Tender Offer and Notice of EGM

Riverstone Energy Limited

17 August 2023

 

LEI: 213800HAZOW1AWRSZR47

17 August 2023

Riverstone Energy Limited

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

This announcement includes inside information

Tender Offer and Notice of Extraordinary General Meeting

Riverstone Energy Limited (the "Company") announces a Tender Offer for up to 13,840,830 of the Company's ordinary shares (the "Shares"), representing approximately 30.4 per cent. of the existing Shares in issue (excluding any Shares held in treasury), to be acquired at a single price equal to £5.78 per Share (the "Tender Price"). Capitalised terms used but not otherwise defined in this announcement shall have the same meaning as set out in the circular in respect of the Tender Offer (the "Circular") being published later today. 

The Tender Price is equal to the closing market price per Share on 16 August 2023 (being the latest practicable date prior to publication of the Circular) and represents a 43.5 per cent. discount to the Net Asset Value per Share as at 30 June 2023.

The Board has arranged for the Tender Offer to be made to enable those Eligible Shareholders who wish to realise a portion of their investment in the Company to do so, whilst ensuring that continuing Shareholders who do not wish to tender their Shares are not disadvantaged, as the Tender Offer is expected to be accretive to the Company's prevailing published NAV at the point of completion of the Tender Offer.

The Tender Offer will be available to Eligible Shareholders on the Register as at the Record Date, which is 6.00 p.m. (London time) on 26 September 2023.

Reasons for the tender offer and outlook for the Company

As a result of asset disposals and strong cashflows from the Company's portfolio of investments, as at 16 August 2023 (being the latest practicable date prior to publication of the Circular) the Company held aggregate cash balances of approximately US$123 million. The Company has determined to use £80 million of its available cash (equivalent to approximately US$100 million as at 16 August 2023[1])  to provide the opportunity for all Eligible Shareholders on the Record Date to exit part of their Shareholding in the Company by participating in the Tender Offer.

Following completion of the Tender Offer at the end of September 2023, and assuming the Tender Offer is accepted in full, the Company's residual cash balances (taking into account, amongst other things, further cash flows expected from the Company's investments) are expected to total approximately US$30 million.

The Tender Offer

The maximum number of Shares to be acquired under the Tender Offer is 13,840,830 Shares, representing approximately 30.4 per cent. of the Shares in issue (excluding any Shares held in treasury) as at 16 August 2023 and equal in value to £80 million at the Tender Price (the "Available Shares").

The Record Date for participation in the Tender Offer is 6.00 p.m. on 26 September 2023. The Tender Offer is subject to certain conditions set out in the Circular and may be suspended or terminated in certain circumstances, as set out in the Circular.

The Company will repurchase from successfully tendering Shareholders (other than certain Overseas Persons) up to 30.4 per cent. of the Shares registered in their name (the "Basic Entitlement"), rounded down to the nearest whole number of Shares. Shareholders will also have the option to tender additional Shares to the extent that other Shareholders tender less than their Basic Entitlement. Any such excess tenders will be satisfied pro rata in proportion to the amount tendered in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares).

An Eligible Shareholder tendering up to its Basic Entitlement will have such tender satisfied in full. Any Eligible Shareholder tendering more than its Basic Entitlement ("Excess Applications") will have its Excess Application satisfied if there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement, and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.

Unless withdrawn in accordance with the instructions set out in the Circular, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

Further information on how to participate in the Tender Offer and how to tender Shares are set out in the Circular.

Taxation

Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The attention of Shareholders is drawn to the Circular which sets out a general guide to certain aspects of current law and tax authority practice in respect of UK and US taxation. Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom or the United States should consult an appropriate professional adviser.

Takeover Code

Shareholders should note the following important information relating to certain provisions of the Takeover Code, which will be relevant to purchases of Shares after the date of the Circular.

Under Rule 9 of the Takeover Code, any person or group of persons deemed to be acting in concert who acquires an interest in shares which carry 30 per cent. or more of the voting rights of a company to which the Takeover Code applies is normally required by the Takeover Panel to make a general offer to shareholders of that company to acquire their shares. Rule 9 of the Takeover Code also provides that any person or group of persons deemed to be acting in concert who is interested in shares which in the aggregate carry between 30 per cent. and 50 per cent. of the voting rights of a company to which the Takeover Code applies will be unable, without the Takeover Panel's consent, to acquire, either individually or together, any further voting rights in the company without being required to make a general offer to shareholders of that company to acquire their shares. An offer under Rule 9 must be in cash and at the highest price paid by the person required to make the offer or any person acting in concert with him for any interest in shares in the company during the 12 months prior to the announcement of the offer.

Under Rule 37.1 of the Takeover Code, when a company purchases its own voting shares, a resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9. A shareholder not acting in concert with the directors will not incur an obligation to make a general offer under Rule 9 if, as a result of the purchase of its own shares by a company, he comes to exceed the percentage limits set out in Rule 9. However, this exception will not normally apply when a shareholder not acting in concert with the directors has acquired an interest in shares at a time when he had reason to believe that such a purchase of its own shares by the company would take place.

A Shareholder not acting in concert with the Directors may, therefore, incur an obligation under Rule 9 to make a general offer to Shareholders to acquire their Shares if, as a result of the purchase by the Company of its own Shares from other Shareholders, he, she or it comes to hold or acquires an interest in 30 per cent. or more of the Shares following the Tender Offer or otherwise and he, she or it has purchased Shares or an interest in Shares when he, she or it had reason to believe that the Company would purchase its own Shares (under the Tender Offer or otherwise). The Company is not aware of any Shareholder or concert party which, following completion of the Tender Offer, will have an interest in 30 per cent. or more of the Shares.

Extraordinary General Meeting

The implementation of the Tender Offer requires the approval of Shareholders. A notice convening an Extraordinary General Meeting of the Company, which is to be held at 2.00 p.m. (London time) on 27 September 2023 at Trafalgar Court, Les Banques St Peter Port Guernsey GY1 4LY, Channel Islands, is set out at the end of the Circular. The quorum requirement for the Extraordinary General Meeting is not less than two Shareholders present in person or by proxy (or, in the case of a corporation, by a duly appointed representative).

The Resolution is to be proposed as a special resolution under Guernsey law, and must be passed in order to enable the implementation of the Tender Offer. As a special resolution, the Resolution requires not less than 75 per cent. of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, not less than 75 per cent. of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.

The Resolution permits the Company to effect the Tender Offer so as to permit those Eligible Shareholders who wish to realise their investment (whether in whole or in part) to do so, subject to the terms and conditions of the Tender Offer and the extent to which Eligible Shareholders tender their Shares.

Board and Investment Manager intentions in relation to the Tender Offer

The Directors make no recommendation to Shareholders as to whether they should tender Shares in the Tender Offer. Whether Shareholders decide to tender Shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.

The Board recommends Shareholders to vote in favour of the Resolution to be proposed at the Extraordinary General Meeting, as the Directors intend to do in respect of their own beneficial holdings totalling 26,202 Shares (representing approximately 0.057 per cent. of the Company's issued share capital.

No Directors will tender Shares owned or controlled by that Director in the Tender Offer, nor will any Shares held by entities affiliated with the Investment Manager be tendered in the Tender Offer.

Expected Timetable

Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting	2.00 p.m. on 25 September 2023
Latest time and date for receipt of Tender Forms and TTE Instructions	1.00 p.m. on 26 September 2023
Record Date for Tender Offer	6.00 p.m. on 26 September 2023
Extraordinary General Meeting	2.00 p.m. on 27 September 2023
Results of Extraordinary General Meeting and results of Tender Offer announced	27 September 2023
Repurchase date for successfully tendered Shares	29 September 2023
Settlement through CREST of, and despatch of cheques for, the Tender Offer consideration, as appropriate	by 6 October 2023
Despatch of balance share certificates and crediting of CREST accounts with Shares not purchased	by 6 October 2023

All references are to local time in London on the day in question.

The dates set out in the expected timetable may be adjusted by the Company in which event details of the new dates will be notified to Shareholders via an announcement made by the Company through a Regulatory Information Service.

Share Buyback Programme

The authority to repurchase Shares in the Tender Offer pursuant to the Resolution to be proposed at the EGM is in addition to the authority for the Company to make market purchases of Shares granted at the Company's annual general meeting on 23 May 2023. The Company will not make market purchases of Shares while the Tender Offer is continuing. The Company may resume its market purchase share buyback programme following the completion of the Tender Offer, although any decision to resume the buyback programme, and the timing of any such purchases, will be entirely at the Board's discretion and subject to, amongst other things, applicable law, the Company's performance, market conditions and the cash reserves available to the Company, in each case as determined by the Board at the relevant time.

Publication of Circular

The Circular, which contains the full terms and conditions of the Tender Offer, instructions to Eligible Shareholders on how to tender their Shares should they choose to do so, is being posted to Eligible Shareholders.

A copy of the Circular will shortly be available to view on the Company's website at https://www.riverstonerel.com/

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

For further information

For Riverstone Energy Limited:

Josh Prentice

[phone]

J.P. Morgan Cazenove - Joint Corporate Broker

William Simmonds

Jeremie Birnbaum

[phone]

Numis Securities Limited - Joint Corporate Broker

Hugh Jonathan

Vicki Paine

[phone]

About Riverstone Energy Limited:

REL is a closed-ended investment company which invests in the energy industry that has since 2020 been exclusively focussed on pursuing and has committed $193 million to a global strategy across decarbonisation sectors presented by Riverstone's investment platform. REL's ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE. REL has 15 active investments spanning decarbonisation, oil and gas, renewable energy and power in the Continental U.S., Western Canada, Europe and Australia.

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.

This announcement includes inside information as defined in Article 7 of the UK Market Abuse Regulation No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

---

[1]               Based on an exchange rate of £1 = US$1.28, FX spot rate at 16 August 2023.

 

END