NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER 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. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus published by Riverstone Energy Limited on 24 September 2013 in connection with the initial public offering and the admission of its ordinary shares ( the "Ordinary Shares") to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus is available from the Company's registered office. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
24 October 2013
Riverstone Energy Limited
Results of Initial Public Offering
Riverstone Energy Limited ("Riverstone Energy", "REL" or the "Company"), a newly-formed closed-ended energy investment company, is pleased to announce that it has raised £760.3 million (equivalent to $1.23 billion) by way of a successful placing, offer for subscription and private placing to selected cornerstone investors of its Ordinary Shares (the "Issue"). The Company will issue 76,032,058i Ordinary Shares at an issue price of £10.00 per Ordinary Share pursuant to the Issue.
Commenting on today's announcement, Sir Robert Wilson, Chairman of Riverstone Energy, said:
"We are delighted that investors have responded so positively to REL. The interest shown by both institutional and cornerstone investors is a strong endorsement of the investment proposition and we are now fully focused on delivering the strategy we outlined at IPO."
David M. Leuschen and Pierre F. Lapeyre Jr., founders of Riverstone, added:
"Riverstone Energy will provide a unique entry point into differentiated E&P and Midstream investments across the global energy sector, including those benefitting from the North American energy revolution. We look forward to building on our strong track record of performance for our new partners in Riverstone Energy."
Applications have been made to the UK Listing Authority and the London Stock Exchange for 71,032,058 Ordinary Shares to be admitted to the premium listing segment of the Official List and trading on the London Stock Exchange's main market for listed securities ("Admission"). The Company expects Admission to become effective at 8.00 a.m. on 29 October 2013 and trading in its Ordinary Shares to commence on a "when issued" basis at 8.00 a.m. today. The Company's ticker symbol will be RSE the ISIN will be GG00BBHXCL35 and the SEDOL will be BBHXCL3.
The total number of Ordinary Shares with voting rights in the Company in issue immediately following Admission will be 71,032,058.
Goldman Sachs International and J.P. Morgan Cazenove are acting as Joint Global Coordinators, Joint Sponsors and Joint Bookrunners and Deutsche Bank AG, London Branch and Morgan Stanley Securities Limited are acting as Joint Bookrunners. Joh. Berenberg, Gossler & Co. KG and Tudor, Pickering, Holt and Co. Securities, Inc, (acting through its affiliate Tudor, Pickering, Holt & Co. International, LLP) are acting as Co-Lead Managers.
+44 (0)207 404 5959
Goldman Sachs International (Joint Global Coordinator, Joint Sponsor and Joint Bookrunner)
+44 (0)207 774 1000
J.P. Morgan Cazenove (Joint Global Coordinator, Joint Sponsor and Joint Bookrunner)
+44 (0) 207 742 4000
i Note: One of the cornerstone investors, Kendall Family Investments, LLC ("KFI") will pay for and acquire its Ordinary Shares in two equal tranches of £50 million (equivalent to $81m million, exchange rate as at 22/10/2013). The first tranche will be payable on Admission, at which time 5 million Ordinary Shares will be issued to KFI. The second tranche will be payable upon the earlier of (i) such time as the Company having invested or committed 50 per cent. of the aggregate net proceeds of the Issue, calculated using KFI's total subscription monies; and (ii) the second anniversary of Admission, at which time a further 5 million Ordinary Shares will be issued to KFI. KFI also retains the discretion to pay for and acquire the second tranche of shares prior to these milestones occurring. For further detail please refer to the section headed ''Cornerstone Investors'' in Part I ''The Company'' of the Prospectus.
This announcement and the information contained herein is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration. The Ordinary Shares have not been and will not be registered under the Securities Act or any state securities laws in the United States or under the applicable securities laws of Australia, Canada, Japan, South Africa, Singapore or Hong Kong. Further, the Ordinary Shares may not be offered or sold directly or indirectly in or into the United States, or to or for the account or benefit of any U.S. person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Ordinary Shares in the United States. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. The Ordinary Shares are being offered and sold outside the United States to non-U.S. Persons in reliance on Regulation S under the Securities Act. The Company has not been and will not be registered under the Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of that Act.
The distribution of this announcement and the offering of Ordinary Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No information contained in this announcement should be taken as constituting an offer to the public in the Bailiwick of Guernsey (the "Bailiwick") for the purposes of the Prospectus Rules 2008 issued by the Guernsey Financial Services Commission. This announcement is addressed to a restricted number of persons in the Bailiwick who are either (i) persons appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended; or (ii) persons licensed under the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc, (Bailiwick of Guernsey) Law, 2000.
Each of Goldman Sachs International ("Goldman Sachs"), J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("JPMC") and Morgan Stanley Securities Limited (Morgan Stanley) is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA. Deutsche Bank AG ("Deutsche Bank") is authorised under the German Banking Law (competent authority: BaFin - German Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FCA. Joh. Berenberg, Gossler & Co. KG ("Berenberg") is authorised by the German Federal Financial Supervisory Authority (BaFin) and is subject to limited regulation by the FCA. Tudor, Pickering, Holt & Co. Securities, Inc. is a member of and regulated in the United States by the United States Financial Industry Regulatory Authority, acting as an overseas person transacting and arranging dealings in investments through its affiliate Tudor, Pickering, Holt & Co. International, LLP ("Tudor Pickering"). Tudor Pickering is regulated by the FCA. Each of Goldman Sachs, JPMC, Deutsche Bank, Morgan Stanley, Berenberg and Tudor Pickering is acting exclusively for the Company and for no one else and will not regard any other person as a client in relation to the initial public offering and Admission and will not be responsible to anyone other than the Company for providing the protections afforded its clients or for providing advice in relation to the Issue, the contents of the Prospectus or any matters referred to herein.