22 May 2024
RIVERSTONE CREDIT
OPPORTUNITIES INCOME PLC
("RCOI" or the "Company")
Results of the Annual General
Meeting ("AGM") and initiation of Managed
Wind-Down
The Company announces that, at its
fifth AGM held at 2.00 pm. (BST) on 22 May 2024, each of the
Resolutions were duly passed by a poll vote without amendment, with
the exception of Resolutions 11 and 12, which failed to
carry.
The Company notes in particular that
each of Resolutions 15 and 16 were duly passed at the AGM and that,
accordingly, the Company has adopted the Wind-Down Investment
Policy and entered into Managed Wind-Down, in each case as
described in the Notice of AGM dated 24 April 2024 (the "Notice of
AGM").
The Company notes that each of
Resolutions 11 and 12 were proposed on the basis that, were the
Company to enter into a Managed Wind-Down at the conclusion of the
AGM, the Directors would not use the authority granted to them and
would not seek renewal of such authority at subsequent annual
general meetings of the Company.
The Company also announces that it
has entered into an amendment to its senior secured revolving
credit facility ("RCF") pursuant to which: (i) the lender has
consented to the adoption of the Wind-Down Investment Policy; and
(ii) the Company may draw up to US$500,000 in order to optimise
cash flows during the Managed Wind-Down.
The Company will make further
announcements on the progress of the Managed Wind-Down strategy and
the return of cash to Shareholders in due course.
The details of the results of the
poll vote on each resolution proposed at the AGM are as
follows:
ORDINARY RESOLUTIONS
Resolution 1
IT WAS RESOLVED to receive and adopt the Report of the Directors and the
audited accounts of the Company for the financial period ended 31
December 2023 together with the Independent Auditor's Report on
those audited accounts (the "Annual Report and
Accounts").
|
For (including
discretionary)
|
64,126,697 votes
|
|
Against
|
3,471 votes
|
|
Withheld*
|
7,000 votes
|
Resolution 2
IT
WAS RESOLVED to approve the
Directors' Remuneration Report contained within the Annual Report
and Accounts.
|
For (including
discretionary)
|
64,089,115 votes
|
|
Against
|
29,496 votes
|
|
Withheld*
|
18,557 votes
|
Resolution 3
IT
WAS RESOLVED to approve the
Directors' Remuneration Policy set out on page 31 of the Directors'
Remuneration Report contained within the Annual Report and
Accounts.
|
For (including
discretionary)
|
64,089,115 votes
|
|
Against
|
16,930 votes
|
|
Withheld*
|
31,123 votes
|
Resolution 4
IT
WAS RESOLVED to appoint Ernst &
Young LLP as auditors of the Company, to hold office until the
conclusion of the next annual general meeting at which the Annual
Report and Accounts are laid before the meeting.
|
For (including
discretionary)
|
64,110,733 votes
|
|
Against
|
6,869 votes
|
|
Withheld*
|
19,566 votes
|
Resolution 5
IT
WAS RESOLVED to authorise the Board
of Directors to determine the remuneration of Ernst & Young
LLP.
|
For (including
discretionary)
|
64,110,733 votes
|
|
Against
|
6,869 votes
|
|
Withheld*
|
19,566 votes
|
Resolution 6
IT
WAS RESOLVED to re-elect Reuben
Jeffery, III as a Director of the Company.
|
For (including
discretionary)
|
64,123,299 votes
|
|
Against
|
6,869 votes
|
|
Withheld*
|
7,000 votes
|
Resolution 7
IT
WAS RESOLVED to re-elect Emma Davies
as a Director of the Company.
|
For (including
discretionary)
|
64,126,697 votes
|
|
Against
|
3,471 votes
|
|
Withheld*
|
7,000 votes
|
Resolution 8
IT
WAS RESOLVED to re-elect Edward
Cumming-Bruce as a Director of the Company.
|
For (including
discretionary)
|
64,123,299 votes
|
|
Against
|
6,869 votes
|
|
Withheld*
|
7,000 votes
|
Resolution 9
IT
WAS RESOLVED that, the Directors of
the Company are generally and unconditionally authorised to
exercise the powers conferred upon them by Article 136 of the
Articles of Association to offer Shareholders in the Company who
have elected to received them, an allotment of ordinary shares,
credited as fully paid, instead of the whole or any part of any
cash dividend paid by the Directors or declared by the Company in a
general meeting (as the case may be) from the date of the passing
of this Resolution until the conclusion of the next annual general
meeting of the Company, and the Directors are permitted to do all
acts and things required or permitted to be done in Article 136 of
the Articles of Association of the Company.
|
For (including
discretionary)
|
45,750,285 votes
|
|
Against
|
18,379,883 votes
|
|
Withheld*
|
7,000 votes
|
Resolution 10
IT
WAS RESOLVED that, in substitution
for all subsisting authorities to the extent unused, the Directors
be and they are hereby generally and unconditionally authorised, in
accordance with section 551 Companies Act 2006, to exercise all the
powers of the Company to allot equity securities in the capital of
the Company and to grant rights to subscribe for, or to convert any
security into, equity securities in the Company up to an aggregate
nominal amount equal to US$302,684.12.
The authority hereby conferred on
the Directors shall expire at the conclusion of the next annual
general meeting of the Company after the date of the passing of
this Resolution, or the date which falls 15 months after the date
on which this Resolution is passed, which is the earlier, save that
under this authority the Company may, before such expiry, make
offers or enter into agreements which would or might require shares
to be allotted or rights to subscribe for, or to convert any
security into, shares to be granted after such expiry and the
Directors may allot shares or grant rights to subscribe for, or to
convert any security into, shares (as the case may be) in pursuance
of such an offer of agreement as if the authority conferred hereby
had not expired.
|
For (including
discretionary)
|
54,110,733 votes
|
|
Against
|
10,019,435 votes
|
|
Withheld*
|
7,000 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
|
Total Votes Cast
|
Votes Withheld*
|
|
11 - Special
|
45,686,748
|
18,432,097
|
64,118,845
|
18,323
|
|
12 - Special
|
44,635,376
|
19,483,469
|
64,118,845
|
18,323
|
|
13 - Special
|
64,123,299
|
6,869
|
64,130,168
|
7,000
|
|
14 - Special
|
64,123,299
|
6,869
|
64,130,168
|
7,000
|
|
15 - Ordinary
|
64,009,261
|
119,618
|
64,128,879
|
8,289
|
|
16 - Special
|
64,050,445
|
78,434
|
64,128,879
|
8,289
|
*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 11
That, subject to the passing of
Resolution 10 above, in substitution for all subsisting authorities
to the extent unused, the Directors be and they are hereby
authorised, pursuant to section 570 and section 573 Companies Act
2006, to allot equity securities (within the meaning of section 560
Companies Act 2006) for cash either pursuant to the authority
conferred by Resolution 10 or by way of a sale of treasury shares,
as if section 561(1) Companies Act 2006 did not apply to any such
allotment, provided that this authority shall be limited to the
allotment of equity securities in connection with an offer of
equity securities:
(a) to holders of ordinary
shareholders in proportion (as nearly as may be practicable) to
their existing holdings; and
(b) to holders of other equity
securities as required by the rights of those securities or as the
Directors otherwise consider necessary,
and so that the Directors may impose
any limits or restrictions and make any arrangements which they
consider necessary or appropriate to deal with any treasury shares,
fractional entitlements or securities represented by depositary
receipts, record dates, legal, regulatory or practical problems in,
or under the laws of, any territory or the requirements of any
regulatory body or stock exchange or any other matter.
The authority hereby conferred shall
expire at the conclusion of the next annual general meeting of the
Company after the passing of this Resolution, or the date which
falls 15 months after the date on which this Resolution is passed,
whichever is the earlier, save that the Company may, before such
expiry, make offers and enter into agreements which would or might
require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offers
or agreements as if the authority conferred had not
expired.
|
|
Resolution 12
That, subject to the passing of
Resolution 10 above, in addition to the authority granted by
Resolution 11, but in substitution for all other subsisting
authorities to the extent unused, the Directors be and they are
hereby authorised, pursuant to section 570 and section 573
Companies Act 2006, to allot equity securities (within the meaning
of section 560 Companies Act 2006) for cash either pursuant to the
authority conferred by Resolution 10 or by way of a sale of
treasury shares, as if section 561(1) Companies Act 2006 did not
apply to any such allotment, provided that this authority shall be
limited to the allotment of equity securities in connection with an
offer of equity securities up to an aggregate nominal amount of
US$90,805.24.
The authority hereby conferred shall
expire at the conclusion of the next annual general meeting of the
Company after the passing of this Resolution, or the date which
falls 15 months after the date on which this Resolution is passed,
whichever is the earlier, save that the Company may, before such
expiry, make offers and enter into agreements which would or might
require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offers
or agreements as if the authority conferred hereby had not
expired.
|
|
Resolution 13
That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 Companies Act
2006, to make market purchases (within the meaning of section
693(4) Companies Act 2006) of ordinary shares of one penny each in
the capital of the Company on such terms and in such manner as the
Directors shall from time to time determine, provided
that:
|
|
a. the maximum number of
ordinary shares hereby authorised to be purchased is
13,611,705
b. the minimum price
(exclusive of expenses) which may be paid for an ordinary share is
one cent;
c. the maximum price
(exclusive of expenses) which may be paid for an ordinary share
shall be not more than the higher of: (i) an amount equal to 105
per cent. of the average of the middle market quotations for an
Ordinary Share (as derived from the London Stock Exchange Daily
Official List) for the five business days immediately preceding the
date on which that Ordinary Share is contracted to be purchased;
and (ii) an amount equal to the higher of the price of the last
independent trade of an ordinary share and the highest current
independent bid on the trading venues where the purchase is carried
out;
d. the authority hereby
conferred shall expire at the conclusion of the next annual general
meeting of the Company after the passing of this Resolution, or the
date which falls 15 months after the date on which this Resolution
13 is passed, whichever is the earlier (unless previously revoked,
varied or renewed by the Company in general meeting prior to such
time); and
e. the Company may at any time prior to the expiry of such
authority enter into such a contract or contracts under which a
purchase of ordinary shares under such authority will or may be
completed or executed wholly or partly after the expiration of such
authority and the Company may purchase ordinary shares in pursuance
of any such contract or contracts as if the authority conferred
hereby had not expired.
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 the date of this announcement,
the Company's issued share capital was 90,805,237ordinary shares of
US$0.01 each. Each ordinary share carries the right to one vote in
relation to all circumstances at general meetings of the Company,
and the Company does not hold any ordinary shares in treasury.
Accordingly, the total voting rights in the Company at the time of
the AGM were 90,805,237.
Resolution 14
THAT, a general meeting of the
Company (other than an Annual General Meeting) may be called on not
less than 14 days' notice.
Resolution 15
That, conditional upon the passing
of Resolution 16, the Company adopts the proposed changes to its
investment policy set out in the circular to Shareholders dated 24
April 2024.
Resolution 16
That, conditional upon the passing
of Resolution 15, in accordance with section 21 of the Companies
Act 2006, the articles of association of the Company in the form
referred to in the circular to Shareholders dated 24 April 2024 and
produced to the meeting and initialled by the chairman of the
meeting for the purpose of identification, be adopted in
substitution for, and to the exclusion of, the Company's existing articles of association.
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-ENDS-
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.
As previously announced, on January
2, Riverstone Holdings LLC, and their affiliate Riverstone
Investment Group (collectively, "Riverstone") entered into a sub
management agreement for RCOI with Breakwall Capital LP. Breakwall
is an independent asset manager regulated by the SEC as a
Registered Investment Advisor. It is owned and operated by the
former members of the Riverstone Credit Partners team.
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. 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.
For Riverstone Credit
Opportunities Income Plc:
Adam
Weiss
+1 212 271 2953
Media Contacts:
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Buchanan
|
|
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Helen Tarbet
Henry Wilson
Verity Parker
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Tel: +44 (0) 20 7466 5109
Tel: +44 (0) 20 7466 5111
Tel: +44 (0) 20 7466 5197
Email: rcoi@buchanan.uk.com
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