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This announcement includes inside information
Tender Offer and Notice of Extraordinary General Meeting
The Tender Price is equal to the closing market price per Share on
The Board has arranged for the Tender Offer to be made to enable those Eligible Shareholders who wish to realise a portion of their investment in the Company to do so, whilst ensuring that continuing Shareholders who do not wish to tender their Shares are not disadvantaged, as the Tender Offer is expected to be accretive to the Company's prevailing published NAV at the point of completion of the Tender Offer.
The Tender Offer will be available to Eligible Shareholders on the Register as at the Record Date, which is
Reasons for the tender offer and outlook for the Company
As a result of asset disposals and strong cashflows from the Company's portfolio of investments, as at
Following completion of the Tender Offer at the end of
The Tender Offer
The maximum number of Shares to be acquired under the Tender Offer is 13,840,830 Shares, representing approximately 30.4 per cent. of the Shares in issue (excluding any Shares held in treasury) as at
The Record Date for participation in the Tender Offer is
The Company will repurchase from successfully tendering Shareholders (other than certain Overseas Persons) up to 30.4 per cent. of the Shares registered in their name (the "Basic Entitlement"), rounded down to the nearest whole number of Shares. Shareholders will also have the option to tender additional Shares to the extent that other Shareholders tender less than their Basic Entitlement. Any such excess tenders will be satisfied pro rata in proportion to the amount tendered in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares).
An Eligible Shareholder tendering up to its Basic Entitlement will have such tender satisfied in full. Any Eligible Shareholder tendering more than its Basic Entitlement ("Excess Applications") will have its Excess Application satisfied if there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement, and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.
Unless withdrawn in accordance with the instructions set out in the Circular, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.
Further information on how to participate in the Tender Offer and how to tender Shares are set out in the Circular.
Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The attention of Shareholders is drawn to the Circular which sets out a general guide to certain aspects of current law and tax authority practice in respect of
Shareholders should note the following important information relating to certain provisions of the Takeover Code, which will be relevant to purchases of Shares after the date of the Circular.
Under Rule 9 of the Takeover Code, any person or group of persons deemed to be acting in concert who acquires an interest in shares which carry 30 per cent. or more of the voting rights of a company to which the Takeover Code applies is normally required by the
Under Rule 37.1 of the Takeover Code, when a company purchases its own voting shares, a resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9. A shareholder not acting in concert with the directors will not incur an obligation to make a general offer under Rule 9 if, as a result of the purchase of its own shares by a company, he comes to exceed the percentage limits set out in Rule 9. However, this exception will not normally apply when a shareholder not acting in concert with the directors has acquired an interest in shares at a time when he had reason to believe that such a purchase of its own shares by the company would take place.
A Shareholder not acting in concert with the Directors may, therefore, incur an obligation under Rule 9 to make a general offer to Shareholders to acquire their Shares if, as a result of the purchase by the Company of its own Shares from other Shareholders, he, she or it comes to hold or acquires an interest in 30 per cent. or more of the Shares following the Tender Offer or otherwise and he, she or it has purchased Shares or an interest in Shares when he, she or it had reason to believe that the Company would purchase its own Shares (under the Tender Offer or otherwise). The Company is not aware of any Shareholder or concert party which, following completion of the Tender Offer, will have an interest in 30 per cent. or more of the Shares.
Extraordinary General Meeting
The implementation of the Tender Offer requires the approval of Shareholders. A notice convening an Extraordinary General Meeting of the Company, which is to be held at
The Resolution is to be proposed as a special resolution under Guernsey law, and must be passed in order to enable the implementation of the Tender Offer. As a special resolution, the Resolution requires not less than 75 per cent. of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, not less than 75 per cent. of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.
The Resolution permits the Company to effect the Tender Offer so as to permit those Eligible Shareholders who wish to realise their investment (whether in whole or in part) to do so, subject to the terms and conditions of the Tender Offer and the extent to which Eligible Shareholders tender their Shares.
Board and Investment Manager intentions in relation to the Tender Offer
The Directors make no recommendation to Shareholders as to whether they should tender Shares in the Tender Offer. Whether Shareholders decide to tender Shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
The Board recommends Shareholders to vote in favour of the Resolution to be proposed at the Extraordinary General Meeting, as the Directors intend to do in respect of their own beneficial holdings totalling 26,202 Shares (representing approximately 0.057 per cent. of the Company's issued share capital.
No Directors will tender Shares owned or controlled by that Director in the Tender Offer, nor will any Shares held by entities affiliated with the Investment Manager be tendered in the Tender Offer.
Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting
Latest time and date for receipt of Tender Forms and TTE Instructions
Record Date for Tender Offer
Extraordinary General Meeting
Results of Extraordinary General Meeting and results of Tender Offer announced
Repurchase date for successfully tendered Shares
Settlement through CREST of, and despatch of cheques for, the Tender Offer consideration, as appropriate
Despatch of balance share certificates and crediting of CREST accounts with Shares not purchased
All references are to local time in
The dates set out in the expected timetable may be adjusted by the Company in which event details of the new dates will be notified to Shareholders via an announcement made by the Company through a
Share Buyback Programme
The authority to repurchase Shares in the Tender Offer pursuant to the Resolution to be proposed at the EGM is in addition to the authority for the Company to make market purchases of Shares granted at the Company's annual general meeting on
Publication of Circular
The Circular, which contains the full terms and conditions of the Tender Offer, instructions to Eligible Shareholders on how to tender their Shares should they choose to do so, is being posted to Eligible Shareholders.
A copy of the Circular will shortly be available to view on the Company's website at https://www.riverstonerel.com/
A copy of the Tender Offer circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information
+44 (0) 20 3206 6300
J.P. Morgan Cazenove - Joint Corporate Broker
+44 (0) 203 493 8000
+44 (0) 207 260 1000
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
For further details, see www.RiverstoneREL.com
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