Bidco and Concord
and Gowling WLG (UK) LLP is retained as UK legal adviser to RHM.
Important notices
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities
plc, which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
FCA, (together, "J.P. Morgan Cazenove"), is acting as financial adviser
exclusively to Concord Bidco and Concord and no one else in connection with
the Acquisition and will not regard any other person as its client in relation
to the Acquisition and will not be responsible to anyone other than Concord
Bidco and Concord for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to herein.
Cavendish Securities plc (formerly Cenkos Securities plc) ("Cavendish"), which
is authorised and regulated in the United Kingdom by the FCA, is acting as
Rule 3 adviser, financial adviser and corporate broker exclusively for RHM and
no one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than RHM for providing the protections
afforded to clients of Cavendish nor for providing advice in connection with
the matters referred to herein.
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, any document by which the Takeover Offer is made) and the accompanying
Forms of Proxy (or forms of acceptance, if applicable), which will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the resolutions proposed in connection with the Acquisition. Any
vote, approval, decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or any other document by which the Acquisition is made by way of a
Takeover Offer).
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
RHM Shareholders should not make any investment decision in relation to the
Acquisition except on the basis of the Scheme Document (or any other document
by which the Acquisition is made by way of a Takeover Offer). RHM and Concord
Bidco urge RHM Shareholders to read the whole of the Scheme Document when it
becomes available because it will contain important information relating to
the Acquisition.
No person should construe the contents of this Announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
Announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or from an independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom, or another
appropriately authorised independent financial adviser, if you are in a
territory outside the United Kingdom.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with Guernsey
law, English law, the Takeover Code, the Market Abuse Regulation, the
Disclosure Guidance and Transparency Rules and the Listing Rules and
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside the United Kingdom or Guernsey. Nothing in this
Announcement should be relied on for any other purpose.
The release, publication or distribution of this Announcement in or into,
jurisdictions other than the United Kingdom or Guernsey may be restricted by
the laws and/or regulations of those jurisdictions and therefore persons into
whose possession this Announcement comes who are subject to the laws and/or
regulations of any jurisdiction other than the United Kingdom or Guernsey
should inform themselves about and observe any such applicable laws and/or
regulations in their jurisdiction. In particular, the ability of persons who
are not resident in the United Kingdom or Guernsey to vote their Scheme Shares
or RHM Shares (as applicable) with respect to the Scheme at the Court Meeting
or the Resolution at the General Meeting, or to appoint another person as
proxy to vote at the Court Meeting or the General Meeting on their behalf, may
be affected by the laws of the relevant jurisdiction in which they are
located. Further details in relation to Overseas Shareholders will be
contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by RHM or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or form
from within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Accordingly,
copies of this Announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons
receiving this Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in that jurisdiction. If the Acquisition is implemented
by a Takeover Offer (unless otherwise permitted by applicable law or
regulation), the Takeover Offer may not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or any facility of a
national state or other securities exchange, of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from or within any Restricted
Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Additional information for US investors
RHM Shareholders in the United States should note that the Acquisition relates
to the securities of a Guernsey company with a listing on the London Stock
Exchange and is proposed to be effected by means of a scheme of arrangement
provided for under, and governed by, the Companies Law. This Announcement, the
Scheme Document and certain other documents relating to the Acquisition have
been or will be prepared in accordance with Guernsey law, English law, the
Takeover Code and UK disclosure requirements, format and style, all of which
differ from those in the United States. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the procedural and disclosure requirements and practices applicable
to a scheme of arrangement involving a target company organised in Guernsey
and listed on the London Stock Exchange, which differ from the procedural and
disclosure requirements of the United States tender offer rules and proxy
solicitation rules under the US Exchange Act. If, in the future, Concord Bidco
exercises the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the offer into the United States, the Acquisition
will be made in compliance with applicable United States laws and regulations.
Such Takeover Offer would be made by Concord Bidco and no one else.
The financial information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to the
Acquisition, have been or will be prepared in accordance with IFRS and may not
be comparable to financial statements of companies in the United States or
other companies whose financial statements are prepared in accordance with US
generally accepted accounting principles.
The RHM Shares have not been approved or disapproved by the Securities
Exchange Commission or any US state securities commission, nor have any such
authorities passed judgment upon the fairness or the merits of the Acquisition
or determined if this Announcement is accurate or complete. Any representation
to the contrary is a criminal offence in the United States.
US holders of RHM Shares should also be aware that the transaction
contemplated herein may have tax consequences in the United States and that
such consequences, if any, are not described herein. US holders of RHM Shares
are urged to consult with independent professional advisors regarding the
legal, tax and financial consequences of the Acquisition applicable to them.
It may be difficult for US holders of RHM Shares to enforce their rights and
claims arising out of US federal securities laws, since RHM is incorporated
outside the United States, and its officers and directors may be residents of,
and some or all of their assets may be located in, countries other than the
United States. US holders of RHM Shares may have difficulty effecting service
of process within the United States upon those persons or recovering against
judgments of US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. US holders may not be able to
sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal practice in the UK and Guernsey and consistent with
Rule 14e-5(b) of the US Exchange Act, Concord Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in RHM outside the United
States, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases or arrangements to purchase will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Further details in relation to US investors will be contained in the Scheme
Document.
Disclosure requirements of the City Code on Takeovers and Mergers
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10(th) Business Day (as defined in the
Takeover Code) following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day
(as defined in the Takeover Code) following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the Business Day (as defined in
the Takeover Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit
on+44 (0) 20 7638 0129 if you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this Announcement on websites and availability of hard copies
A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on RHM' website at
https://roundhillmusicroyaltyfund.com/offer-for-the-fund
(https://protect-eu.mimecast.com/s/I5msCZVpZTykzj5HzXWIU?domain=roundhillmusicroyaltyfund.com)
and Concord Bidco's website at http://www.concordcadence.com
(http://www.concordcadence.com/) by no later than 12.00 p.m. on the Business
Day following the date of this Announcement.
In accordance with Rule 30.3 of the Takeover Code, RHM Shareholders may
request a hard copy of this Announcement by contacting RHM' registrars, JTC
Registrars Limited at Ground Floor, Dorey Court, Admiral Park, St Peter Port,
Guernsey GY1 2HT, or by calling 01481 711 301 or from overseas +44 1481 711
301. Calls are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom or Guernsey will be charged at the
applicable international rate. Lines are open between 9.00 a.m. to 5.00 p.m.
(London time), Monday to Friday (except public holidays in the UK and
Guernsey). Please note that JTC Registrars Limited cannot provide any
financial, legal or tax advice. Calls may be recorded and monitored for
security and training purposes.
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