Results of the Annual General Meeting | Riverstone Energy Limited

RNS Number : 2942Q

Riverstone Energy Limited

17 June 2020

RIVERSTONE ENERGY LIMITED

("REL" or the "Company")

Results of the Annual General Meeting ("AGM")

The Company is pleased to announce that, at the seventh AGM held at 15.30 p.m. (BST) on 17 June 2020, each of the Resolutions were duly passed without amendment.

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 2019.

For (including discretionary)	29,387,518 votes
Against	0 votes
Withheld	200 votes

Resolution 2

IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.

For (including discretionary)	29,387,518 votes
Against	200 votes
Withheld	0 votes

Resolution 3

IT WAS RESOLVED that the Board of Directors determine the remuneration of the Auditor.

For (including discretionary)	29,387,518 votes
Against	0 votes
Withheld	200 votes

Resolution 4

IT WAS RESOLVED to re-elect Peter Barker as a director.

For (including discretionary)	29,387,518 votes
Against	0 votes
Withheld	200 votes

Resolution 5

IT WAS RESOLVED to re-elect Patrick Firth as a director.

For (including discretionary)	28,404,258 votes
Against	983,260 votes
Withheld	200 votes

Resolution 6

IT WAS RESOLVED to re-elect Richard Hayden as a director.

For (including discretionary)	29,385,171 votes
Against	2,346 votes
Withheld	200 votes

Resolution 7

IT WAS RESOLVED to re-elect Pierre F. Lapeyre as a director.

For (including discretionary)	26,754,109 votes
Against	133,408 votes
Withheld	2,500,200 votes

Resolution 8

IT WAS RESOLVED to re-elect David M. Leuschen as a director.

For (including discretionary)	26,754,109 votes
Against	133,408 votes
Withheld	2,500,200 votes

Resolution 9

IT WAS RESOLVED to re-elect Kenneth Ryan as a director.

For (including discretionary)	26,754,109 votes
Against	133,408 votes
Withheld	2,500,200 votes

Resolution 10

IT WAS RESOLVED to re-elect Jeremy Thompson as a director.

For (including discretionary)	29,387,518 votes
Against	0 votes
Withheld	200 votes

Resolution 11

IT WAS RESOLVED to re-elect Claire Whittet as a director.

For (including discretionary)	28,404,258 votes
Against	983,260 votes
Withheld	200 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	29,383,291 votes	4,076 votes	350 votes
13 - Special	29,386,239 votes	1,129 votes	350 votes

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

Resolution 12

That the Company be and is hereby generally and unconditionally authorised in accordance with The Companies (Guernsey) Law, 2008, as amended (the "Companies Law") (subject to the Listing Rules made by the Financial Conduct Authority and all other applicable legislation and regulations), to make market acquisitions (as defined in the Companies Law) of each class of its shares (either for the retention as treasury shares for resale or transfer, or cancellation), PROVIDED THAT:

a. the maximum number of shares authorised to be purchased shall be 14.99 per cent. of the Ordinary Shares (as defined in the Company's articles of incorporation (the "Articles") in issue on the date of this Resolution 12 (excluding shares held in treasury);

b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be one penny;

c. the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for an Ordinary Share on the relevant market for the five business days immediately preceding the date on which the Ordinary Share is purchased; and (b) the higher of (i) the price of the last independent trade for an Ordinary Share and (ii) the highest current independent bid for an Ordinary Share at the time of purchase; and

d. the authority hereby conferred shall expire at the next annual general meeting of the Company due to be held in 2021 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in a general meeting save that the Company may make an offer or agreement to acquire shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of shares pursuant to such an offer or agreement as if the authority had not expired.

Resolution 13

That, in accordance with Article 6.7 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) equity securities (within the meaning of the Company's Articles) for cash on a non-pre-emptive basis 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 7,552,826 Ordinary Shares in the Company (being 10 per cent. of the Ordinary Shares in issue as at the latest practicable date prior to the date of this notice) and (ii) an unlimited number of Ordinary Shares in accordance with the Performance Allocation Reinvestment Agreement dated 23 September 2013 between the Company and Riverstone Energy Limited Capital Partners, LP, acting by its general partner Riverstone Holdings II (Cayman) Ltd. ("RELCP"), pursuant to which RELCP agrees to reinvest the portion of each Performance Allocation (as defined and described in the IPO Prospectus) attributable to RELCP, and shall expire on the date falling 15 months after the date of passing of this Resolution 13 or the conclusion of the next annual general meeting of the Company in 2021, whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell from treasury) equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 13 has expired. 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.

Share buy-back programme

As announced on 1 May 2020, the Board initiated a buyback programme with the intention of returning £50 million to shareholders via on market buybacks using the authority obtained at the 2019 AGM and any further authority required. As at 16 June 2020, 9,203,982 ordinary shares have been bought back at a total cost of approximately £24.6 million. The Board intends to continue on-market buybacks until the target of £50 million is deployed.

The Company announces, pursuant to the authority granted at its 2020 annual general meeting, that it has authority to repurchase a maximum of 10,596,843 of its ordinary shares (being its outstanding shareholder authority). Such authority lasts until the next shareholder authority granted, or where expressly revoked by shareholders.

The Company has appointed and entered into separate engagements with J.P. Morgan Securities plc and Numis Securities Limited to act as its joint brokers in respect of market purchases of its own shares pursuant to this authority (the "buy backs").

The buy backs will be funded from the Company's resources. No maximum consideration payable has been determined by the Company for any buy back, but the Company is unable to pay a price for any shares pursuant to the buy backs which would equate to a premium on the net asset value.

The buy-backs will be undertaken for the purpose of the Company returning some of its excess uninvested cash to shareholders.

This arrangement is in accordance with Chapter 12 of the Financial Conduct Authority's Listing Rules and the Company's general authority to repurchase shares.

About Riverstone Energy Limited:

REL is a closed-ended investment company that invests exclusively in the global energy industry across all sectors. REL aims to capitalise on the opportunities presented by Riverstone's energy investment platform. REL's ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE. REL has 9 active investments spanning oil and gas, midstream, and energy services in the Continental U.S., Western Canada, Gulf of Mexico and Europe.

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:

Jingcai Zhu

Fraser Johnston-Donne

+44 20 3206 6300

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