23 May 2017
RIVERSTONE ENERGY LIMITED
("REL" or the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the Fourth AGM held at 10.30 a.m. (BST) on 23 May 2017, each of the Resolutions, with the exception of Resolution 14, were duly passed without amendment.
Whilst receiving a majority of votes for, as Resolution 14 was a special resolution the required 75% of votes for was not achieved. Resolution 14 was a standalone resolution to amend the Company's articles in line with recent changes in Guernsey Companies Law. None of the other resolutions were conditional upon Resolution 14 passing.
The details of each resolution are as follows:
ORDINARY RESOLUTIONS
Resolution 1
IT WAS RESOLVED to receive and consider the annual audited financial statements of the Company for the year ended 31 December 2016.
|
For (including discretionary) |
59,012,822 votes |
|
Against |
1,436,232 votes |
|
Withheld |
0 votes |
Resolution 2
IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.
|
For (including discretionary) |
60,412,775 votes |
|
Against |
0 votes |
|
Withheld |
36,279 votes |
Resolution 3
IT WAS RESOLVED that the Board of Directors determine the remuneration of the Auditor.
|
For (including discretionary) |
60,449,054 votes |
|
Against |
0 votes |
|
Withheld |
0 votes |
Resolution 4
IT WAS RESOLVED to re-elect Peter Barker as a director.
|
For (including discretionary) |
60,449,054 votes |
|
Against |
0 votes |
|
Withheld |
0 votes |
Resolution 5
IT WAS RESOLVED to re-elect Patrick Firth as a director.
|
For (including discretionary) |
60,206,836 votes |
|
Against |
242,218 votes |
|
Withheld |
0 votes |
Resolution 6
IT WAS RESOLVED to re-elect Richard Hayden as a director.
|
For (including discretionary) |
59,159,503 votes |
|
Against |
1,289,551 votes |
|
Withheld |
0 votes |
Resolution 7
IT WAS RESOLVED to re-elect Pierre F. Lapeyre as a director.
|
For (including discretionary) |
58,535,512 votes |
|
Against |
1,913,542 votes |
|
Withheld |
0 votes |
Resolution 8
IT WAS RESOLVED to re-elect David M. Leuschen as a director.
|
For (including discretionary) |
58,535,512 votes |
|
Against |
1,913,542 votes |
|
Withheld |
0 votes |
Resolution 9
IT WAS RESOLVED to re-elect Kenneth Ryan as a director.
|
For (including discretionary) |
58,529,874 votes |
|
Against |
1,919,180 votes |
|
Withheld |
0 votes |
Resolution 10
IT WAS RESOLVED to re-elect Jeremy Thompson as a director.
|
For (including discretionary) |
60,449,054 votes |
|
Against |
0 votes |
|
Withheld |
0 votes |
Resolution 11
IT WAS RESOLVED to re-elect Claire Whittet as a director.
|
For (including discretionary) |
60,448,943 votes |
|
Against |
111 votes |
|
Withheld |
0 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 |
Votes Withheld* |
|
12 - Special |
60,448,943 (99.9998%) |
111 (0.0002%) |
0 |
|
13 - Special |
56,558,552 (93.56%) |
3,890,502 (6.44%) |
0 |
|
14 - Special |
34,473,316 (57.03%) |
25,975,388 (42.97%) |
350 (0.0006%) |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.
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Resolution 12 ThattheCompanybeandisherebygenerallyandunconditionallyauthorisedin accordancewiththeCompanies(Guernsey)Law,2008,asamended(the"Companies Law")(subjecttotheListingRulesmadebytheUKListingAuthorityandallother applicablelegislationandregulations),tomakemarketacquisitions(asdefinedintheCompaniesLaw)of eachclassofitsshares(eitherfortheretentionastreasurysharesforresaleortransfer, orcancellation),PROVIDEDTHAT: |
|
a. themaximumnumberofsharesauthorisedtobepurchasedshallbe12,663,562 Ordinary Shares (as defined in the Company's articles of incorporation (the "Articles") (being14.99percent.ofthe Ordinary Sharesinissue(excludingsharesheldintreasury) asatthelatestpracticabledatepriortothedateofpublicationofthisdocument); b. theminimumprice(exclusiveofexpenses)whichmaybepaidforanOrdinary Share shallbeonepenny; c. themaximumpricewhichmaybepaidforanOrdinary Shareisanamountequal tothehigherof:(a)105percent.oftheaverageofthemiddlemarketquotations foranOrdinary Shareontherelevantmarketforthefivebusinessdaysimmediately precedingthedateonwhichthe Ordinary Shareispurchased;and(b)thehigherof(i)the priceofthelastindependenttradeforan Ordinary Shareand(ii)thehighestcurrentindependent bidforanOrdinary Shareatthetimeofpurchase;and d. theauthorityherebyconferredshallexpireatthe next annualgeneralmeetingofthe Company due to be heldin2018unlesssuchauthorityisvaried,revokedorrenewedpriortosuch datebyaspecialresolutionoftheCompanyinageneralmeetingsavethatthe Companymaymakeanofferoragreementtoacquiresharesunderthisauthority beforeitsexpirywhichwillormaybeexecutedwhollyorpartlyafteritsexpiration andtheCompanymaymakeanacquisitionofsharespursuanttosuchanofferor agreementasiftheauthorityhadnotexpired.
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Resolution 13 That,inaccordancewithArticle6.7oftheArticles,theDirectorsbeempoweredtoallot andissue(orsellfromtreasury) equity securities (within the meaning of the Company's Articles) for cash as if article 6.2 of the Articles did not apply to any such allotment and issue, provided that this power shall be limited to the allotment and issue of(i) up to a maximum number of equity securities equal to 8,448,006Ordinary SharesintheCompany(being 10percent.oftheOrdinary Sharesinissueasatthelatestpracticabledatepriortothedate of this notice) and (ii) an unlimited number of Ordinary Shares in accordance with thePerformanceAllocationReinvestmentAgreementdated23September2013between theCompanyandRiverstoneEnergyLimitedCapitalPartnersL.P.,actingbyitsgeneral partnerRiverstoneHoldingsIICayman,Ltd.("RELCP"),pursuanttowhichRELCP agreestoreinvesttheportionofeachPerformanceAllocation(asdefinedanddescribed inthe IPO Prospectus)attributabletoRELCP,and shall expireonthedatefalling15monthsafterthedateofpassingofthisResolution13 ortheconclusionofthenextannualgeneralmeetingoftheCompany in 2018,whicheveristhe earlier,savethattheCompanymaybeforesuchexpirymakeoffersoragreementswhich wouldormightrequiresharestobeallottedandissued(orsold)aftersuchexpiryandthe Directorsmayallotandissue(orsell)sharesinpursuanceofanysuchofferoragreement notwithstandingthatthepowerconferredbythisResolution13hasexpired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot and issue equity securities in the capital of the Company for cash as if the pre-emption rights contained in article 6.2 of the Articles did not apply to such allotment and issue but without prejudice to any allotment and issue of equity securities already made, offered or agreed to be made pursuant to such authorities.
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Resolution 14 That the amendments to the Articles of the Company in the terms set out in Part III to the Notice of Annual General Meeting and set out in the amended Articles of the Company tabled by the Chairman at the Annual General Meeting be and are hereby approved and adopted.
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- ENDS -
About Riverstone Energy Limited:
REL is a closed-ended investment company that invests exclusively in the global energy industry, with a particular focus on the exploration & production and midstream sectors. REL aims to capitalise on the opportunities presented by Riverstone's energy investment platform. REL is a member of the FTSE 250 and its ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE. To date, REL has made 17 investments spanning conventional and unconventional oil and gas activities in the Gulf of Mexico, Continental U.S., Western Canada, the U.K. North Sea, the Norwegian Sea, Mexico and credit.
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.
Media Contacts
For Riverstone Energy Limited:
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Brian Potskowski Natasha Fowlie +44 20 3206 6300
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This information is provided by RNS
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