TIDMRHM
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 , 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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END
DIVBLBDGRUBDGXB
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October 12, 2023 02:00 ET (06:00 GMT)
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