REG - Riverstone Credit - Result of AGM

Riverstone Credit Opportunities IncomeAnnouncement

18/05/2022 15:00

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RNS Number : 9862L  Riverstone Credit Opps. Inc PLC  18 May 2022

18 May 2022

RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC

 ("RCOI" or the "Company")

 

Results of the Annual General Meeting ("AGM")

 

The Company is pleased to announce that, at the Third AGM held at 2.00 pm.
(BST) on 18 May 2022, each of the Resolutions were duly passed by a poll vote
without amendment. Resolutions 12, 13, 14 and 15 were proposed as special
resolutions and all other resolutions were proposed as ordinary resolutions.

 

The details of the results of the poll vote on each resolution are as follows:

 

Resolution 1

IT WAS RESOLVED to receive and adopt the Report of the Directors and the
audited accounts of the Company for the financial period ended 31 December
2021 together with the Independent Auditor's Report on those audited accounts
(the "Annual Report and Accounts").

 

 For (including discretionary)  41,054,197 votes (100 % of votes cast)
 Against                        0 votes (0 % of votes cast)
 Withheld*                      4,000 votes
 Votes cast in total            41,054,197 votes (44.85 % of issued share capital)

 
 

Resolution 2

IT WAS RESOLVED to approve the Directors' Remuneration Report contained within
the Annual Report and Accounts.

 

 For (including discretionary)  41,051,584 votes (99.99 % of votes cast)
 Against                        2,379 votes (0.01 % of votes cast)
 Withheld*                      4,234 votes
 Votes cast in total            41,053,963 votes (44.85 % of issued share capital)

 

Resolution 3

IT WAS RESOLVED to approve the Directors' Remuneration Policy set out on page
33 of the Directors' Remuneration Report contained within the Annual Report
and Accounts.

 

 For (including discretionary)  37,051,584 votes (90.25 % of votes cast)
 Against                        4,002,379 votes (9.75 % of votes cast)
 Withheld*                      4,234 votes
 Votes cast in total            41,053,963 votes (44.85 % of issued share capital)

 

Resolution 4

IT WAS RESOLVED to appoint Ernst & Young LLP as auditors of the Company,
to hold office until the conclusion of the next annual general meeting at
which the Annual Report and Accounts are laid before the meeting.

 

 For (including discretionary)  41,052,197 votes (99.99 % of votes cast)
 Against                        2,000 votes (0.01 % of votes cast)
 Withheld*                      4,000 votes
 Votes cast in total            41,054,197 votes (44.85 % of issued share capital)

 

Resolution 5

IT WAS RESOLVED to authorise the Board of Directors to determine the
remuneration of Ernst & Young LLP.

 

 For (including discretionary)  41,052,197 votes (99.99 % of votes cast)
 Against                        2,000 votes (0.01 % of votes cast)
 Withheld*                      4,000 votes
 Votes cast in total            41,054,197 votes (44.85 % of issued share capital)

 

Resolution 6

IT WAS RESOLVED to re-elect Reuben Jeffery, III as a Director of the Company.

 

 For (including discretionary)  41,052,197 votes (99.99 % of votes cast)
 Against                        2,000 votes (0.01 % of votes cast)
 Withheld*                      4,000 votes
 Votes cast in total            41,054,197 votes (44.85 % of issued share capital)

 

Resolution 7

IT WAS RESOLVED to re-elect Emma Davies as a Director of the Company.

 

 For (including discretionary)  41,052,197 votes (99.99 % of votes cast)
 Against                        2,000 votes (0.01 % of votes cast)
 Withheld*                      4,000 votes
 Votes cast in total            41,054,197 votes (44.85 % of issued share capital)

 

Resolution 8

IT WAS RESOLVED to re-elect Edward Cumming-Bruce as a Director of the Company.

 

 For (including discretionary)  41,052,197 votes (99.99 % of votes cast)
 Against                        2,000 votes (0.01 % of votes cast)
 Withheld*                      4,000 votes
 Votes cast in total            41,054,197 votes (44.85 % of issued share capital)

 

Resolution 9

IT WAS RESOLVED that, the Directors of the Company are generally and
unconditionally authorised to exercise the powers conferred upon them by
Article 136 of the Articles of Association to offer Shareholders in the
Company who have elected to receive them, an allotment of ordinary shares,
credited as fully paid, instead of the whole or any part of any cash dividends
paid by the Directors or declared by the Company in a general meeting (as the
case may be) from the date of the passing of this Resolution until the
conclusion of the next annual general meeting of the Company, and the
Directors are permitted to do all acts and things required or permitted to be
done in Article 136 of the Articles of Association of the Company.

 

 For (including discretionary)  41,052,197 votes (99.99 % of votes cast)
 Against                        2,000 votes (0.01% of votes cast)
 Withheld*                      4,000 votes
 Votes cast in total            41,054,197 votes (44.85 % of issued share capital)

 

Resolution 10

IT WAS RESOLVED that, in substitution for all subsisting authorities to the
extent unused, the Directors be and they are hereby generally and
unconditionally authorised, in accordance with section 551 Companies Act 2006,
to exercise all the powers of the Company to allot equity securities in the
capital of the Company and to grant rights to subscribe for, or to convert any
security into, equity securities in the Company up to an aggregate nominal
amount equal to $305,151.28.

 

The authority hereby conferred on the Directors shall expire at the conclusion
of the next annual general meeting of the Company after the date of the
passing of this Resolution, or the date which falls 15 months after the date
on which this Resolution is passed, whichever is the earlier, save that under
this authority the Company may, before such expiry, make offers or enter into
agreements which would or might require shares to be allotted or rights to
subscribe for, or to convert any security into, shares to be granted after
such expiry and the Directors may allot shares or grant rights to subscribe
for, or to convert any security into, shares (as the case may be) in pursuance
of such an offer or agreement as if the authority conferred hereby had not
expired.

 

 For (including discretionary)  36,848,614 votes (89.76 % of votes cast)
 Against                        4,205,583 votes (10.24 % of votes cast)
 Withheld*                      4,000 votes
 Votes cast in total            41,054,197 votes (44.85 % of issued share capital)

 

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 discretionary)       Votes Against                            Votes Withheld*  Total votes cast  Total votes cast as a % of issued share capital
 11 - Ordinary  41,052,197 votes (99.99 % of votes cast)  2,000 votes (0.01 % of votes cast)       4,000 votes      41,054,197 votes  44.85 %
 12 -Special    36,848,614 votes (89.76 % of votes cast)  4,205,583 votes (10.24 % of votes cast)  4,000 votes      41,054,197 votes  44.85 %
 13 - Special   36,848,614 votes (89.76 % of votes cast)  4,205,583 votes (10.24 % of votes cast)  4,000 votes      41,054,197 votes  44.85 %
 14 - Special   41,052,197 votes (99.99 % of votes cast)  2,000 votes (0.01 % of votes cast)       4,000 votes      41,054,197 votes  44.85 %

 15 - Special   41,052,197 votes (99.99 % of votes cast)  2,000votes (0.01 % of votes cast)        4,000 votes      41,054,197 votes  44.85 %

 

*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 11

 IT WAS RESOLVED that the Company adopts the proposed changes to its investment
 policy, as set out in the circular to Shareholders dated 4 April 2022.
 Resolution 12

 THAT, subject to the passing of Resolution 10 above, in substitution for all
 subsisting authorities to the extent unused, the Directors be and they are
 hereby authorised, pursuant to section 570 and section 573 Companies Act 2006,
 to allot equity securities (within the meaning of section 560 Companies Act
 2006) for cash either pursuant to the authority conferred by Resolution 10 or
 by way of a sale of treasury shares, as if section 561(1) Companies Act 2006
 did not apply to any such allotment, provided that this authority shall be
 limited to the allotment of equity securities in connection with an offer of
 equity securities:

 (a)  to holders of ordinary shareholders in proportion (as nearly as may be
 practicable) to their existing holdings; and

 (b)  to holders of other equity securities as required by the rights of those
 securities or as the Directors otherwise consider necessary,

 and so that the Directors may impose any limits or restrictions and make any
 arrangements which they consider necessary or appropriate to deal with any
 treasury shares, fractional entitlements or securities represented by
 depositary receipts, record dates, legal, regulatory or practical problems in,
 or under the laws of, any territory or the requirements of any regulatory body
 or stock exchange or any other matter.

 The authority hereby conferred shall expire at the conclusion of the next
 annual general meeting of the Company after the passing of this Resolution, or
 the date which falls 15 months after the date on which this Resolution is
 passed, whichever is the earlier, save that the Company may, before such
 expiry, make offers and enter into agreements which would or might require
 equity securities to be allotted after such expiry and the Directors may allot
 equity securities in pursuance of such offers or agreements as if the
 authority conferred hereby had not expired.

 Resolution 13

 That, subject to the passing of Resolution 10 above, in addition to the
 authority granted by Resolution 11, but in substitution for all other
 subsisting authorities to the extent unused, the Directors be and they are
 hereby authorised, pursuant to section 570 and section 573 Companies Act 2006,
 to allot equity securities (within the meaning of section 560 Companies Act
 2006) for cash either pursuant to the authority conferred by Resolution 10 or
 by way of a sale of treasury shares, as if section 561(1) Companies Act 2006
 did not apply to any such allotment, provided that this authority shall be
 limited to the allotment of equity securities in connection with an offer of
 equity securities up to an aggregate nominal amount of US$91,545.

 The authority hereby conferred shall expire at the conclusion of the next
 annual general meeting of the Company after the passing of this Resolution, or
 the date which falls 15 months after the date on which this Resolution is
 passed, whichever is the earlier, save that the Company may, before such
 expiry, make offers and enter into agreements which would or might require
 equity securities to be allotted after such expiry and the Directors may allot
 equity securities in pursuance of such offers or agreements as if the
 authority conferred hereby had not expired.

 Resolution 14

 That the Company be and is hereby generally and unconditionally authorised for
 the purposes of section 701 Companies Act 2006, to make market purchases
 (within the meaning of section 693(4) Companies Act 2006) of ordinary shares
 of one penny each in the capital of the Company on such terms and in such
 manner as the Directors shall from time to time determine, provided that:-
 a.   the maximum number of ordinary shares hereby authorised to be purchased
 is 13,722,652;

 b.   the minimum price (exclusive of expenses) which may be paid for an
 ordinary share is one cent;

 c.   the maximum price (exclusive of expenses) which may be paid for an
 ordinary share shall be not more than the higher of: (i) an amount equal to
 105 per cent. of the average of the middle market quotations for an Ordinary
 Share (as derived from the London Stock Exchange Daily Official List) for the
 five business days immediately preceding the date on which that Ordinary Share
 is contracted to be purchased; and (ii) an amount equal to the higher of the
 price of the last independent trade of an ordinary share and the highest
 current independent bid on the trading venues where the purchase is carried
 out;

 d.   the authority hereby conferred shall expire at the conclusion of the
 next annual general meeting of the Company after the passing of this
 Resolution, or the date which falls 15 months after the date on which this
 Resolution 13 is passed, whichever is the earlier (unless previously revoked,
 varied or renewed by the Company in general meeting prior to such time); and

 e.   the Company may at any time prior to the expiry of such authority enter
 into such a contract or contracts under which a purchase of ordinary shares
 under such authority will or may be completed or executed wholly or partly
 after the expiration of such authority and the Company may purchase ordinary
 shares in pursuance of any such contract or contracts as if the authority
 conferred hereby had not expired.

 Resolution 15

 THAT, a general meeting of the Company (other than an annual general meeting)
 may be called on not less than 14 days' notice.

 As at 16 May 2022, the Company's issued share capital was 91,545,383 ordinary
 shares of US$0.01 each. Each ordinary share carries the right to one vote in
 relation to all circumstances at general meetings of the Company, and the
 Company does not hold any ordinary shares in treasury. Accordingly, the total
 voting rights in the Company at the time of the AGM were 91,545,383.

 In compliance with Listing Rule 9.6.3, a copy of all resolutions passed at the
 AGM have today been submitted to the National Storage Mechanism and will
 shortly be available for inspection at
 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

-ENDS-

 

About Riverstone Credit Opportunities Income Plc:

 

RCOI lends to companies that build and operate the infrastructure used to
generate, transport, store and distribute both renewable and conventional
sources of energy, and companies that provide services to that infrastructure.
RCOI also lends to companies seeking to facilitate the energy transition by
decarbonizing the energy, industrial and agricultural sectors, building
sustainable infrastructure and reducing or sequestering carbon emissions. The
Company seeks to ensure that its investments are having a positive impact on
climate change by structuring each deal as either a green loan or a
sustainability-linked loan, documented using industry best practices.

 

For further details, see https://www.riverstonecoi.com/
(https://www.riverstonecoi.com/) .

 

Neither the contents of RCOI'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 Credit Opportunities Income Plc:

 

Adam Weiss

+1 212-271-2953

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