Round Hill Music Royalty Fund Ltd Results of Court Meeting & General Meeting (5669Q)

TIDMRHM

RNS Number : 5669Q

Round Hill Music Royalty Fund Ltd

18 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

18 October 2023

RECOMMED 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

RESULTS OF COURT MEETING AND GENERAL MEETING

RHM announces that at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash offer made by Concord Bidco to acquire the entire issued and to be issued share capital of RHM (the "Acquisition"), all resolutions were duly passed.

As previously announced, the Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme") and today:

(A) the requisite majority of Scheme Shareholders voted in favour of the Scheme at the Court Meeting; and

(B) the requisite majority of RHM Shareholders voted to pass the special resolution to implement the Scheme, including the amendment of RHM's articles of incorporation, at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published by RHM on 25 September 2023 in connection with the Acquisition (the "Scheme Document").

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

The total number of RHM Shares in issue at the Scheme Voting Record Time was 407,621,300). Therefore, the total voting rights in RHM at the Scheme Voting Record Time were 407,621,300.

Voting Results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Scheme Voting Record Time.

 
 Results      Scheme Shares Voted     Scheme Shareholders     Number of 
  of Court                             who voted**             Scheme Shares 
  Meeting                                                      voted as a 
                                                               % of Scheme 
                                                               Shares eligible 
                                                               to be voted* 
              Number        % *       Number      % * 
             ------------  --------  ----------  ---------- 
 For          278,283,362     99.99          81      100.00              68.27 
             ------------  --------  ----------  ----------  ----------------- 
 Against           40,485      0.01           4        4.94               0.01 
             ------------  --------  ----------  ----------  ----------------- 
 Total        278,323,847   100.00%          81      104.94              68.28 
             ------------  --------  ----------  ----------  ----------------- 
 

* Rounded to two decimal places.

**Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. This also results in the percentages in the fifth column of the above table being, in total, over 100%.

Voting Results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each RHM Shareholder, present in person or by proxy, was entitled to one vote per RHM Share held at the Scheme Voting Record Time.

 
                               FOR                  AGAINST                  TOTAL            WITHHELD** 
 Special              Number        % of      Number      % of      Number        Number      Number 
  Resolution           of votes      votes*    of votes    votes*    of votes      of votes    of votes 
                                               against                             as a 
                                                                                   % of 
                                                                                   Shares 
                                                                                   eligible 
                                                                                   to be 
                                                                                   voted* 
                     ------------  --------  ----------  --------  ------------  ----------  ----------- 
 Approving 
  implementation 
  of the Scheme, 
  including 
  amendment 
  to articles 
  of incorporation    281,135,734     99.99      40,485      0.01   281,176,219       68.98            0 
                     ------------  --------  ----------  --------  ------------  ----------  ----------- 
 

* Rounded to two decimal places.

**A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Resolution.

A copy of the Resolution passed at the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Effective Date and Timetable

The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing, which is expected to be held on 30 October 2023, with the Scheme becoming effective thereafter on 31 October 2023.

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. The dates will depend, among other things, on the date upon which (i) the Conditions set out in Part 4 of the Scheme Document are satisfied; and (ii) the Court sanctions the Scheme. 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 (1) 
 Results of the Court Meeting               Wednesday 18 October 2023 
  and the General Meeting published 
  on a Regulatory Information 
  Service 
 Ex-dividend date for Special                Thursday 19 October 2023 
  Dividend 
 Record date for Special Dividend              Friday 20 October 2023 
 Payment date for Special Dividend             Friday 27 October 2023 
 Court Hearing                                 Monday 30 October 2023 
 Announcement in respect of Scheme             Monday 30 October 2023 
  to be published on a Regulatory 
  Information Service 
 Last day of dealings in, and                  Monday 30 October 2023 
  for registration of transfers 
  of, RHM Shares on the London 
  Stock Exchange, and disablement 
  of RHM Shares in CREST 
 Scheme Record Time                      6.00 p.m. on 30 October 2023 
 Dealings in RHM Shares suspended     7.30 a.m. on Tuesday 31 October 
  on the London Stock Exchange                                   2023 
 Effective Date of the Scheme                 Tuesday 31 October 2023 
 Cancellation of listing of RHM           By 8.00 a.m. on Wednesday 1 
  Shares on London Stock Exchange                       November 2023 
 Latest date for despatch of                         14 November 2023 
  cheques, electronic payment 
  and/or settlement through CREST 
  to RHM Shareholders in respect 
  of the Cash Consideration 
 Long Stop Date (2)                                  29 December 2023 
 

(1) The dates and times given are indicative only and are based on RHM's current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to RHM Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on RHM's website at https://roundhillmusicroyaltyfund.com/offer-for-the-fund .

(2) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed between Concord Bidco and RHM (and, if required, subject to the Panel's consent and approval by the Court).

 
 Enquiries 
 RHM                                    Via Cavendish 
 Robert Naylor (Chairman) 
 Cavendish (Rule 3 Adviser, 
  Financial Adviser and Corporate 
  Broker to RHM) 
 James King                          [phone] 
 William Talkington                  [phone] 
 JTC (Company Secretary and 
  Administrator to RHM)              [phone] 
 Mariana Enevoldsen 
 Fourth Pillar (Financial PR 
  Advisers to RHM) 
 Claire Turvey                       [phone] 
 Lynne Best                          [phone] 
 Concord                              [phone] 
 Kelly Voigt (SVP, Corporate 
  Communications 
 J.P. Morgan Cazenove (Sole 
  Financial Adviser to Concord 
  Bidco and Concord)                 [phone] 
 Jonty Edwards 
 Brent Ballard 
 Rupert Budge 
 Edward Hatter 
 H/Advisors Maitland (PR Adviser 
  to Concord Bidco) 
 Neil Bennett                         [phone] 
 Sam Cartwright                       [phone] 
 

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 [phone]. 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 , 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 [phone] 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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October 18, 2023 09:34 ET (13:34 GMT)