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 +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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END
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