Round Hill Music Royalty Fund Ltd Scheme of Arrangement becomes Effective (8629R)

TIDMRHM

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

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

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     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 
 
 
 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.

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October 31, 2023 05:53 ET (09:53 GMT)