REG - Round Hill Music - Scheme of Arrangement becomes Effective

Round Hill Music Royalty FundAnnouncement

31/10/2023 10:00

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RNS Number : 8629R  Round Hill Music Royalty Fund Ltd  31 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.

FOR IMMEDIATE RELEASE

31 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 30 October 2023, RHM and Concord Bidco announced that the Court had
sanctioned the Scheme at the Court Hearing.

RHM and Concord Bidco are now pleased to announce that the Scheme Court Order
has been delivered to the Guernsey Registry today and, accordingly, the Scheme
has now become effective in accordance with its terms. The entire issued
ordinary share capital of RHM is therefore now owned by Concord Bidco. 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 (the
"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.

Settlement

A Scheme Shareholder on the register of members of RHM at the Scheme Record
Time, being 6.00 p.m. on 30 October 2023, will be entitled to receive US$1.15
in cash for each Scheme Share held. In accordance with the terms of the
Scheme, settlement of the Cash Consideration to which any Scheme Shareholder
is entitled will be effected within 14 days of the Effective Date in the
manner and subject to what is set out below.

(a)        Where Scheme Shares are held in certificated form

Where, at the Scheme Record Time, and subject to the remainder of this
section, a Scheme Shareholder holds Scheme Shares in certificated form,
settlement of the Cash Consideration shall be despatched by cheque or by
electronic payment to their mandated bank or building society account as
recorded by the Registrar or by such other method as may be approved by the
Panel.

Cheques will not be mailed to any Scheme Shareholder who holds their Scheme
Shares in certificated form where the Company and/or the Registrar has
identified a verification issue with the information provided for that Scheme
Shareholder or any underlying beneficial holders, where the information is
required for the purpose of payment of the Cash Consideration to the Scheme
Shareholder, which needs to be addressed before payment of the Cash
Consideration to such Scheme Shareholder can be made. In these circumstances,
the Registrar will, where they hold validated, and verified mandated bank or
building society electronic payment details for such Scheme Shareholder,
despatch payment to them by way of electronic payment to their mandated bank
or building society or, where they do not have such details, hold the Cash
Consideration on trust for such Scheme Shareholders and engage with each of
them to verify their identity and payment details before payment of the Cash
Consideration is made to them (whether by way of electronic payment or, if
requested, cheque). In addition, and without prejudice to the foregoing, no
electronic payment shall

be made to any Scheme Shareholder where the Company and/or the Registrar have
been unable to validate the electronic payment details to the satisfaction of
the Company and/or the Registrar. The Registrar shall also have the power to
withhold any Cash Consideration payable to any Scheme Shareholder where either
the Company and/or the Registrar believe that there is a verification issue
with the information provided for that Scheme Shareholder or any underlying
beneficial holders, where the information is required for the purpose of
payment of the Cash Consideration to the Scheme Shareholder. Further details
of such trust arrangement are set out in paragraph 3 of Part 3 of the Scheme
Document.

Subject to the above, all deliveries of cheques required to be made pursuant
to the Scheme shall be effected by posting them no later than 14 days after
the Effective Date by post or by such other method as may be approved by the
Panel, addressed to the persons entitled to them at their respective addresses
as appearing in the Register at the Scheme Record Time (or, in the case of
joint holders, at the address of that one of the joint holders whose name
stands first in the Register in respect of such joint holding at such time)
and neither RHM nor Concord Bidco (nor any of their respective nominees or
agents) shall be responsible for any loss or delay in the transmission of
cheques sent in this way.

 

All Cash Consideration due to Scheme Shareholders shall be paid in US dollars
and, in the case of a cheque, drawn on a US clearing bank or by electronic
payment to their mandated bank or building society account as recorded by the
Registrar.

 

All cheques shall be made payable to the holder (except that, in the case of
joint holders, Concord Bidco reserves the right to make cheques payable to the
joint holder whose name stands first in the Register in respect of such joint
holding at the Scheme Record Time) and the encashment of any such cheque shall
be a complete discharge to Concord Bidco for the obligation to pay the monies
represented thereby. As noted above, no cheques will be issued or paid to any
Scheme Shareholder who holds their shares in certificated form where the
Company and/or the Registrar has identified a verification issue. The Cash
Consideration due to such Scheme Shareholders will be held in trust by the
Registrar on behalf of such Scheme Shareholder for a period of twelve years
from the Effective Date, after which time if it remains unclaimed for any
reason the Cash Consideration will be forfeited and cease to remain owing by
Concord Bidco or RHM (or the Registrar) and shall thenceforth belong to
Concord Bidco (with any interest accruing being for the benefit of Concord
Bidco). For the avoidance of doubt, no interest will accrue for the benefit of
Scheme Shareholders on the Cash Consideration.

(b)        Where Scheme Shares are held in uncertificated or
dematerialised form (that is, in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in
uncertificated form, the payment of Cash Consideration to which CREST Scheme
Shareholders are entitled, shall be effected through CREST by Concord Bidco
instructing (or procuring the instruction of) Euroclear to create a CREST
assured payment obligation in accordance with the CREST assured payment
arrangements in favour of the appropriate CREST account through which the
relevant Scheme Shareholder holds those uncertificated Scheme Shares in
respect of the Cash Consideration due to that Scheme Shareholder. Each Scheme
Shareholder who holds Scheme Shares in uncertificated form at the Scheme
Record Time must ensure that an active USD Cash Memorandum Account is in place
in CREST by no later than the Scheme Record Time. In the absence of a USD Cash
Memorandum Account, the payment of the Cash Consideration in USD will not
settle, resulting in a delay and the settlement of the Cash Consideration
outside of CREST.

 

The instruction by (or on behalf of) Concord Bidco to create an assured
payment arrangement shall be a complete discharge of Concord Bidco's
obligations under the Scheme with reference to payments through CREST.

 

The CREST payment obligations set out above will be created within 14 days
after the Effective Date. As from the Effective Date, each holding of Scheme
Shares credited to any stock account in CREST will be disabled and all Scheme
Shares will be removed from CREST in due course thereafter.

 

Concord Bidco reserves the right to pay Cash Consideration to all or any
relevant CREST Scheme Shareholders at the Scheme Record Time by cheque or
electronic payment to their mandated bank or building society account as
recorded by the Registrar as set out above if for any reason it wishes to do
so.

(c)        For all Scheme Shareholders

No electronic payment shall be made to any Scheme Shareholder where the
Company and/or the Registrar have been unable to validate the electronic
payment details to the satisfaction of the Company and/or the Registrar. The
Registrar shall also have the power to withhold any Cash Consideration payable
to any Scheme Shareholder where either the Company and/or the Registrar
believe that there is a verification issue with the information provided for
that Scheme Shareholder or any underlying beneficial holders, where the
information is required for the purpose of payment of the Cash Consideration
to the Scheme Shareholder. Further details of such trust arrangement are set
out in paragraph 3 of Part 3 of the Scheme Document.

Suspension and cancellation of listing and trading of RHM Shares

The listing of RHM Shares on the premium listing segment of the Official List
of the Financial Conduct Authority ("FCA") and the admission to trading of RHM
Shares on the London Stock Exchange's ("LSE") main market for listed
securities were suspended with effect from 7.30 a.m. (London time) today, 31
October 2023.

Applications have been made to the FCA and the LSE in relation to the
de-listing of RHM Shares from the premium listing segment of the Official List
and the cancellation of the admission to trading of RHM Shares on the LSE's
main market for listed securities, which is expected to take place by 8.00
a.m. (London time) on 1 November 2023.

Director changes

As the Scheme has now become Effective, RHM announces that, as of today's
date, Robert Naylor, Caroline Chan, Audrey McNair and Francis Keeling have
tendered their resignations and have stepped down from the RHM Board.

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

Timetable

The expected timetable of principal events for the implementation of the
Scheme remains as set out in the Scheme Document and is also set out below.
The dates are indicative only and are subject to change. If any of the dates
and/or times in the expected timetable change, the revised dates and/or times
will be notified by announcement through a Regulatory Information Service with
such announcement being made available on RHM's website at
www.roundhillmusicroyaltyfund.com.

 EVENT                                                                      TIME AND/OR DATE
 Cancellation of listing of RHM Shares on London Stock Exchange             By 8.00 a.m. on Wednesday 1 November 2023

 Latest date for despatch of cheques, electronic payment and/or settlement  14 November 2023
 through CREST to RHM Shareholders in respect of the Cash Consideration

 

 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.

 

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