REG - Round Hill Music - Court Sanction of Scheme of Arrangement

Round Hill Music Royalty FundAnnouncement

30/10/2023 13:45

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RNS Number : 7417R  Round Hill Music Royalty Fund Ltd  30 October 2023

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 OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

30 October 2023

RECOMMENDED CASH OFFER

for

ROUND HILL MUSIC ROYALTY FUND LIMITED ("RHM")

by

CONCORD CADENCE LIMITED ("Concord Bidco")

a newly formed company directly owned by

Alchemy Copyrights, LLC, trading as Concord ("Concord")

 

to be effected by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies (Guernsey) Law 2008, as amended

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 18 October 2023, the board of RHM announced that at a Court Meeting of
Scheme Shareholders and General Meeting of RHM Shareholders held on the same
date as the announcement, the necessary resolutions had been duly passed to
implement the recommended cash offer made by Concord Bidco to acquire the
entire issued and to be issued share capital of RHM (the "Acquisition") by way
of a Court-sanctioned scheme of arrangement under Part VIII of the Companies
(Guernsey) Law, 2008 (as amended) (the "Scheme").

RHM is pleased to announce that following the Court Hearing held earlier
today, the Guernsey Court has sanctioned the Scheme pursuant to which the
Acquisition is being implemented.

Pursuant to the Scheme Court Order granted today, the Scheme shall become
effective on delivery of the Scheme Court Order to the Guernsey Registry which
is scheduled to be tomorrow, 31 October 2023.

Suspension of trading of RHM Shares

Applications have been made for the suspension of trading in RHM Shares on the
London Stock Exchange's ("LSE") main market for listed securities and the
listing of RHM Shares on the premium listing segment of the Official List of
the Financial Conduct Authority ("FCA") and such suspensions are expected to
take effect from 7.30 a.m. (London time) on 31 October 2023. The de-listing of
RHM Shares from the premium listing segment of the Official List of the FCA
and the cancellation of the admission to trading of RHM Shares on the LSE's
main market for listed securities have also been applied for and is expected,
subject to the Scheme becoming effective, to take place by 8.00 a.m. (London
time) on 1 November 2023.

Full details of the Acquisition are set out in the Scheme Document.

General

The terms of the Scheme are set out in the scheme document published by RHM on
25 September 2023, a copy of which is available on RHM's website at
www.roundhillmusicroyaltyfund.com. (the "Scheme Document").

Capitalised terms used but not defined in this announcement ("Announcement")
have the meanings given to them in the Scheme Document. All references to
times in this Announcement are to London times, unless otherwise stated.

 Enquiries
 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 to RHM)                            +44 1481 702 485
 Mariana Enevoldsen

 Fourth Pillar (Financial PR Advisers to RHM)
 Claire Turvey                                                               +44 7850 548 198
 Lynne Best                                                                  +44 7763 619 709

 Concord                                                                     +1 629 401 3906
 Kelly Voigt (SVP, Corporate Communications

 J.P. Morgan Cazenove (Sole Financial Adviser to Concord Bidco and Concord)  +44 203 493 8000
 Jonty Edwards
 Brent Ballard
 Rupert Budge
 Edward Hatter

 H/Advisors Maitland (PR Adviser to Concord Bidco)
 Neil Bennett                                                                +44 7900 000777
 Sam Cartwright                                                              +44 7827 254561

 

Gowling WLG (UK) LLP is retained as legal adviser to RHM and Reed Smith LLP is
retained as legal adviser to Concord Bidco and Concord.

 

Important notices

 

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 financial adviser, financial adviser and corporate broker exclusively
to RHM and no one else in connection with the Acquisition and the matters set
out in this Announcement and shall 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 Acquisition or any matter referred to
herein. Neither Cavendish nor any of its subsidiaries, affiliates or branches
owes or accepts any duty or liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of Cavendish in connection
with this Announcement, any statement or other matter or arrangement referred
to herein or otherwise.

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 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.

Overseas shareholders

The implications of the Scheme for Overseas Shareholders may be affected by
the laws of their relevant jurisdictions. Overseas Shareholders should inform
themselves about and observe any applicable legal requirements. It is the
responsibility of each Overseas Shareholder to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection with the
Scheme, including the obtaining of any governmental, exchange control or other
consents which may be required, or the compliance with other necessary
formalities which are required to be observed and the payment of any issue,
transfer or other taxes due in such jurisdiction.

This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for shares in any jurisdiction in
which such offer or solicitation is unlawful.

This announcement has been prepared for the purposes of complying with English
law, Guernsey law, the Takeover Code, requirements of the Panel, the London
Stock Exchange, the Listing Rules and the FCA, and the 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 any other
jurisdiction.

Forward-looking statements

This announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Concord Bidco or RHM contain certain statements about
Concord Bidco, RHM and/or the Combined Group that are, or may be deemed to be,
"forward-looking statements". All statements other than statements of
historical facts included in this Announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects","aims", "intends",
"will", "may", "anticipates", "estimates", "hopes", "projects", "continue",
"schedule" or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases, are forward-looking statements.
Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking statements
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Concord's
or RHM's or the Combined Group's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of governmental regulation on
Concord's or RHM's or the Combined Group's business.

These forward-looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward-looking
statements involve known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include, but are not
limited to, the satisfaction of or failure to satisfy all or any of the
Conditions, as well as additional factors, such as changes in political and
economic conditions, changes in the level of capital investment, retention of
key employees, changes in customer habits, success of business and operating
initiatives and restructuring objectives, the impact of any acquisitions or
similar transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates and the outcome of
any litigation. Neither Concord Bidco or RHM, nor any of their respective
associates or directors, officers, employees or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements,
which speak only as at the date of this Announcement. All subsequent oral or
written forward-looking statements attributable to Concord Bidco or RHM or any
of their respective members, directors, officers, employees or advisers or any
persons acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Concord Bidco and RHM disclaim any obligation
to update any forward-looking or other statements contained in this
Announcement, except as required by applicable law or by the rules of any
competent regulatory authority, whether as a result of new information, future
events or otherwise.

No profit forecast, estimate or quantified benefits statements

No statement in this Announcement or incorporated by reference into this
Announcement is intended to constitute a profit forecast, profit estimate or
quantified benefits statements for RHM or Concord Bidco for any period, nor
should any statement in this announcement or incorporated by reference into
this announcement be interpreted to mean that earnings or earnings per RHM
Share for the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per RHM Share.

Publication on website

A copy of this Announcement (together with any document incorporated by
reference) and the documents required to be published pursuant to Rule 26 of
the Takeover Code will be made available, free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
RHM's website at www.roundhillmusicroyaltyfund.com by no later than 12.00
pm London time) on the date following the publication of this announcement.
Save as expressly referred to in this announcement, neither the contents of
RHM's website, Concord's website nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, any person entitled to
receive a copy of documents, announcements and information relating to the
Acquisition is entitled to receive such documents (including information
incorporated by reference into such documents by reference to another source)
in hard copy form.

RHM Shareholders may request hard copies of this document by contacting the
Registrar, JTC Registrars Limited, at c/o JTC Group, The Scalpel, 18(th)
Floor, 52 Lime Street, London, United Kingdom EC3M 7AF 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. and 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.

Such persons may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by RHM Shareholders and other relevant persons for the receipt of
communications from RHM may be provided to Concord Bidco during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.

Dealing disclosure requirements

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) of
the Takeover Code applies must be made by no later than 3.30
pm (London time) on the 10th business day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 pm (London time) on
the 10th business day 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, save
to the extent that these details have previously been disclosed under Rule 8
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code applies must be made by no later than 3.30
pm (London time) on the business day 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 of the Takeover
Code.

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 (http://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.

 

 

 

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