RHM.L Regulatory News (RHM)

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

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

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.

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, 18th 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.