REG - Round Hill Music - Dividend Declaration

Round Hill Music Royalty FundAnnouncement

12/10/2023 07:00

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RNS Number : 8440P  Round Hill Music Royalty Fund Ltd  12 October 2023

12 October 2023

 

ROUND HILL MUSIC ROYALTY FUND LIMITED

(the "Company")

 

Registration number 68002

Legal Entity Identifier: 213800752UO1CJTV8C39

Special Dividend

On 8 September 2023, the board of directors of each of Round Hill Music
Royalty Fund Limited (the "Company" or "RHM") and Alchemy Copyrights, LLC,
trading as Concord ("Concord") 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"). The Acquisition is intended
to be effected by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies Law (the "Scheme").

As noted in the Scheme Document published by the Company on 25 September
2023 in connection with the Acquisition (the "Scheme Document"), the Company
is pleased to announce that the Board of Directors has declared a special
dividend of US$0.005 per RHM Share for the quarter ended 30 September 2023
(the "Special Dividend").

The Special Dividend is in addition to the quarterly dividend of US$0.01125
per RHM Share paid in respect of the quarter ended 30 June 2023 which has
already been received by Shareholders (as announced on 31 August 2023).

The Company has elected, under the provisions of UK Statutory Instrument
2009/2034, to designate all of the dividend for the 3 month period to 30
September 2023 (including the Special Dividend) as an interest distribution to
RHM Shareholders.

The dividend will be paid gross on 27 October 2023 to holders of RHM Shares of
record on 20 October 2023. The ex-dividend date is 19 October 2023.

Capitalised terms used but not otherwise defined in this announcement (the
"Announcement") have the meanings given to them in the Scheme Document.

FOR FURTHER INFORMATION

 

Round Hill

 

Josh Gruss, Founder and CEO
Via Fourth Pillar below

Steve Clark, COO

 

Cavendish

 

Sales:

 

Justin Zawoda-Martin
 
+44 20 7397 1923

Daniel Balabanoff
 
+44 20 7397 1909

Andrew Worne
 
+44 20 7397 1912

 

Corporate:

 

James King
 
+44 20 7397 1913

Will Talkington
 
+44 20 7397 1910

 

Fourth Pillar (Financial PR)

 

Claire Turvey
 
+44 7850 548 198 / claire@thefourthpillar.co.uk

Lynne Best
 
+44 7763 619709 / lynne@thefourthpillar.co.uk

Tomas Nevrkla
 
+44 7963 548865 / tomas@thefourthpillar.co.uk

 

JTC

 

Mariana Enevoldsen
 
+44 1481 702 485

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.

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.

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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