TIDMRSE
RNS Number : 5647J
Riverstone Energy Limited
17 August 2023
LEI: 213800HAZOW1AWRSZR47
17 August 2023
Riverstone Energy Limited
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION.
This announcement includes inside information
Tender Offer and Notice of Extraordinary General Meeting
Riverstone Energy Limited (the "Company") announces a Tender
Offer for up to 13,840,830 of the Company's ordinary shares (the
"Shares"), representing approximately 30.4 per cent. of the
existing Shares in issue (excluding any Shares held in treasury),
to be acquired at a single price equal to GBP5.78 per Share (the
"Tender Price"). Capitalised terms used but not otherwise defined
in this announcement shall have the same meaning as set out in the
circular in respect of the Tender Offer (the "Circular") being
published later today.
The Tender Price is equal to the closing market price per Share
on 16 August 2023 (being the latest practicable date prior to
publication of the Circular) and represents a 43.5 per cent.
discount to the Net Asset Value per Share as at 30 June 2023.
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 6.00 p.m. (London
time) on 26 September 2023.
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 16 August 2023 (being the
latest practicable date prior to publication of the Circular) the
Company held aggregate cash balances of approximately US$123
million. The Company has determined to use GBP80 million of its
available cash (equivalent to approximately US$100 million as at 16
August 2023 [1] ) to provide the opportunity for all Eligible
Shareholders on the Record Date to exit part of their Shareholding
in the Company by participating in the Tender Offer.
Following completion of the Tender Offer at the end of September
2023, and assuming the Tender Offer is accepted in full, the
Company's residual cash balances (taking into account, amongst
other things, further cash flows expected from the Company's
investments) are expected to total approximately US$30 million.
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 16 August 2023 and equal in value to GBP80 million
at the Tender Price (the "Available Shares").
The Record Date for participation in the Tender Offer is 6.00
p.m. on 26 September 2023. The Tender Offer is subject to certain
conditions set out in the Circular and may be suspended or
terminated in certain circumstances, as set out in the
Circular.
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.
Taxation
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 UK and US taxation. Shareholders
who are in any doubt as to their tax position or who are subject to
tax in a jurisdiction other than the United Kingdom or the United
States should consult an appropriate professional adviser.
Takeover Code
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 Takeover Panel to make a general offer to shareholders of that
company to acquire their shares. Rule 9 of the Takeover Code also
provides that any person or group of persons deemed to be acting in
concert who is interested in shares which in the aggregate carry
between 30 per cent. and 50 per cent. of the voting rights of a
company to which the Takeover Code applies will be unable, without
the Takeover Panel's consent, to acquire, either individually or
together, any further voting rights in the company without being
required to make a general offer to shareholders of that company to
acquire their shares. An offer under Rule 9 must be in cash and at
the highest price paid by the person required to make the offer or
any person acting in concert with him for any interest in shares in
the company during the 12 months prior to the announcement of the
offer.
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 2.00 p.m. (London time) on
27 September 2023 at Trafalgar Court, Les Banques St Peter Port
Guernsey GY1 4LY, Channel Islands, is set out at the end of the
Circular. The quorum requirement for the Extraordinary General
Meeting is not less than two Shareholders present in person or by
proxy (or, in the case of a corporation, by a duly appointed
representative).
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.
Expected Timetable
Latest time and date for receipt of Forms of Proxy for the Extraordinary General 2.00 p.m. on 25 September 2023
Meeting
Latest time and date for receipt of Tender Forms and TTE Instructions 1.00 p.m. on 26 September 2023
Record Date for Tender Offer 6.00 p.m. on 26 September 2023
Extraordinary General Meeting 2.00 p.m. on 27 September 2023
Results of Extraordinary General Meeting and results of Tender Offer announced 27 September 2023
Repurchase date for successfully tendered Shares 29 September 2023
Settlement through CREST of, and despatch of cheques for, the Tender Offer by 6 October 2023
consideration,
as appropriate
Despatch of balance share certificates and crediting of CREST accounts with Shares by 6 October 2023
not purchased
All references are to local time in London on the day in
question.
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 Regulatory Information Service.
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 23 May 2023. The
Company will not make market purchases of Shares while the Tender
Offer is continuing. The Company may resume its market purchase
share buyback programme following the completion of the Tender
Offer, although any decision to resume the buyback programme, and
the timing of any such purchases, will be entirely at the Board's
discretion and subject to, amongst other things, applicable law,
the Company's performance, market conditions and the cash reserves
available to the Company, in each case as determined by the Board
at the relevant time.
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
For Riverstone Energy Limited:
Josh Prentice
+44 (0) 20 3206 6300
J.P. Morgan Cazenove - Joint Corporate Broker
William Simmonds
Jeremie Birnbaum
+44 (0) 203 493 8000
Numis Securities Limited - Joint Corporate Broker
Hugh Jonathan
Vicki Paine
+44 (0) 207 260 1000
About Riverstone Energy Limited:
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 $193 million to a global strategy across
decarbonisation sectors presented by Riverstone's investment
platform. REL's ordinary shares are listed on the London Stock
Exchange, trading under the symbol RSE. REL has 15 active
investments spanning decarbonisation, oil and gas, renewable energy
and power in the Continental U.S., Western Canada, Europe and
Australia.
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.
This announcement includes inside information as defined in
Article 7 of the UK Market Abuse Regulation No. 596/2014 as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018.
[1] Based on an exchange rate of GBP1 = US$1.28, FX spot rate at 16 August 2023.
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