9 December 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") published 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 is available for inspection, subject to applicable securities laws, from the Company's website at www.riverstonerel.com.
Results of Placing and Open Offer
On 23 November 2015, Riverstone Energy Limited (the "Company" or "REL") announced its intention to raise £67.6 million through a placing and open offer (the "Placing and Open Offer") of 8,448,006 New Ordinary Shares at a price of £8.00 per share. REL intends to increase its stake in Canadian International Oil Corp. ("CIOC"), an existing portfolio company, by up to US$67 million, pursuant to a tender offer for outstanding shares and warrants of CIOC which is expected to be complete on 29 December 2015, with an optional second close 10 days later.
The Open Offer closed at 11.00 a.m. on 8 December 2015 in accordance with its terms. The Company is pleased to announce that it has received valid acceptances under the Open Offer and Excess Application Facility in respect of 4,806,209 New Ordinary Shares representing approximately 57 % of the New Ordinary Shares available pursuant to the Open Offer.
Applications under the Open Offer, the Excess Application Facility and the Placing have exceeded the number of shares available under the Placing and Open Offer, therefore applications under the Placing have been scaled back. A total of 3,641,797 shares have been allocated under the Placing.
The Open Offer includes the 2,209,364 shares taken up by AKRC Investments, LLC pursuant to its irrevocable undertaking to subscribe for its pro rata entitlement of 26.15% of the New Ordinary Shares available in the Open Offer. In addition, AKRC purchased 1,138,368 New Ordinary Shares through the Excess Application Facility for a total consideration of £9.1 million, taking its total purchase to 3,347,732 New Ordinary Shares pursuant to the Placing and Open Offer and increasing its shareholding of the enlarged Company to 27.5 %. The issue of shares in the Excess Application Facility to AKRC, which is a substantial shareholder of the Company under Chapter 11 of the Listing Rules amounts to a smaller related party transaction as defined in Listing Rule 11.1.10.
Application will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium listing segment of the Official List maintained by the UK Listing Authority and to the London Stock Exchange plc (the "LSE") for admission to trading of the New Ordinary Shares on the LSE's Main Market for listed securities (together, "Admission").
The Placing and Open Offer remains conditional upon Admission taking place and 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. 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 Qualifying 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, which is expected to become effective on 11 December 2015.
New Ordinary Shares issued under the Placing and Open Offer in uncertificated form are expected to be credited to CREST accounts as soon as possible after 8.00 a.m. on 11 December 2015, and definitive share certificates for the New Ordinary Shares issued under the Placing and Open Offer in certificated form are expected to be despatched within 14 days of Admission.
The enlarged share capital of the Company following Admission will be 84,480,064 Ordinary Shares in aggregate. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
This announcement should be read in conjunction with the full text of the Prospectus published by the Company on 23 November 2015 in connection with the Placing and Open Offer. Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the Prospectus.
Riverstone Energy Limited
J.P. Morgan Cazenove
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). 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.