NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus published by Riverstone Energy Limited on 24 September 2013 in connection with the initial public offering and the admission of its ordinary shares ( the "Ordinary Shares") to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus is available from the Company's registered office and will shortly be made available for inspection at http://www.morningstar.co.uk/uk/NSM. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the jurisdictions listed above or in any other applicable jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
29 October 2013
Riverstone Energy Limited
Admission to trading on the London Stock Exchange
Further to its announcement on 24 October 2013, Riverstone Energy Limited is pleased to announce that its Ordinary Shares have today been admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker "RSE".
+44 (0)207 404 5959
Goldman Sachs International (Joint Global Coordinator, Joint Sponsor and Joint Bookrunner)
+44 (0)207 774 1000
J.P. Morgan Cazenove (Joint Global Coordinator, Joint Sponsor and Joint Bookrunner)
+44 (0) 207 742 4000
This announcement and the information contained herein is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration. The Ordinary Shares have not been and will not be registered under the Securities Act or any state securities laws in the United States or under the applicable securities laws of Australia, Canada, Japan, South Africa, Singapore or Hong Kong. Further, the Ordinary Shares may not be offered or sold directly or indirectly in or into the United States, or to or for the account or benefit of any U.S. person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Ordinary Shares in the United States. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. The Ordinary Shares are being offered and sold outside the United States to non-U.S. Persons in reliance on Regulation S under the Securities Act. The Company has not been and will not be registered under the Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of that Act.
The distribution of this announcement and the offering of Ordinary Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No information contained in this announcement should be taken as constituting an offer to the public in the Bailiwick of Guernsey (the "Bailiwick") for the purposes of the Prospectus Rules 2008 issued by the Guernsey Financial Services Commission. This announcement is addressed to a restricted number of persons in the Bailiwick who are either (i) persons appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended; or (ii) persons licensed under the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc, (Bailiwick of Guernsey) Law, 2000.
Each of Goldman Sachs International ("Goldman Sachs"), J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("JPMC") and Morgan Stanley Securities Limited ("Morgan Stanley") is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA. Deutsche Bank AG ("Deutsche Bank") is authorised under the German Banking Law (competent authority: BaFin - German Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FCA. Joh. Berenberg, Gossler & Co. KG ("Berenberg") is authorised by the German Federal Financial Supervisory Authority (BaFin) and is subject to limited regulation by the FCA. Tudor, Pickering, Holt & Co. Securities, Inc. is a member of and regulated in the United States by the United States Financial Industry Regulatory Authority, acting as an overseas person transacting and arranging dealings in investments through its affiliate Tudor, Pickering, Holt & Co. International, LLP ("Tudor Pickering"). Tudor Pickering is regulated by the FCA. Each of Goldman Sachs, JPMC, Deutsche Bank, Morgan Stanley, Berenberg and Tudor Pickering is acting exclusively for the Company and for no one else and will not regard any other person as a client in relation to the initial public offering and Admission and will not be responsible to anyone other than the Company for providing the protections afforded its clients or for providing advice in relation to the initial public offering, the contents of the Prospectus or any matters referred to herein.