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
+44 (0) 203 206 6300
J.P. Morgan Cazenove - Joint
Corporate Broker
William Simmonds
Jeremie Birnbaum
+44 (0) 203 493 8000
Deutsche Numis - Joint Corporate
Broker
Hugh Jonathan
Matt Goss
+44 (0) 207 260 1000
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.