NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
This announcement includes inside information
Tender Offer for ordinary shares with an aggregate value of
The Company announces a Tender Offer for up to
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
Company performance, outlook and reasons for the tender offer
Since its IPO in
The Company's latest portfolio company valuations as at
Further to the announcement on
The Company will announce its NAV per Share as at
Recognising the current liquidity for Shares in the market, the Board is providing an opportunity for all Eligible Shareholders on the Record Date to participate in the Tender Offer to exit part of their Shareholding in the Company. Furthermore, the recent strength in oil prices, driven by increased concerns regarding availability of supply, provides an attractive environment for the Company's investment manager to generate value from its current portfolio. The Company intends to deploy the remainder of its cash balance following completion of the Tender Offer towards attractive opportunities within the existing portfolio and one or more new energy investments which the investment manager is currently progressing. The Company's investment manager remains focused on delivering attractive risk-adjusted returns to shareholders by leveraging the investment manager's extensive platform and deep sector expertise, partnering with best-in class management teams and prudent risk management.
The Company will finance the Tender Offer from its existing cash balances. Following completion of the Tender Offer in mid-November, assuming the Tender Offer is accepted in full, the Company's residual cash balances are expected to total
The Tender Offer
Shareholders may tender all or any part of their holding of Shares for acquisition by the Company at the Strike Price. The Strike Price will be determined on the basis of valid tenders made by Shareholders starting at a minimum price per Share of
Shareholders who wish to participate in the Tender Offer must choose the points within the Price Range at which they are willing to offer some or all of their Shares in the Tender Offer.
The Strike Price at which Shares are purchased in the Tender Offer will be the lowest price in the Price Range that will allow the Company to acquire
All Shares acquired in the Tender Offer will be acquired at the same Strike Price for cash in Sterling. Only Shares validly tendered at a price at or below the Strike Price will be acquired in the Tender Offer. Shares tendered at the Strike Price will be subject to scaling back, as described below. All Shares acquired by the Company pursuant to the Tender Offer will be cancelled.
Shareholders may tender Shares at differing points in the Price Range should they wish to do so but cannot make tenders that in aggregate are in respect of more Shares than they own.
If the Strike Price is set at the minimum tender price per Share, a total of 4,583,333 Shares will be repurchased, equal to 5.43 per cent. of the Company's issued share capital as at the date of this document. If the Strike Price is set at the maximum tender price per Share, a total of 4,000,000 Shares will be repurchased, equal to 4.73 per cent, of the Company's issued share capital as at the date of this document. The Company will acquire a maximum number of 4,583,333 Shares in the Tender Offer.
If more Shares have been validly tendered at or below the Strike Price than the Company can acquire at the Strike Price for
If Eligible Shareholders intend to tender Shares in the Tender Offer and want to maximize the possibility that the Shares that they tender will be purchased, they should specify that they are willing to tender their Shares at the minimum tender price per Share, which is
The consideration payable under the Tender Offer and the costs of its implementation will be financed from the Company's existing cash resources. The costs and expenses for implementing the Tender Offer will be approximately
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 this document.
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 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 2.00 p.m. (
The Resolution is to be proposed as a special resolution under Guernsey law. 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 intentions around 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.
No Directors will tender Shares owned or controlled by that Director in the Tender Offer, and the Board understands that neither
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, results of Tender Offer and Strike Price 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
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 www.morningstar.co.uk/uk/NSM
For further information
J.P. Morgan Cazenove Tel: +44 (0)20 7742 4000
REL is a closed-ended investment company that invests exclusively in the global energy industry, with a particular focus on the exploration & production and midstream sectors. REL aims to capitalise on the opportunities presented by Riverstone's energy investment platform. REL is a member of the FTSE 250 and its ordinary shares are listed on the
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