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 +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.
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 +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.
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 +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
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