Notice of AGM

Riverstone Credit Opps. Inc PLC

24 April 2024

 

24 April 2024

Riverstone Credit Opportunities Income Plc ("RCOI" or the "Company")

Notice of AGM

Proposals for Managed Wind-down

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Annual General Meeting

The Company announces that its annual general meeting ("Annual General Meeting" or "AGM") will be held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London, EC1A 2FG, United Kingdom at 2.00 p.m. (BST) on 22 May 2024.

In addition to the usual agenda items considered at each AGM of the Company, the notice of the Annual General Meeting (the "Notice of AGM") also sets out proposals for the commencement of a managed wind-down of the Company from the conclusion of the AGM. The implementation of a managed wind-down requires the approval of Shareholders: (i) to amend the Company's investment policy; and (ii) to amend the Company's articles of association (the "Articles"), in each case on the terms described below and in further detail in the Notice of AGM (the "Wind-down Resolutions"). The Wind-down Resolutions will be proposed to Shareholders at the AGM.

The Notice of AGM has been despatched to all Shareholders today. Capitalised terms used but not otherwise defined in this announcement shall have the same meaning as set out in the Notice of AGM.

Shareholders should complete and sign the proxy form accompanying the Notice of AGM in accordance with the instructions printed on the proxy form by using www.signalshares.com or appointing a proxy electronically if their shares are held in CREST. Hardcopy proxy forms should be returned to Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Please return your forms as soon as possible and, in any event, prior to 2.00 p.m. on 20 May 2024 or not less than 48 hours before the time of the meeting or any adjourned meeting.

Copies of the Notice of AGM and Form of Proxy will shortly be available for inspection at the National Storage Mechanism website at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

An electronic copy of the Notice of AGM will also shortly be available on the Company's website www.riverstonecoi.com.

Proposals for managed wind-down

Following careful consideration and consultation with Riverstone Investment Group LLC (the "Investment Manager"), its sub-manager, Breakwall Capital LLC ("Breakwall"), its advisers and certain significant Shareholders, the Company's board of directors (the "Board") has determined that a managed wind-down of the Company's portfolio at this time is in the best interests of Shareholders.

In particular, under the Company's existing articles of association (the "Articles"), the Company is required, at or around the time of its annual general meeting in 2024, to offer Shareholders the opportunity to elect for all or some of their Ordinary Shares to be redesignated as realisation shares of US$0.01 each in the capital of the Company ("Realisation Shares") on a one for one basis (a "Realisation Election"). Save in limited circumstances (including as described below), if any Realisation Elections were to be made, the Company's assets and liabilities would be allocated pro rata between a pool attributable to the holders of Ordinary Shares and a pool attributable to the holders of the Realisation Shares. Thereafter, proceeds from repayment or realisation of any investments attributable to the realisation pool would not be reinvested and instead (subject to payment of all relevant liabilities) would be returned to holders of the Realisation Shares in the discretion of the Directors following realisation of the relevant investments.

The Articles also provide that, if the number of Realisation Elections received by the Company would mean that the net asset value attributable to the remaining Ordinary Shares would be below US$50 million, no redesignations into Realisation Shares would take effect and, instead, the Company would commence the managed wind down of its entire investment portfolio by automatically adopting the following investment policy to be "To realise the Company's assets on a timely basis with the aim of making progressive returns of cash to holders of Ordinary Shares as soon as practicable" (the "Wind-down Investment Policy").

Following discussions with certain of the Company's significant Shareholders as to their intentions in respect of any Realisation Election, the Board believes that the net asset value attributable to the Ordinary Shares as a result of such Realisation Elections would be significantly below US$50 million, and that the Company would enter into a managed wind-down of the whole of its investment portfolio at the end of the relevant election period.

In the unlikely event that the net asset value of the Ordinary Shares following the Realisation Elections were to be greater than US$50 million, the Company's size would nevertheless be reduced to such an extent that, in the view of the Board, the Company's continued operation would not be in the best interests of Shareholders. In particular:

•           Although the Company's investment performance has been in line with its objectives, delivering strong income returns to Shareholders, the Ordinary Shares have for the past few years persistently traded at a discount to its net asset value, and the Company expects that this discount would likely be exacerbated were the Company to decrease further in size.

•          The Company's ongoing fixed operating costs would be spread across a smaller number of Ordinary Shares.

•         The Company's materially reduced access to investible capital resulting from the redesignation of Ordinary Shares as Realisation Shares would make it more difficult for the Company to take advantage of attractive investment opportunities identified by the Investment Manager and/or Breakwall in the future.

Accordingly, the Board is recommending that Shareholders vote in favour of the Wind-down Resolutions at the AGM so that such managed wind-down commences immediately, avoiding the need for the Company to publish a further circular or to incur the significant additional costs, administrative burdens and delay associated with giving Shareholders the opportunity to make Realisation Elections in these circumstances.

Each of the Wind-down Resolutions is conditional upon the other being passed such that the Company's entry into managed wind-down at the AGM is conditional upon Shareholders approving both Wind-down Resolutions.

The proposed changes to the Company's published investment policy involved in adopting the Wind-down Investment Policy require the consent of the lender under the Company's US$15.0 million senior secured revolving credit facility ("RCF"). The lender's consent has been sought, and is expected to be given well in advance of the Annual General Meeting, alongside an amendment to the terms of the terms of the RCF to allow the Company to utilise the RCF on a limited basis during a managed wind-down to optimise cash flows. The Company currently has no drawings under the RCF and if, for any reason, the lender's consent was not given prior to Resolution 15 being passed at the Annual General Meeting, the Company would adopt the Wind-down Investment Policy, enter into managed wind-down and terminate the RCF (which it could do without additional penalty).

Details of the proposed managed wind-down

If the proposed managed wind-down is approved at the AGM, from the conclusion of the AGM:

•         The Company's investment objective and investment policy would become to realise the Company's assets on a timely basis with the aim of making progressive returns of cash to holders of Ordinary Shares as soon as practicable.

•           The Investment Manager would expect generally to realise the loans comprising the Company's portfolio by holding them until they come to term and returning the resulting proceeds to Shareholders. The Investment Manager may also dispose of loans in the secondary market where it considers this to be in the best interests of the Company, including through sales to other funds, vehicles or managed accounts advised or managed by the Investment Manager or Breakwall.

•          The Company would maintain its listing on the Specialist Fund Segment and continue to conduct its affairs (including as regards payment of dividends) so as to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010, in each case for as long as the Board believes such status to be practicable and cost-effective for Shareholders.

•           The unaudited net asset value of the Company would continue to be calculated on a quarterly basis in accordance with the Company's existing accounting policies and would be published through a Regulatory Information Service, although the Board would keep this net asset value reporting policy under review in light of the diminishing size of the Company's portfolio during the course of the managed wind-down.

•           The precise mechanism for the return of cash to holders of Ordinary Shares in a managed wind-down would be at the discretion of the Board, but may include (subject to compliance with all applicable legal requirements) a combination of capital distributions, tender offers, mandatory share redemptions and share repurchases. The return of proceeds to Shareholders may require further Shareholder approvals, depending on the methods used.

The Company would continue to carry on its investment business with a view to spreading risk during the managed wind-down.

As of 31 March 2024, being the latest practicable date prior to the publication of this document, approximately 94.4 per cent. (by value) of the Company's portfolio comprised loans, with the balance of the portfolio consisting of equity or equity like positions. The weighted average remaining contractual tenor of the loans in the Company's portfolio is 1.86 years, but the weighted average expected remaining tenor of the loans in the Company's portfolio is between six months and one year. Accordingly, the Company expects to realise and return to Shareholders proceeds in respect of up to 90 per cent. of its investment portfolio within one year of entering into a managed wind-down.

Further details of the proposed managed wind-down are set out in the Notice of AGM.

The Wind-down Resolutions

The implementation of a managed wind-down requires the approval of Shareholders at the AGM of the Wind-down Resolutions which propose:

•           to amend the Company's investment policy in the form of the Wind-down Investment Policy; and

•           to amend the Articles to remove the requirement for the Company to give Shareholders the opportunity to redesignate their Ordinary Shares as Realisation Shares on the basis that the Company instead commences the managed wind-down of the whole of its investment portfolio from the conclusion of the AGM and to make a number of non-substantial typographical and similar conforming and consistency amendments.

Both Wind-down Resolutions are required to be approved at the AGM for the Company to enter into managed wind down at the conclusion of the AGM.

The proposed new Articles will shortly be available for inspection on the National Storage Mechanism at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism and on the Company's website at www.riverstonecoi.com. Together with a version of the proposed new Articles showing changes from the existing Articles, the new Articles will be available at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG from 15 minutes prior to the AGM until the conclusion of the AGM.

If both Wind-down Resolutions are not passed at the Annual General Meeting and the Company does not enter into managed wind-down at the conclusion of the AGM the Company will, as soon as practicable following the Annual General Meeting, publish a circular to Shareholders setting out the terms on which Shareholders will be able to make Realisation Elections in accordance with the process set out in the current Articles.

Recommendation

The Board considers that the proposals and subjects of all of the Resolutions to be proposed at the AGM, including the Wind-down Resolutions, are in the best interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends Shareholders, as those Directors who own shares in the Company intend to do so in respect of their own beneficial holdings, to vote in favour of all of the Resolutions to be proposed at the AGM.

- ENDS -

For Riverstone Credit Opportunities Income Plc:

Adam Weiss                                                     Tel: [phone]

For J.P. Morgan Cazenove (Corporate Broker):

Jérémie Birnbaum (Corporate Finance)           Tel: [phone]      

Media Contacts:

Buchanan        

Helen Tarbet                                                    Tel: [phone]

Henry Wilson                                                   Tel: [phone]

Jon Krinks                                                        Tel: [phone]

Verity Parker                                                    Tel: [phone]

Email: [e-mail]

About Riverstone Credit Opportunities Income Plc:

RCOI lends to companies that build and operate the infrastructure used to generate, transport, store and distribute both renewable and conventional sources of energy, and companies that provide services to that infrastructure. RCOI is strategically repositioning towards companies seeking to facilitate the energy transition by decarbonizing the energy, industrial and agricultural sectors, building sustainable infrastructure and reducing or sequestering carbon emissions. The Company seeks to ensure that its investments are having a positive impact on climate change by structuring each deal as either a green loan or a sustainability-linked loan, documented using industry best practices.

For further details, see https://www.riverstonecoi.com/.

Neither the contents of RCOI'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.

 

END