TIDMRSE
RNS Number : 9087N
Riverstone Energy Limited
28 September 2023
LEI: 213800HAZOW1AWRSZR47
28 September 2023
Riverstone Energy Limited
Results of EGM and Tender Offer
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 17 August
2023 (the "Tender Offer") for up to 13,840,830 of the Company's
ordinary shares (the "Shares"), representing approximately 30.4 per
cent. of its issued share capital as at 16 August 2023, which
closed at 1:00 p.m. on 26 September 2023, the Company today
announces:
-- that 3,182,196 Shares were validly tendered pursuant to the
Tender Offer, equal to 7.0 per cent. of the Company's 45,488,392
Shares in issue; and
-- that at the Extraordinary General Meeting of the Company held
at 2.00 p.m. today, the special resolution set out in the Notice of
Meeting dated 17 August 2023 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 17 August 2023 (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 their
respective Basic Entitlement and Excess Application satisfied in
full.
The Company will purchase, in aggregate, 3,182,196 Shares under
the Tender Offer. All successfully tendered Shares will be acquired
for the Tender Price of GBP5.78 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 6 October 2023, 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 17 August 2023 (the
"Circular") in respect of the tender offer by the Company to
purchase up to 13,840,830 ordinary shares in the capital of the
Company at a price per share equal to GBP5.78 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 October 2023, 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 % of votes Votes against % of votes Votes cast Total votes Votes
discretionary) cast cast in total cast as a % withheld*
of issued
share
capital
(excl.
treasury
shares)
13,510,593 99.42% 78,385 0.58% 13,588,978 29.87% 7,960
------------- -------------- ------------- ------------- ------------- --------------
*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 27 September 2023, the Company's issued share capital
comprised 45,488,392 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 45,488,392. The
Company holds no Shares in treasury.
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
Numis Securities Limited - Joint Corporate Broker
Hugh Jonathan
Vicki Paine
+44 (0) 207 260 1000
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
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