Form 8 (OPD) - Round Hill Music Royalty Fund Ltd

Round Hill Music Royalty Fund Ltd

19 September 2023

 

19 September 2023

ROUND HILL MUSIC ROYALTY FUND LIMITED

(the "Company" or "RHM")

Registration number: 68002

Legal Entity Identifier: 213800752UO1CJTV8C39

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Round Hill Music Royalty Fund Limited
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Round Hill Music Royalty Fund Limited
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	18 September 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a) Interests in Round Hill Music Royalty Fund Limited's ordinary shares in which the directors of Round Hill Music Royalty Fund Limited are interested (including their close relatives and related trusts): Ordinary shares of no par value Director (or close relative or related trust) Number of Round Hill Music Royalty Fund Limited ordinary shares held Percentage of total issued share capital (excluding treasury shares) Robert Naylor* 100,000 0.02 Caroline Chan 50,000 0.01 Francis Keeling 75,000 0.01 Audrey McNair 28,697 0.00 * 50,000 of these shares are beneficially owned by Áinne Naylor the wife of Robert Naylor. (b) Interests in Round Hill Music Royalty Fund Limited's ordinary shares in which persons acting, or deemed to be acting, in concert with Round Hill Music Royalty Fund Limited are interested: Ordinary shares of no par value Person acting in concert with Round Hill Music Royalty Fund Limited Number of Round Hill Music Royalty Fund Limited ordinary shares held Percentage of total issued share capital (excluding treasury shares) Turtlegrass Partners LLC* 12,827,999 3.14 Evergreen Partners, LP** 13,000,000 3.18 *Turtlegrass Partners, LLC is controlled by Joshua Gruss the founder and owner of Round Hill Music, LP, the investment manager of Round Hill Music Royalty Fund Limited. ** Evergreen Partners, LP is controlled by Martin Gruss, the father of Joshua Gruss.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

1          Date of disclosure:	19 September 2023
2          Contact name:	Mariana Enevoldsen
3          Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

FOR FURTHER INFORMATION

Round Hill
Josh Gruss, Founder and CEO	via Fourth Pillar  below
Steve Clark, COO
Cenkos
Sales:
Justin Zawoda-Martin	[phone]
Daniel Balabanoff	[phone]
Andrew Worne	[phone]
Corporate:
James King	[phone]
Will Talkington	[phone]
Fourth Pillar (Financial PR)
Claire Turvey	[phone] / [e-mail]
Lynne Best	[phone] / [e-mail]
Tomas Nevrkla JTC Mariana Enevoldsen	[phone] / [e-mail] [phone]

 

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