Press release

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 £5.78 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 £5.78 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:

*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 the contents of any website accessible from hyperlinks on the websites (or any other website) is incorporated into, or forms part of, this announcement.