REG - Riverstone Credit - Return of Capital via a Compulsory Redemption

Riverstone Credit Opportunities IncomeAnnouncement

13/08/2024 12:30

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RNS Number : 2951A  Riverstone Credit Opps. Inc PLC  13 August 2024

13 August 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC

 ("RCOI" or the "Company")

 

Return of Capital by way of a Compulsory Redemption of Ordinary Shares

 

Further to its announcement on 8 August 2024 and the commencement of the
managed wind down of the Company at the conclusion of its annual general
meeting on 22 May 2024, the Company today announces that it will return
approximately US$23,033,221 to holders of its ordinary shares of US$0.01 each
(the "Ordinary Shares") by way of a compulsory redemption of approximately
22,701,309 Ordinary Shares (the "Compulsory Redemption"). The Company
currently has 90,805,237 Ordinary Shares in issue.

 

Approximately 25 per cent. of the Company's total issued share capital as at
the date of this announcement will be redeemed pursuant to the Compulsory
Redemption on the Redemption Date, and the Compulsory Redemption will be
effected pro rata to each Shareholder's registered holding of Ordinary Shares
as at the close of business on the Redemption Date, being 9 September 2024
(the "Redemption Date"). Accordingly, Shareholders will have approximately 1
Ordinary Share redeemed for every 4 Ordinary Shares they hold in total.
Fractions of Ordinary Shares will not be redeemed and so the number of
Ordinary Shares to be redeemed from each Ordinary Shareholder will be rounded
down to the nearest whole number of Shares.

 

The Compulsory Redemption will be effected at a price per Ordinary Share equal
to US$1.017 per Ordinary Share redeemed (the "Compulsory Redemption Price"),
being equivalent to the prevailing NAV per Ordinary Share on the Redemption
Date of US$1.01, together with the accrued but unpaid dividend of 0.7 cents
per Ordinary Share declared by the Board, as announced on 8 August 2024. The
Compulsory Redemption Price has been determined in accordance with the
articles of association (the "Articles") and includes the nominal value of
each redeemed Ordinary Share.

 

The Company's Ordinary Shares are redeemable by the Company upon notice to
Shareholders in accordance with the Articles. All of the Ordinary Shares
redeemed on the Redemption Date will be cancelled and accordingly will
thereafter be incapable of transfer by Shareholders or reissue by the Company.
The directors of the Company believe that the Compulsory Redemption represents
the most efficient and cost-effective method of returning cash to Shareholders
at this time.

 

The amount to be applied to the Compulsory Redemption of Ordinary Shares
comprises monies arising from the repayment and realisation of the Company's
investments. Following the payment of the proceeds of the Compulsory
Redemption, the Company will hold cash equal to approximately US$8,000,000.

 

In accordance with the Articles, the Company has today dispatched formal
notices of redemption to Shareholders in respect of the Compulsory Redemption.

 

Shareholders should consult their independent professional adviser regarding
the tax implications of the Compulsory Redemption for them.

 

Settlement

 

In the case of Ordinary Shares held in uncertificated form (that is, in
CREST), the Compulsory Redemption will take effect automatically on the
Redemption Date.

 

The existing Shares will be disabled in CREST after close of business on the
Compulsory Redemption Date and the existing ISIN GB00BJHPS390 (the "Old ISIN")
will be disabled.

 

The new ISIN GB00BS0C7H78 (the "New ISIN"), in respect of the remaining Shares
which have not been redeemed, will be enabled and available for transactions
from 8.00 a.m. on 10 September 2024. CREST will automatically transform any
open transactions as at the Compulsory Redemption Date into the New ISIN.

 

In the case of Shares held in certificated form (that is, not in CREST),
redemptions will take effect

automatically on the Redemption Date. Shareholders' existing Share
certificates will be cancelled and new Share certificates will be issued to
each such Shareholder for the balance of their shareholding after the
Redemption Date.

 

Up to and including the Redemption Date, Ordinary Shares will continue to be
traded under the Old ISIN and as such, a purchaser of such Ordinary Shares who
was not on the register on the Redemption Date would have a market claim for a
proportion of the redemption proceeds.

 

All Ordinary Shares that are redeemed will be cancelled with effect from the
relevant Redemption Date. Accordingly, once redeemed, such Ordinary Shares
will be incapable of transfer.

 

Payments of redemption monies are expected to be effected either through CREST
(in the case of Shares held in uncertificated form) or by cheque (in the case
of Shares held in certificated form) within 10 Business Days of the Redemption
Date, or as soon as practicable thereafter. Shareholders will be paid their
redemption proceeds in US dollars.

 

Expected Timetable

 

 Notice of Compulsory Redemption despatched                       13 August 2024
 Redemption Date (and record date for the Compulsory Redemption)  6.00 p.m. 9 September 2024
 Redemption payment date (on or around)                           19 September 2024

 

 

For Riverstone Credit Opportunities Income Plc:

Adam
Weiss
            Tel: +1 212 271 2953

For J.P. Morgan Cazenove (Corporate Broker):

Jérémie Birnbaum (Corporate Finance)           Tel: +44 (0) 20
7742 4000

Media Contacts:

Buchanan

Helen Tarbet
 
Tel: +44 (0) 20 7466 5109

Henry Wilson
 
Tel: +44 (0) 20 7466 5111

Verity
Parker
Tel: +44 (0) 20 7466 5197

Samuel Adams
 
Tel: +44 (0) 20 7466 5162

Email: rcoi@buchanan.uk.com

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

 

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