Round Hill Music - Conversion of C Shares - Conversion Ratio
06/05/2022 07:00
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RNS Number : 5359K Round Hill Music Royalty Fund Ltd 06 May 2022
6 May 2022
Round Hill Music Royalty Fund Limited
(the "Company")
Registration number: 68002
Legal Entity Identifier: 213800752UO1CJTV8C39
Conversion of C Shares - Conversion Ratio
Further to the announcement on 11 February 2022, the Board of Round Hill Music
Royalty Fund Limited (the "Company") is pleased to announce the conversion
ratio of the C Shares into new Ordinary Shares (the "New Shares") in
accordance with the terms of the C Shares (as set out in the Company's
Articles of Incorporation) (the "Conversion"), based on the respective
unaudited estimated economic net asset values of the Ordinary Share pool and
the C Share pool calculated as at 29 April 2022 (the "Calculation Date").
The Conversion will take effect on 11 May 2022 (the "Conversion Date").
Economic Net Asset Values ("Economic NAVs") and Conversion Ratio
The Directors determined that the Calculation Date for the Conversion was 29
April 2022. Accordingly, Conversion will be made by reference to the
respective unaudited estimated net asset values per share of the C Shares and
the Ordinary Shares at close of business on the Calculation Date which were as
follows:
As at 29 April 2022
Economic Net Asset Value per Ordinary Share US$1.13
Economic Net Asset Value per C Share US$1.00
The C Shares will convert into new Ordinary Shares on the following basis (the
"Conversion Ratio"):
0.8829 New Share for every 1 C Share held
Accordingly, the total number of New Shares arising on Conversion will be
76,371,067. Shareholders will not be entitled to a fraction of a New Shares
arising on Conversion. Instead, their entitlement will be rounded down to
the nearest whole number of New Shares. Fractional entitlements to New
Shares will be aggregated and the whole number of New Shares will be sold with
the proceeds retained for the benefit of the Company.
The New Shares arising on conversion of the C Shares will rank pari passu with
the existing Ordinary Shares for any dividends or distributions declared after
the Conversion Date.
Movement In Economic NAVs
The Economic NAVs previously reported by the Company for 31 December 2021,
when the Company reported its audited annual accounts, were US$1.12 per
Ordinary Share and US$1.03 per C Share.
The movement in the Economic NAVs between then and 29 April 2022 was affected,
inter alia, by the following:
· The payment of the final dividend of US$0.015 per Ordinary Share on 9
March 2022;
· The revaluation of the Company's Ordinary Share Portfolio and C
Shares portfolio by Citrin Cooperman (incorporating Massarsky Consulting, Inc)
(the "Independent Valuer") as at 31 March 2022; and
· Ongoing revenue collections and expenses of the Company.
The Board wishes to draw Shareholders' attention to the change in the Economic
NAV of the C Shares since 31 December 2021. Over the period, the Economic NAV
per C Share has declined from US$1.03 as of 31 December 2021 to US$1.00 as of
31 March 2022, a decline of 3.8%. This decline was driven by expenses incurred
and partially offset by the revenue collected during the period, and lower
underlying Fair Value determined by the Independent Valuer for the C Share
Catalogues purchased in early 2022.
Admission
On the basis of the Conversion Ratio, application has been made for 76,371,067
New Shares arising on conversion to be admitted to trading on the Specialist
Fund Segment of the Main Market of London Stock Exchange. Dealings in the
New Shares arising on Conversion are expected to commence on Wednesday, 11 May
2022.
Conversion Timetable
Conversion will occur in accordance with the following timetable:
Event Date (2022)
Calculation Date Friday, 29 April
Announcement of Conversion Ratio Friday, 6 May
Record Date for Conversion and C Share register closes 6.00pm on Tuesday, 10 May
Admission of New Shares arising on Conversion 8.00am on Wednesday, 11 May
CREST accounts credited with New Shares in uncertificated form Wednesday, 11 May
Share certificates in respect of New Shares in certificated form dispatched Week commencing 16 May
References to all times are to London times unless otherwise stated.
Removal of the C Shares
Application will be made for the C Shares to be removed from trading on the
Specialist Fund Segment of the Main Market of London Stock Exchange by the
opening of trading at 8.00am on 11 May 2022.
Unless otherwise defined, capitalised terms used in this Announcement shall
have the same meaning as set out in the Prospectus. A copy of the Prospectus
is available on National Storage Mechanism
at https://data.fca.org.uk/a/nsm/nationalstoragemechanism as well as on the
Company's website at www.roundhillmusicroyaltyfund.com.
FOR FURTHER INFORMATION
Round Hill
Josh Gruss, Founder and CEO via Buchanan below
Steve Clark, COO
Cenkos
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
Buchanan
Charles Ryland +44 20 7466 5107
Henry Wilson +44 20 7466 5111
Hannah Ratcliff +44 20 7466 5102
JTC
Mariana Enevoldsen +44 1481 702 485
Notes:
The Company is a non-cellular Guernsey company. The Company's Investment
Objective is to provide investors with an attractive level of regular and
growing income and capital returns from investment primarily in high quality,
music intellectual property. In order to achieve its Investment Objective the
Company will invest in a songwriter's copyright interest in a musical
composition or song (being their writer's share, their publisher's share and
their performance rights) together with the rights in the recording of the
musical composition or song (known as the master recording rights) together
with all such rights and assets considered by its investment manager, Round
Hill Music LP ("Round Hill") to be ancillary thereto.
Founded in 2010, Round Hill is a fully integrated owner and operator of music
copyright properties and the sixth largest music publishing company in the US.
Headquartered in New York with additional offices in Nashville, Los
Angeles and London, Round Hill has an experienced management and investment
team with an established reputation and extensive experience in the music and
finance industries.
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