Result of AGM

RNS Number : 7524Z

Riverstone Energy Limited

21 May 2019

 

21 May 2019

RIVERSTONE ENERGY LIMITED

 ("REL" or the "Company")

Results of the Annual General Meeting ("AGM")

The Company is pleased to announce that, at the Sixth AGM held at 10.30 a.m. (BST) on 21 May 2019, each of the Resolutions were duly passed without amendment.

The details of each resolution are as follows:

ORDINARY RESOLUTIONS

Resolution 1

IT WAS RESOLVED to receive and consider the annual audited financial statements of the Company for the year ended 31 December 2018.

For (including discretionary)	62,206,834 votes
Against	23,702 votes
Withheld	0 votes

Resolution 2

IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.

For (including discretionary)	62,229,131 votes
Against	0 votes
Withheld	1,405 votes

Resolution 3

IT WAS RESOLVED that the Board of Directors determine the remuneration of the Auditor.

For (including discretionary)	62,230,536 votes
Against	0 votes
Withheld	0 votes

Resolution 4

IT WAS RESOLVED to re-elect Peter Barker as a director.

For (including discretionary)	60,763,851 votes
Against	1,059,869 votes
Withheld	406,816 votes

Resolution 5

IT WAS RESOLVED to re-elect Patrick Firth as a director.

For (including discretionary)	60,526,514 votes
Against	1,297,206 votes
Withheld	406,816 votes

Resolution 6

IT WAS RESOLVED to re-elect Richard Hayden as a director.

For (including discretionary)	59,618,066 votes
Against	2,205,654 votes
Withheld	406,816 votes

Resolution 7

IT WAS RESOLVED to re-elect Pierre F. Lapeyre as a director.

For (including discretionary)	60,738,744 votes
Against	1,084,976 votes
Withheld	406,816 votes

Resolution 8

IT WAS RESOLVED to re-elect David M. Leuschen as a director.

For (including discretionary)	60,738,744 votes
Against	1,084,976 votes
Withheld	406,816 votes

Resolution 9

IT WAS RESOLVED to re-elect Kenneth Ryan as a director.

For (including discretionary)	60,738,744 votes
Against	1,084,976 votes
Withheld	406,816 votes

Resolution 10

IT WAS RESOLVED to re-elect Jeremy Thompson as a director.

For (including discretionary)	60,763,851 votes
Against	1,059,869 votes
Withheld	406,816 votes

Resolution 11

IT WAS RESOLVED to re-elect Claire Whittet as a director.

For (including discretionary)	60,581,455 votes
Against	1,242,265 votes
Withheld	406,816 votes

In accordance with LR 9.6.18, details of those resolutions passed, which were not ordinary business of the AGM, follow:-

Resolution	Votes For (including discretionary)	Votes Against	Votes Withheld*
12 - Special	62,230,057 votes	129 votes	350 votes
13 - Special	58,265,483 votes	3,964,703 votes	350 votes

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

Resolution 12 That the Company be and is hereby generally and unconditionally authorised in accordance with the Companies (Guernsey) Law, 2008, as amended (the "Companies Law") (subject to the Listing Rules made by the UK Listing Authority and all other applicable legislation and regulations), to make market acquisitions (as defined in the Companies Law) of each class of its shares (either for the retention as treasury shares for resale or transfer, or cancellation), PROVIDED THAT:

a.    the maximum number of shares authorised to be purchased shall be 11,976,520 Ordinary Shares (as defined in the Company's articles of incorporation (the "Articles") (being 14.99 per cent. of the Ordinary Shares in issue (excluding shares held in treasury) as at the latest practicable date prior to the date of publication of this document); b.    the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be one penny; c.     the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for an Ordinary Share on the relevant market for the five business days immediately preceding the date on which the Ordinary Share is purchased; and (b) the higher of (i) the price of the last independent trade for an Ordinary Share and (ii) the highest current independent bid for an Ordinary Share at the time of purchase; and d.    he authority hereby conferred shall expire at the next annual general meeting of the Company due to be held in 2020 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in a general meeting save that the Company may make an offer or agreement to acquire shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of shares pursuant to such an offer or agreement as if the authority had not expired.

Resolution 13 That, in accordance with Article 6.7 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) equity securities (within the meaning of the Company's Articles) for cash on a non-preemptive basis as if Article 6.2 of the Articles did not apply to any such allotment and issue, provided that this power shall be limited to the allotment and issue of (i) up to a maximum number of equity securities equal to 7,989,673 Ordinary Shares in the Company (being 10 per cent. of the Ordinary Shares in issue as at the latest practicable date prior to the date of this notice) and (ii) an unlimited number of Ordinary Shares in accordance with the Performance Allocation Reinvestment Agreement dated 23 September 2013 between the Company and Riverstone Energy Limited Capital Partners, LP, acting by its general partner Riverstone Holdings II (Cayman) Ltd. ("RELCP"), pursuant to which RELCP agrees to reinvest the portion of each Performance Allocation (as defined and described in the IPO Prospectus) attributable to RELCP, and shall expire on the date falling 15 months after the date of passing of this Resolution 13 or the conclusion of the next annual general meeting of the Company in 2020, whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell from treasury) equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 13 has expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot and issue equity securities in the capital of the Company for cash as if the pre-emption rights contained in Article 6.2 of the Articles did not apply to such allotment and issue but without prejudice to any allotment and issue of equity securities already made, offered or agreed to be made pursuant to such authorities.

- ENDS -

About Riverstone Energy Limited:

REL is a closed-ended investment company that invests exclusively in the global energy industry across all sectors. REL aims to capitalise on the opportunities presented by Riverstone's energy investment platform. REL is a member of the FTSE 250 and its ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE. REL has 12 active investments spanning oil and gas, energy services, and power in the Continental U.S., Western Canada, Gulf of Mexico, Europe and credit.

For further details, see www.RiverstoneREL.com

Neither the contents of Riverstone Energy Limited's website nor the contents of any website accessible from hyperlinks on the websites (or any other website) is incorporated into, or forms part of, this announcement.

Media Contacts

Estera International Fund Managers (Guernsey) Limited

[phone]

For Riverstone Energy Limited:

Natasha Fowlie

Brian Potskowski

[phone]

 

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