Press release

23 November 2015

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY 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. It does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and only on the basis of information in the prospectus (the "Prospectus") to be published today by Riverstone Energy Limited (the "Company") in connection with the issue and the proposed admission of new ordinary shares (the "New Ordinary Shares") to listing on the Premium Segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus will be available for inspection, subject to applicable securities laws, from the Company's website at www.RiverstoneREL.com.

Placing and Open Offer of £67.6 million of New Ordinary Shares at £8 per share

Riverstone Energy Limited (the "Company" or "REL") is pleased to announce the successful completion of the placing (the "Placing") announced this morning and the terms of the accompanying open offer (the "Open Offer" and, together with the Placing, the "Placing and Open Offer"). 

The Placing and Open Offer price has been set at £8 per share, and so the Placing and Open Offer will raise gross proceeds of £67.6 million. 

Certain investors from REL's initial public offering ("IPO")  (including REL Coinvestment LP) who are entitled to take up, in aggregate, 2,200,555 Ordinary Shares under the Open Offer have irrevocably undertaken not to take up their Open Offer entitlements (the "Non-Claw Back Shares") under the Placing.  The remaining placed shares are subject to clawback.  The shares have been placed by J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("JPMC") and Goldman Sachs International (together, the "Joint Sponsors"). 

The Open Offer is fully pre-emptive on the basis of one New Ordinary Share for every nine ordinary shares in issue held on 19 November 2015 (the "Record Date").  An excess application facility (the "Excess Application Facility") will permit Qualifying Shareholders (defined below) who have applied for their Open Offer entitlements in full to apply for additional New Ordinary Shares. The Excess Application Facility will comprise New Ordinary Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer entitlements excluding the Non-Claw Back Shares.

AKRC Investments, LLC ("AKRC"), a cornerstone investor from REL's IPO has irrevocably committed to take up its pro rata holding of 26.15% in the Open Offer which will represent an investment of £17.6 million (the "Committed Shares"). 

In addition, AKRC has irrevocably committed to subscribe for shares in the Excess Application Facility such that its shareholding of the enlarged Company, following the Placing and Open Offer, is 27.5%.  If satisfied in full, this would result in AKRC subscribing in total for, in aggregate, 1,138,368 shares under the Excess Application Facility which, at the issue price is a subscription of £9.1 million.  

The Company has agreed not to issue further shares for 6 months following Admission pursuant to a lock-up arrangement with the Joint Sponsors. 

The expected timetable for the completion of the transaction announced this morning and the full terms of the Open Offer are set out below. 

Expected Timetable of Principal Events

Each of the times and dates in the above timetable is subject to change. References to times are to London time unless otherwise stated. Temporary documents of title will not be issued.

Terms of the Open Offer

Qualifying Shareholders (defined below) are being offered the opportunity to subscribe for New Ordinary Shares at a price of £8 per share (payable in full in cash on application and free of all expenses) on the following basis:

1 New Ordinary Share for every 9 ordinary shares held and registered in their name as at the close of business on the Record Date, and so on in proportion for any greater or lesser number of ordinary shares then held.  To the extent that Shareholders do not subscribe for the New Ordinary Shares under the Open Offer, such shares (other than Committed Shares) may be subscribed for by the Placees and/or the Joint Sponsors pursuant to the placing and underwriting agreement with the Company (the "Placing and Underwriting Agreement").

Applications under the Open Offer will be on the terms and subject to the conditions set out in the Prospectus and the application form for the Open Offer (the "Application Form"). Entitlements will be rounded down to the nearest whole number. Any fractional entitlements will be disregarded in calculating Qualifying Shareholders' pro rata entitlements and will be aggregated and form part of the New Ordinary Shares which are the subject of the Placing. The New Ordinary Shares will be issued fully paid and will rank pari passu with the Company's existing issued ordinary shares.

Not all shareholders of the Company will be entitled to participate in the Open Offer. Shareholders who are located or resident in, or who have a registered address in, Excluded Territories (defined below) will not qualify to participate in the Open Offer. 

The terms of the Open Offer, excluding the operation of the Excess Application Facility, provide that a Qualifying Shareholder may make a valid application for any number of New Ordinary Shares up to and including his or her pro rata entitlement which, in the case of shareholders holding their shares in certificated form, is equal to the number of New Ordinary Shares shown on the Application Form or, in the case of shareholders holding their shares in uncertificated form, is equal to the number of Open Offer entitlements standing to the credit of their stock account in CREST.  Excluding the operation of the Excess Application Facility, no application in excess of a Qualifying Shareholder's pro rata entitlement will be met under the Open Offer and any Qualifying Shareholder so applying will be deemed to have applied for the maximum entitlement as specified on the Application Form, in the case of shareholders holding certificated shares, or standing to the credit of their stock account in CREST in the case of shareholders holding uncertificated shares, or as otherwise notified to him or her (and any monies received in excess of the amount due will be returned to the Qualifying Shareholder, without interest, at the Qualifying Shareholder's risk) within 14 days of Admission.  Holdings of ordinary shares held in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different designations and in different accounts.

The Open Offer is not a ''rights issue''. Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims raised by Euroclear's Claims Processing Unit and Qualifying Shareholders holding ordinary shares in uncertificated form should also note that the Application Form is not a document of title and cannot be traded.  Shareholders should be aware that, in the Open Offer, unlike in the case of a rights issue, any New Ordinary Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of shareholders, but will be placed with the Placees (to the extent procured) or, failing which, may be acquired by the Joint Sponsors in accordance with their obligations under the Placing and Underwriting Agreement, with the proceeds retained for the benefit of the Company.

If a Qualifying Shareholder does not respond to the Open Offer by 11.00 a.m. on 8 December 2015, the latest date for application and payment in full in respect of their entitlements, his or her proportionate ownership and voting interest in the Company's ordinary shares will be reduced and the percentage that his or her existing ordinary shares represent of the issued share capital of the Company will be reduced accordingly.  Excluded Shareholders (defined below) in Excluded Territories will, in any event, not be able to participate in the Open Offer.

The Placing and Open Offer are conditional on: (a) the Placing and Underwriting Agreement becoming unconditional in all respects, save for Admission, by no later than 8.00 a.m. on 11 December 2015 (or such later date, as the Joint Sponsors may agree) and not having been terminated or rescinded in accordance with its terms; and (b) Admission taking place by no later than 8.00 a.m. on 11 December 2015 (or such later time and/or date as the Joint Sponsors may agree). Accordingly, if any of these conditions are not satisfied (or, if capable of waiver, waived on or before the relevant time and date), the Placing and Open Offer will not proceed and any applications made by Qualifiying Shareholders will be rejected.  In such circumstances, application monies will be returned (at the applicant's sole risk), without payment of interest, as soon as practicable thereafter.  The Joint Sponsors are entitled to terminate the Placing and Underwriting Agreement if any of the conditions contained therein are not satisfied (or, if capable of waiver, waived) on or before the relevant time and date. If the Placing and Underwriting Agreement is terminated, the Placing and Open Offer will be terminated. None of these conditions is operative after Admission.

Any Qualifying Shareholder who sells or transfers all or part of his or her registered holding(s) of Ordinary Shares prior to the close of business on 19 November 2015 is advised to consult his or her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to subscribe for New Ordinary Shares under the Open Offer may be a benefit which may be claimed from him or her by purchasers under the rules of the London Stock Exchange.

The latest time and date for acceptance and payment in full under the Open Offer will be 11.00 a.m. on 8 December 2015. If for any reason it becomes necessary to adjust the expected timetable, the Company will make an appropriate announcement to a RIS giving details of the revised date.

Excess Application Facility

The Excess Application Facility permits Qualifying Shareholders who have applied for their Open Offer entitlements in full to apply for additional New Ordinary Shares. The Excess Application Facility will comprise New Ordinary Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer entitlements but excluding the Non-Claw Back Shares (''Excess Shares''). In the event that total subscriptions under the Placing and Open Offer exceed the maximum number of New Ordinary Shares available, the Company (in consultation with the Joint Sponsors and the Company's investment manager) will determine how the excess is allocated as between the Excess Application Facility and the Placing and how applications under the Excess Application Facility are scaled back, except that the Non-Claw Back Shares are not subject to scaling back. The Joint Sponsors (in consultation with the Company, where practicable) will have discretion as to allocation among Placees of the Excess Shares allocated to the Placing. Qualifying Shareholders holding shares in certificated form who wish to apply to subscribe for more than their Open Offer entitlement should complete the relevant sections on the Open Offer Application Form. Qualifying Shareholders holding shares in uncertificated form will have excess Open Offer entitlements credited to their stock account in CREST.

For the purposes of the foregoing:

"Qualifying Shareholders" are shareholders included on the register of shareholders of the Company on the record date, other than those located or resident in, or who have a registered address in, any Excluded Territories.

"Excluded Shareholders" are shareholders included on the register of shareholders of the Company on the record date, located or resident in, or who have a registered address in, any Excluded Territory.

"Excluded Territories" are any jurisdictions in which the extension or availability of the Open Offer would breach any applicable law. 

Important Notices

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. In addition, the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, in or into the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the Securities Act ("Regulation S")). There will be no public offer of the New Ordinary Shares in the United States.

The securities to which this announcement relates have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy of adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

Marketing for the purposes of the Directive 2011/61/EU (the "AIFMD") by the Company and/or a third party on its behalf of the New Ordinary Shares in relation to the Placing and Open Offer will only take place in an EEA Member State if the Company is appropriately registered or has otherwise complied with the requirements under AIFMD (as implemented in the relevant EEA Member State) necessary for such marketing to take place.

Any purchase of New Ordinary Shares in the Placing and Open Offer should be made solely on the basis of the information contained in the Prospectus, which contains detailed information about the Company and its management.

J.P. Morgan Securities plc and Goldman Sachs International are each authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. Each of the Joint Sponsors is acting exclusively for the Company and no one else in connection with Admission. None of the Joint Sponsors will regard any other person (whether or not a recipient of this document) as a client in relation to the issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to Admission or any transaction, matter or arrangement referred to in this announcement. The Joint Sponsors are not advising the Company or any other person on the Tender Offer.