Publication of Scheme Document

Round Hill Music Royalty Fund Ltd

25 September 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

25 September 2023

RECOMMENDED 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 (the "Companies Law")

PUBLICATION OF SCHEME DOCUMENT

On 8 September 2023, the board of directors of each of RHM and 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").

Publication of the Scheme Document

RHM is pleased to announce that a circular relating to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chairman of RHM, the full terms and conditions of the Scheme, an explanatory statement pursuant to Part VIII of the Companies Law, an expected timetable of principal events, a valuation report in respect of RHM's portfolio of investments as at 25 September 2023, notices of the Court Meeting and the General Meeting and details of the action to be taken by RHM Shareholders and Scheme Shareholders, has been published today on RHM's website at https://www.roundhillmusicroyaltyfund.com/offer-for-the-fund.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting are being sent to RHM Shareholders today.

Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) RHM Shareholders vote in favour of the Resolution at the General Meeting.

Notices convening the Court Meeting for 11.45 a.m. on 18 October 2023 and the General Meeting for 12.00 p.m. on 18 October 2023 (or as soon thereafter as the Court Meeting has concluded or been adjourned) to be held at the offices of Gowling WLG (UK) LLP at 4 More London Riverside, London SE1 2AU, are set out in the Scheme Document. Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to RHM Shareholders through RHM's website https://www.roundhillmusicroyaltyfund.com/offer-for-the-fund and by announcement through a Regulatory Information Service.

Scheme Shareholders and RHM Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods set out in the Scheme Document. 

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Therefore, Scheme Shareholders are strongly encouraged to sign and return their Forms of Proxy in accordance with the instructions thereon, or to appoint a proxy through CREST as soon as possible.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement.

The Scheme remains conditional on the approval of the requisite majority of Scheme Shareholders voting (in person or by proxy) at the Court Meeting and the requisite majority of RHM Shareholders voting (in person or by proxy) at the General Meeting. The Scheme is also subject to satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including the approval of the Court. The Scheme is expected to become Effective on 31 October 2023.

Recommendation

The RHM Directors, who have been so advised by Cavendish as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the RHM Directors, Cavendish has taken into account the commercial assessments of the RHM Directors. Cavendish is providing independent financial advice to the RHM Directors for the purposes of Rule 3 of the Takeover Code.

For the reasons set out above, the RHM Directors believe that the terms of the Acquisition (including the Scheme) are in the best interests of RHM Shareholders as a whole and recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and RHM Shareholders vote in favour of the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), and have irrevocably undertaken to do so in respect of their own beneficial holdings totalling in aggregate  253,697 RHM Shares, representing approximately 0.06 per cent. of the issued share capital of RHM as at the Latest Practicable Date.

Scheme Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Shareholder helpline

If you are an RHM Shareholder and have any queries about this Announcement, the Court Meeting, the General Meeting or on the completion and return of the Forms of Proxy, please contact the Registrar, JTC Registrars Limited, at PO Box 156, Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, Channel Islands GY1 4EU or on 01481 711 301 or from overseas [phone] between 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (excluding public holidays in the UK and Guernsey). 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. Please note that the Registrar cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.

Other information

Copies of this Announcement and the Scheme Document will be available for viewing on RHM's website at https://www.roundhillmusicroyaltyfund.com/offer-for-the-fund and Concord Bidco's website at http://www.concordcadence.com  by no later than 12.00 p.m. on the Business Day following the date of publication of the Scheme Document (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) up to and including the Effective Date (or the date the Scheme lapses or is withdrawn).

A copy of the Scheme Document will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries

RHM

Robert Naylor (Chairman)                                                                                         Via Cavendish

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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times in this Announcement are London times, unless otherwise stated.

EVENT	TIME AND/OR DATE
Despatch of the Scheme Document and announcement on a Regulatory Information Service	25 September 2023
Latest announcement date for Special Dividend	12 October 2023
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue Form of Proxy)	11.45 a.m. on 16 October 2023(1)
General Meeting (white Form of Proxy)	12.00 p.m. on 16 October 2023(2)
Scheme Voting Record Time for the Court Meeting and the General Meeting	6.00 p.m. on 16 October 2023(3)
Court Meeting	11.45 a.m. on 18 October 2023
General Meeting	12.00 p.m. on 18 October 2023(4)
Results of the Court Meeting and the General Meeting published on a Regulatory Information Service	18 October 2023
Ex-dividend date for Special Dividend	19 October 2023
Record date for Special Dividend	20 October 2023
Payment date for Special Dividend	27 October 2023

The dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Should any of these dates change, RHM will give adequate notice by issuing an announcement through a Regulatory Information Service, with such announcement being made available on RHM's website. Further updates and changes to these times will be notified in the same way. See also note (5).

EVENT	TIME AND/OR DATE
Court Hearing	30 October 2023
Announcement in respect of the Scheme to be published on a Regulatory Information Service	30 October 2023
Last day of dealings in, and for registration of transfers of, RHM Shares on the London Stock Exchange, and disablement of RHM Shares in CREST	30 October 2023
Scheme Record Time	6.00 p.m. on 30 October 2023
Dealings in RHM Shares suspended on the London Stock Exchange	7.30 a.m. on 31 October 2023
Effective Date of the Scheme	31 October 2023
Cancellation of listing of RHM Shares on London Stock Exchange	By 8.00 a.m. on 1 November 2023
Latest date for despatch of cheques, electronic payment and/or settlement through CREST to RHM Shareholders in respect of the Cash Consideration	14 November 2023
Long Stop Date(6)	29 December 2023

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 and on Concord Bidco's website at http://www.concordcadence.com.

(1)           It is requested that blue Forms of Proxy for the Court Meeting be lodged at least 48 hours (excluding any days which are not Business Days) prior to the time appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or emailed to and received by the Registrar at [e-mail]  before the start of the Court Meeting and will still be valid. Please see "Action to be taken" in paragraph 16 of Part 2 of the Scheme Document.

(2)           White Forms of Proxy for the General Meeting must be lodged with the Registrar at least 48 hours (excluding any days which are not Business Days) prior to the time appointed for the General Meeting. White Forms of Proxy may NOT be lodged after this time. Please see "Action to be taken" in paragraph 16 of Part 2 of the Scheme Document.

(3)           If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. London time on the day which is two Business Days before the date set for such adjourned Meeting.

(4)           Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(5)           These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions are satisfied or (if applicable) waived; and (ii) the Court sanctions the Scheme. RHM will give notice of the change(s) by issuing an announcement through a Regulatory Information Service, with such announcement being made available on RHM's website at https://roundhillmusicroyaltyfund.com/offer-for-the-fund and on Concord Bidco's website at http://www.concordcadence.com.

(6)           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).

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 for 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, 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. Cavendish has given, and not withdrawn, its consent to the inclusion in this Announcement of the references to its name and the advice it has given to RHM in the form and context in which they appear.

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 government 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 document 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 of 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 document, 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 https://www.roundhillmusicroyaltyfund.com/offer-for-the-fund and Concord Bidco's website at https://concordcadence.com/ by no later than 12 p.m. 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 Bidco'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, C/O JTC Group, The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom EC3M 7AF or by calling 01481 711 301 or from overseas [phone]. 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. to 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.

Disclosure requirements of the City Code on Takeovers and Mergers

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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END