TIDMRHM
RNS Number : 7417R
Round Hill Music Royalty Fund Ltd
30 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
30 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
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 18 October 2023, the board of RHM announced that at a Court
Meeting of Scheme Shareholders and General Meeting of RHM
Shareholders held on the same date as the announcement, the
necessary resolutions had been duly passed to implement the
recommended cash offer made by Concord Bidco to acquire the entire
issued and to be issued share capital of RHM (the "Acquisition") by
way of a Court-sanctioned scheme of arrangement under Part VIII of
the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme").
RHM is pleased to announce that following the Court Hearing held
earlier today, the Guernsey Court has sanctioned the Scheme
pursuant to which the Acquisition is being implemented.
Pursuant to the Scheme Court Order granted today, the Scheme
shall become effective on delivery of the Scheme Court Order to the
Guernsey Registry which is scheduled to be tomorrow, 31 October
2023.
Suspension of trading of RHM Shares
Applications have been made for the suspension of trading in RHM
Shares on the London Stock Exchange's ("LSE") main market for
listed securities and the listing of RHM Shares on the premium
listing segment of the Official List of the Financial Conduct
Authority ("FCA") and such suspensions are expected to take effect
from 7.30 a.m. (London time) on 31 October 2023. The de-listing of
RHM Shares from the premium listing segment of the Official List of
the FCA and the cancellation of the admission to trading of RHM
Shares on the LSE's main market for listed securities have also
been applied for and is expected, subject to the Scheme becoming
effective, to take place by 8.00 a.m. (London time) on 1 November
2023.
Full details of the Acquisition are set out in the Scheme
Document.
General
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
("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.
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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