Results of EGM, Tender Offer and Change of SID

Riverstone Energy Limited

26 March 2024

 

LEI: 213800HAZOW1AWRSZR47

26 March 2024

Riverstone Energy Limited

Results of EGM, Tender Offer and Change of Senior Independent Director

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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.

Further to the tender offer launched by the Company on 23 February 2024 (the "Tender Offer") for up to 15,047,619 of the Company's ordinary shares (the "Shares"), representing approximately 35.66 per cent. of its issued share capital as at 23 February 2024, which closed at 1:00 p.m. on 25 March 2024, the Company today announces:

·     that 38,926,097 Shares were validly tendered pursuant to the Tender Offer, equal to 92.25 per cent. of the Company's 42,195,789 Shares in issue; and

·     that at the Extraordinary General Meeting of the Company held at 11.00 a.m. today, the special resolution set out in the Notice of Meeting dated 23 February 2024 authorising the Company to make market purchases pursuant to the Tender Offer was unanimously passed by way of a poll vote.

Terms used in this announcement have the same meaning as set out in the Company's circular to Shareholders in respect of the Tender Offer dated 23 February 2024 (the "Circular").

Results of Tender Offer

Eligible Shareholders who validly tendered a percentage of their Shares equal to or less than their Basic Entitlement shall have all tendered Shares purchased in full under the Tender Offer.

Eligible Shareholders who validly tendered a percentage of Shares greater than their Basic Entitlement will have an amount of Shares equal to their Basic Entitlement purchased in full plus approximately 1.39 per cent. of their Excess Applications, in accordance with the process described in the circular announcing the Tender Offer.

The Company will purchase, in aggregate, 15,047,619 Shares under the Tender Offer.  All successfully tendered Shares will be acquired for the Tender Price of £10.50 pence per Share.

Payment of the Tender Price due to Eligible Shareholders in respect of successfully tendered Shares will be made by payment through CREST or by cheque (as applicable) by 5 April 2024, or as soon as practicable thereafter.

Following completion of the Tender Offer, the Company intends to resume its market purchase share buyback programme pursuant to the authority granted at the Company's Annual General Meeting on 23 May 2023, although the timing of any purchases pursuant to the market purchase share buyback programme will be entirely at the discretion of the Company's Board of Directors 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 of Directors at the relevant time.

Results of Extraordinary General Meeting

The special resolution proposed at the Extraordinary General Meeting held earlier today to approve the purchase of Shares pursuant to the Tender Offer was duly passed without amendment.

Special Resolution:

The proposed terms of the off-market purchase agreement constituted by the Company's circular dated 23 February 2024 (the "Circular") in respect of the tender offer by the Company to purchase up to 15,047,619 ordinary shares in the capital of the Company at a price per share equal to £10.50 and otherwise on the terms specified in the Circular and the tender form issued by the Company for use by shareholders in connection with the tender offer (in the case of ordinary shares held in certificated form) (together, the "Off-Market Purchase Agreement") to be entered into between the Company and each shareholder who validly tenders ordinary shares pursuant to the Tender Offer, be and are hereby approved. The authority conferred by this resolution shall expire on 30 April 2024, unless such authority is, before such date, varied, revoked or renewed by special resolution of the Company.

The results of the poll vote on the Resolution were as follows:

Votes for (including discretionary)	% of votes cast	Votes against	% of votes cast	Votes cast in total	Total votes cast as a % of issued share capital (excl. treasury shares)	Votes withheld*
14,785,378	96.76%	495,498	3.24%	15,280,876	36.2%	2,129

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

All votes cast were proxy votes received in advance of the meeting. Accordingly, the proxy votes received by the Company are identical to the above.

As at 25 March 2024, the Company's issued share capital comprised 42,195,789 Shares.  Each Share carries the right to one vote at a general meeting of the Company.  Accordingly, the total number of shares in the Company entitling the holders to attend and vote for or against the special resolution was 42,195,789.  The Company holds no Shares in treasury.

Change of Senior Independent Director

The Company is also pleased to announce that Jeremy Thompson will succeed Patrick Firth as Senior Independent Director with effect from 31 March 2024.  Patrick Firth will remain as a Non-Executive Director and a member of the Audit Committee, a member of the Management and Engagement Committee and a member of the Nomination and Remuneration Committee. Mr Firth will not offer himself for re-election and will cease to be a director of the Company at the conclusion of the Company's Annual General Meeting in 2024.

For further information

For Riverstone Energy Limited:
Josh Prentice
[phone]

J.P. Morgan Cazenove - Joint Corporate Broker
William Simmonds
Jeremie Birnbaum
[phone]

Deutsche Numis - Joint Corporate Broker

Hugh Jonathan

Matt Goss

[phone]

About Riverstone Energy Limited:

REL is a closed-ended investment company which invests in the energy industry.  REL's ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE.  REL has 14 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.

 

END