Conversion of C Shares - Conversion Ratio

6 May 2022

Round Hill Music Royalty Fund Limited

(the "Company")

Registration number: 68002

Legal Entity Identifier: 213800752UO1CJTV8C39

Conversion of C Shares - Conversion Ratio

Further to the announcement on 11 February 2022, the Board of Round Hill Music Royalty Fund Limited (the "Company") is pleased to announce the conversion ratio of the C Shares into new Ordinary Shares (the "New Shares") in accordance with the terms of the C Shares (as set out in the Company's Articles of Incorporation) (the "Conversion"), based on the respective unaudited estimated economic net asset values of the Ordinary Share pool and the C Share pool calculated as at 29 April 2022 (the "Calculation Date"). The Conversion will take effect on 11 May 2022 (the "Conversion Date").

Economic Net Asset Values ("Economic NAVs") and Conversion Ratio

The Directors determined that the Calculation Date for the Conversion was 29 April 2022. Accordingly, Conversion will be made by reference to the respective unaudited estimated net asset values per share of the C Shares and the Ordinary Shares at close of business on the Calculation Date which were as follows:

The C Shares will convert into new Ordinary Shares on the following basis (the "Conversion Ratio"):

0.8829 New Share for every 1 C Share held

Accordingly, the total number of New Shares arising on Conversion will be 76,371,067. Shareholders will not be entitled to a fraction of a New Shares arising on Conversion. Instead, their entitlement will be rounded down to the nearest whole number of New Shares. Fractional entitlements to New Shares will be aggregated and the whole number of New Shares will be sold with the proceeds retained for the benefit of the Company.

The New Shares arising on conversion of the C Shares will rank pari passu with the existing Ordinary Shares for any dividends or distributions declared after the Conversion Date.

Movement In Economic NAVs

The Economic NAVs previously reported by the Company for 31 December 2021, when the Company reported its audited annual accounts, were US$1.12 per Ordinary Share and US$1.03 per C Share.

The movement in the Economic NAVs between then and 29 April 2022 was affected, inter alia, by the following:

· The payment of the final dividend of US$0.015 per Ordinary Share on 9 March 2022;

· The revaluation of the Company's Ordinary Share Portfolio and C Shares portfolio by Citrin Cooperman (incorporating Massarsky Consulting, Inc) (the "Independent Valuer") as at 31 March 2022; and

· Ongoing revenue collections and expenses of the Company.

The Board wishes to draw Shareholders' attention to the change in the Economic NAV of the C Shares since 31 December 2021. Over the period, the Economic NAV per C Share has declined from US$1.03 as of 31 December 2021 to US$1.00 as of 31 March 2022, a decline of 3.8%. This decline was driven by expenses incurred and partially offset by the revenue collected during the period, and lower underlying Fair Value determined by the Independent Valuer for the C Share Catalogues purchased in early 2022. 

Admission

On the basis of the Conversion Ratio, application has been made for 76,371,067 New Shares arising on conversion to be admitted to trading on the Specialist Fund Segment of the Main Market of London Stock Exchange. Dealings in the New Shares arising on Conversion are expected to commence on Wednesday, 11 May 2022.

Conversion Timetable

Conversion will occur in accordance with the following timetable:

References to all times are to London times unless otherwise stated.

 Removal of the C Shares

Application will be made for the C Shares to be removed from trading on the Specialist Fund Segment of the Main Market of London Stock Exchange by the opening of trading at 8.00am on 11 May 2022.

 Unless otherwise defined, capitalised terms used in this Announcement shall have the same meaning as set out in the Prospectus. A copy of the Prospectus is available on National Storage Mechanism at https://data.fca.org.uk/a/nsm/nationalstoragemechanism as well as on the Company's website at www.roundhillmusicroyaltyfund.com.

FOR FURTHER INFORMATION

Notes: 

The Company is a non-cellular Guernsey company. The Company's Investment Objective is to provide investors with an attractive level of regular and growing income and capital returns from investment primarily in high quality, music intellectual property. In order to achieve its Investment Objective the Company will invest in a songwriter's copyright interest in a musical composition or song (being their writer's share, their publisher's share and their performance rights) together with the rights in the recording of the musical composition or song (known as the master recording rights) together with all such rights and assets considered by its investment manager, Round Hill Music LP ("Round Hill") to be ancillary thereto. 

Founded in 2010, Round Hill is a fully integrated owner and operator of music copyright properties and the sixth largest music publishing company in the US. Headquartered in New York with additional offices in Nashville, Los Angeles and London, Round Hill has an experienced management and investment team with an established reputation and extensive experience in the music and finance industries.