TIDMRSE
RNS Number : 0305G
Riverstone Energy Limited
23 May 2017
23 May 2017
RIVERSTONE ENERGY LIMITED
("REL" or the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the Fourth AGM held
at 10.30 a.m. (BST) on 23 May 2017, each of the Resolutions, with
the exception of Resolution 14, were duly passed without
amendment.
Whilst receiving a majority of votes for, as Resolution 14 was a
special resolution the required 75% of votes for was not achieved.
Resolution 14 was a standalone resolution to amend the Company's
articles in line with recent changes in Guernsey Companies Law.
None of the other resolutions were conditional upon Resolution 14
passing.
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
2016.
For (including discretionary) 59,012,822 votes
Against 1,436,232 votes
Withheld 0 votes
Resolution 2
IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey)
as Auditor.
For (including discretionary) 60,412,775 votes
Against 0 votes
Withheld 36,279 votes
Resolution 3
IT WAS RESOLVED that the Board of Directors determine the
remuneration of the Auditor.
For (including discretionary) 60,449,054 votes
Against 0 votes
Withheld 0 votes
Resolution 4
IT WAS RESOLVED to re-elect Peter Barker as a director.
For (including discretionary) 60,449,054 votes
Against 0 votes
Withheld 0 votes
Resolution 5
IT WAS RESOLVED to re-elect Patrick Firth as a director.
For (including discretionary) 60,206,836 votes
Against 242,218 votes
Withheld 0 votes
Resolution 6
IT WAS RESOLVED to re-elect Richard Hayden as a director.
For (including discretionary) 59,159,503 votes
Against 1,289,551 votes
Withheld 0 votes
Resolution 7
IT WAS RESOLVED to re-elect Pierre F. Lapeyre as a director.
For (including discretionary) 58,535,512 votes
Against 1,913,542 votes
Withheld 0 votes
Resolution 8
IT WAS RESOLVED to re-elect David M. Leuschen as a director.
For (including discretionary) 58,535,512 votes
Against 1,913,542 votes
Withheld 0 votes
Resolution 9
IT WAS RESOLVED to re-elect Kenneth Ryan as a director.
For (including discretionary) 58,529,874 votes
Against 1,919,180 votes
Withheld 0 votes
Resolution 10
IT WAS RESOLVED to re-elect Jeremy Thompson as a director.
For (including discretionary) 60,449,054 votes
Against 0 votes
Withheld 0 votes
Resolution 11
IT WAS RESOLVED to re-elect Claire Whittet as a director.
For (including discretionary) 60,448,943 votes
Against 111 votes
Withheld 0 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 Votes Against Votes Withheld*
discretionary)
12 - Special 60,448,943 (99.9998%) 111 (0.0002%) 0
3,890,502
13 - Special 56,558,552 (93.56%) (6.44%) 0
25,975,388
14 - Special 34,473,316 (57.03%) (42.97%) 350 (0.0006%)
*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 UK Listing 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 12,663,562 Ordinary Shares
(as defined in the Company's articles of incorporation
(the "Articles") (being 14.99 per cent. of the
Ordinary Shares in issue (excluding shares held
in treasury) as at the latest practicable date
prior to the date of publication of this document);
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 2018 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
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 8,448,006 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 L.P., 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 2018, whichever is
the earlier, save that the Company may before
such expiry make offers or agreements which would
or might require shares to be allotted and issued
(or sold) after such expiry and the Directors
may allot and issue (or sell) shares 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.
Resolution 14
That the amendments to the Articles of the Company
in the terms set out in Part III to the Notice
of Annual General Meeting and set out in the
amended Articles of the Company tabled by the
Chairman at the Annual General Meeting be and
are hereby approved and adopted.
- ENDS -
About Riverstone Energy Limited:
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 London Stock Exchange, trading
under the symbol RSE. To date, REL has made 17 investments spanning
conventional and unconventional oil and gas activities in the Gulf
of Mexico, Continental U.S., Western Canada, the U.K. North Sea,
the Norwegian Sea, Mexico and credit.
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:
Brian Potskowski
Natasha Fowlie
+44 20 3206 6300
This information is provided by RNS
The company news service from the London Stock Exchange
END
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