REG - Riverstone Energy Ld - Annual Financial Report
04/03/2026 07:00
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RNS Number : 2135V Riverstone Energy Limited 04 March 2026
Annual Report and Financial Statements
for the year ended 31 December 2025
Riverstone Energy Limited
Following Shareholder approval at the Extraordinary General Meeting ("EGM")
held on 22 August 2025, Riverstone Energy Limited (the "Company") has now
commenced a Managed Wind-Down process ("Managed Wind-Down"), with the
objective of realising all the existing assets in an orderly manner that
maximises value for Shareholders.
The Managed Wind-Down process will in due course result in a liquidation of
the Company and the prior orderly dissolution of a number of underlying
investment holding entities.
The Company's Investment Manager is RIGL Holdings, LP, which is majority-owned
and controlled by affiliates of Riverstone.
Riverstone Holdings LLC (''Riverstone'') is an energy and power-focussed
private investment firm founded in 2000 by David M. Leuschen and Pierre F.
Lapeyre with approximately $45 billion of capital raised. Riverstone conducted
buyout and growth capital investments in the E&P, midstream, oilfield
services, power and renewable sectors of the energy industry. Since 2009,
Riverstone has committed over $8 billion to the renewable energy and
decarbonisation sectors, across 49 investments ranging from wind power
development to financial software enabling the deployment of renewable
infrastructure projects.
The registered office of the Company is PO Box 286, Floor 2, Trafalgar
Court, Les Banques, St Peter Port, Guernsey, GY1 4LY.
Financial and Operational Highlights((1))
Realisations and distributions received during the year ended 31 December 2025 $233.3 million((2)) from the following investments:
( )
( ) (i) $138.3 million from Permian Resources
( ) (ii) $68.7 million from Whitecap Resources
( ) (iii) $26.2 million from Solid Power
( ) (iv) $0.1 million from Rock Oil
Investments during the year ended 31 December 2025 $4.9 million from add-on investment into Infinitum for Series F funding.
Share Buybacks and Compulsory Share Redemptions during the year ended 31 The Company purchased and cancelled 0.7 million shares at an average price of
December 2025 £7.33 per share and redeemed 17.3 million shares as part of its first
compulsory share redemption returning £190.0 million under its shareholder
approved Managed Wind-Down process.
Key Financials
2025 2024
NAV as at 31 December((3)) $118 million / $376 million /
£88 million((4)) £299 million((4))
NAV per Share as at 31 December((3)) $16.07 / £11.94((4)) $14.83 / £11.81((4))
Per cent. change in NAV per Share (USD) for the year ended 31 December 8.36 per cent. (7.08) per cent.
Market capitalisation at 31 December $71 million((4)) / $250 million((4)) /
£53 million £199 million
Share price at 31 December $9.73((4)) / £7.23 $9.87((4)) / £7.86
$(1.42) per cent. / £(8.02) per cent. $(3.2) per cent. / £(1.9) per cent.
Per cent. change in Share price in US Dollar and Sterling Share price for the
year ended 31 December
Converted USD Share price discount to USD NAV (39.45) per cent. (33.4) per cent.
Cash and cash equivalents at 31 December $17.1 million ((5)) / $78.5 million ((5)) /
£12.7 million((4)) £62.5 million((4))
Marketable securities (unrestricted) at 31 December $nil / £nil ((4)) $201 million /
£160 million((4))
Total comprehensive loss for the year ended 31 December $(0.5) million $(79.7) million
Basic and diluted loss per Share for the year ended 31 December (2.17) cents / (1.61) pence((4)) (264.36) cents / (210.51) pence((4))
Number of shares repurchased through buyback, tender offer and compulsory 18,008,275 16,853,098
redemption/average price per Share for the year ended 31 December ((6))
$14.62 / £10.86 $12.85 / £10.23
Number of Shares outstanding at 31 December 7,334,416 25,342,691
( )
((1))Amounts shown reflect investment-related activity at the Investment
Undertaking level, not the Company, except for Share Buybacks and Compulsory
Redemptions.
((2)) Amounts may vary due to rounding.
((3)) NAV and NAV per Share are reflective of the fair value movements in the
underlying investments held by the Partnership, net of income and expenses of
the Partnership and its related Investment Undertakings, and applicable taxes
which were both $nil as of 31 December 2025 and 31 December 2024.
((4)) Based on exchange rate of 1.3462 $/£ at 31 December 2025 (1.2558 $/£
at 31 December 2024).
((5)) At 31 December 2025 and 2024, respectively, amounts are comprised of
$1.9 million and $1.5 million held by the Company, $14.8 million and $62.6
million held at the Partnership and $0.4 million and $14.4 million held at REL
US Corp.
((6)) Inception to date total number of shares repurchased was 37,075,536 at
an average price per share of £4.44 ($5.67).
board Chair's Statement
Dear Shareholder,
2025 was a year shaped by geopolitical risk and policy volatility. While
inflation eased from post-pandemic highs, expectations for interest rate cuts
have moderated somewhat as markets assessed the inflationary implications of
trade tariffs. This combination of elevated uncertainty and higher discount
rates continued to weigh on risk appetite, particularly for earlier stage
growth assets.
Geopolitical risk remained a defining feature of the year. The conflict in
Ukraine persisted and tensions in the Middle East periodically escalated,
culminating in US and Israeli strikes on Iranian nuclear facilities in June
2025. Such events reinforced the market's sensitivity to supply disruption
risk and shipping route security. Against this backdrop, the energy sector
again demonstrated its strategic importance, both as a driver of economic
competitiveness and a foundation for economic security.
Within this environment, the Board took decisive steps to position Riverstone
Energy Limited for an orderly conclusion to its lifecycle. Following extensive
engagement both by the Board and major Shareholders with the Investment
Manager, Shareholders approved the commencement of a Managed Wind-Down at the
Extraordinary General Meeting on 22 August 2025. The objective is clear; we
will realise the remaining assets in an orderly manner and return capital to
Shareholders on a timely basis, while, where possible, ceasing new investments
other than sums which may be committed to existing investments in a defensive
capacity to preserve value.
Oil & Gas
Oil prices were volatile across 2025, reflecting shifting expectations for
global growth, changes in supply policy, and periodic geopolitical and trade
risk premia. West Texas Intermediate (WTI) opened the year at $72.44 per
barrel and closed at $57.26 per barrel, having traded between an intra year
high of $80.73 on 15 January 2025 and an intra year low of $55.44 on 16
December 2025.
Natural gas prices also experienced pronounced volatility. Henry Hub opened
the year at $3.40 per MMBtu and closed at $4.00 per MMBtu, with an intra year
high of $9.86 on 17 January 2025 and an intra year low of $2.65 on 13 June
2025. Prices spiked early in the year before retreating, with the next highest
level recorded at $7.15 on 19 February 2025, underscoring the influence of
weather, storage dynamics and demand expectations.
The United States Energy Information Association's commentary suggests crude
prices were under steady pressure in the second half of the year as rising
production and growing volumes in floating storage outweighed the effect of
potential export disruptions, consistent with a market that moved from
episodic risk premia to a more persistent supply overhang. The same analysis
highlights the growing importance of US liquefied natural gas exports to the
gas balance and an electricity generation mix that in the US is still led by
natural gas (40 per cent. vs 24 per cent. renewables and 17 per cent. coal),
especially as energy demand reached a record peak in 2025. In Europe, by
contrast, total fossil generation (Coal, oil and gas) fell to 29 per cent.
with wind and solar accounting for 30 per cent., exceeding total fossil
fuel-based electricity generation for the first time.
In October 2025, the Company exited its remaining oil & gas positions.
Renewables Performance
Clean energy markets remained in a period of adjustment during 2025. The
sector started the year in a more demanding operating environment, with grid
congestion, a higher cost of capital and a less predictable policy backdrop in
parts of the United States weighing on investor sentiment and project
economics.
Conditions began to stabilise as the year progressed. Financing costs eased
modestly as central banks moved from tightening to gradual rate reductions,
and policy support proved more resilient outside the United States. In Europe,
notwithstanding delays and friction, the framework continues to reward
profitable projects, while parts of Asia and the Middle East remain overtly
supportive and expansionary. Listed renewables equities recovered during the
period, with the MSCI Alternative Energy Index up more than 40 per cent. in
the year, but the sector continues to operate in a more selective market that
demands evidence of value creation and durability. Against this more selective
market, our focus has remained on portfolio stewardship and value
maximisation.
Managed Wind-Down and Capital Returns
Following Shareholder approval, the Company entered a Managed Wind-Down
process in the second half of the year, amending its investment objective and
policy to focus on realising the portfolio and returning the remaining capital
to Shareholders.
Implementation has progressed rapidly, with the Company realising its publicly
listed holdings and materially increasing cash available for return. This
enabled the Board to implement the first compulsory partial redemption in
October 2025, at £11.01 per share, through which the Company redeemed and
cancelled approximately 70 per cent. of its issued share capital. Following
the compulsory redemption, the number of shares in issue reduced materially to
7,334,416.
In line with the Managed Wind-Down policy, the Company returned excess capital
to Shareholders during the year through compulsory redemptions totalling £190
million. As at 31 December 2025, the cash balance comprised of $1.9 million
held by the Company, $14.8 million held at the Partnership and $0.4 million
held at REL US Corp; totalling $17.1 million, with provision now made for
approximately $1 million to cover the expected final costs associated with the
intended voluntary liquidation of the Company and its relevant associated
underlying investment holding entities at the conclusion of the Managed
Wind-Down process.
The Company's share price opened the year at £8.00 per share and ended the
year at £7.23 per share. The shares reached a high of £9.66 on 21 October
2025, shortly before the compulsory redemption.
Portfolio Commentary
At mid-year, the portfolio comprised seven active investments, with
conventional holdings in Onyx Power, Permian Resources and Whitecap Resources
and decarbonisation holdings in Solid Power, GoodLeap, Infinitum Electric and
Group14 Technologies. Following the commencement of the Managed Wind-Down, a
number of realisations were executed, reducing the size of the portfolio
materially.
The Company fully exited its positions in Permian Resources and Whitecap
Resources in September 2025, generating proceeds of $138.3 million and $68.7
million respectively, inclusive of dividends received during the year. The
Company also sold its entire shareholding in Solid Power in September 2025,
and subsequently disposed of its remaining warrants in Solid Power in October
2025, for total proceeds of $26.2 million.
On 2 January 2026, the Company announced a further commitment to its existing
investment in Infinitum with $5.0 million duly funded as part of a wider
Series F financing arrangement. Infinitum will use the investment to provide
short to medium term working capital to support its operations.
Also, on 2 February 2026, after long and challenging negotiations, the Company
announced the completion of the sale of 100% of its interest in Onyx Power to
ResInvest Group. The sale resulted in proceeds of $50.4 million (€42.7
million).
Shareholder Alignment and Governance
The Board remains focused on disciplined capital stewardship and alignment
with Shareholders throughout the Managed Wind-Down. The shift to compulsory
redemptions as the primary mechanism for returning capital reflects the
Company's transition from portfolio construction to portfolio realisation.
Concluding Remarks
The approved Managed Wind-Down represents the final phase of the Company's
evolution and, in the Board's view, the most effective route to unlocking
value through an orderly realisation of the remaining portfolio. During 2025,
the Company has acted promptly to sell its publicly held positions and return
substantial capital to Shareholders, while continuing to progress the
remaining private holdings towards future realisations.
We recognise that the investment backdrop remains challenging, particularly
for earlier stage decarbonisation assets that require stable policy frameworks
and consistent access to funding. Against that context, we will continue to
work closely with the Investment Manager to preserve value, maintain
discipline on costs and return capital to Shareholders as proceeds are
realised. In accordance with the Managed Wind-Down investment policy, the
Company expects to return a portion of the proceeds from the Onyx Power sale
to Shareholders, net of reasonable provisions for running costs in the
remaining part of the expected Managed Wind-Down period to 31 December 2027
and the provision for final liquidation costs, by way of a pro rata compulsory
redemption of ordinary shares.
On behalf of the Board, I would like to thank Jeremy Thompson, who will not be
standing for re-election at the AGM as a Non-Executive Director of the
Company, for his dedicated service to the Company over the past nine years.
His expertise has been instrumental in guiding the Company through numerous
milestones and achievements.
I would also like to thank Shareholders for your continued support and
engagement as the Company progresses through the concluding phase of its
lifecycle.
Richard Horlick
Chair of the Board
3 March 2026
Environmental, Social and Governance Policy
While we continue to exit our current investments, Riverstone retains an ESG
policy that outlines its commitment to ESG principles. A copy of Riverstone's
ESG policy is available online:
https://www.riverstonellc.com/media/1358/2024_riverstone_esg_policy-final-october-2024.pdf
(https://nam12.safelinks.protection.outlook.com/?url=https%3A%2F%2Furl.us.m.mimecastprotect.com%2Fs%2F6TFJCqxW68SOnPRlfZfQHEYLRk%3Fdomain%3Driverstonellc.com&data=05%7C02%7Cscortese%40riverstonellc.com%7Cd0daea753a3d479f8a5b08de5f665b20%7C52f510de1c2444de89ebd4b02bf4c1e1%7C1%7C0%7C639053090393840456%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=vzqubnsvKmmitUqDDBQZzOGySpehLrq%2FP5fK3xCBdVo%3D&reserved=0)
RIGL Holdings, LP
3 March 2026
Investment Manager's Report
Economies remain resilient in the face of uncertainty
2025 was characterised by persistent macro‑economic uncertainty, policy
volatility and elevated geopolitical risk, set against a backdrop of
moderating inflation. While headline inflation continued to ease from
post‑pandemic highs, expectations for interest‑rate cuts were repeatedly
reassessed as markets weighed the inflationary implications of trade tariffs,
supply‑chain friction and renewed fiscal expansion driving debate about the
level of developed government indebtedness. Despite the global economy
remaining relatively resilient, with growth coming through in most major
countries, the combination of policy uncertainty and higher discount rates
tempered investor risk appetite for earlier‑stage growth assets.
Geopolitical developments remained a defining feature of the year. The
conflict in Ukraine continues, while tensions in the Middle East flared-up
intermittently, raising further uncertainty about the security and consistency
of energy supply. These dynamics again underscored the strategic importance of
energy - both as a driver of economic competitiveness and as a cornerstone of
national energy security - and continued to influence capital allocation
across the sector.
Against this backdrop, global equity markets delivered a surprisingly strong
performance over the course of the year. Periods of volatility, driven by
policy announcements and geopolitical events, were interspersed with strong
share price performance, particularly in the second half of the year. This
performance was supported by resilient corporate earnings and growing investor
focus on balance‑sheet strength and cash generation. The S&P 500 rose
16.4% over the year, but 15.3% in the second half and the FTSE 100 increased
22.3% over the course of the year and 13.2% in the second half, each of which
in local currency terms. Within energy markets, price movements reflected the
interplay between demand expectations, geopolitical risk premium and a supply
backdrop that, in aggregate, remained strong.
Energy markets: mixed price performance within a structurally evolving system
Oil prices were volatile through 2025, responding to shifting expectations for
global growth, changes in supply policy and periodic geopolitical shocks. West
Texas Intermediate (WTI) crude traded within a wide range over the year, with
early‑year strength giving way to softer pricing in the second half as
rising production and inventory levels outweighed concerns around potential
supply disruptions. The WTI price fell 22% over the year to end the year at
$57.26. Natural gas markets were similarly influenced by weather‑driven
demand swings, storage dynamics and the growing role of liquefied natural gas
in balancing regional markets but the gas price performed better rising 17.6%
in 2025.
At the same time, the structural evolution of the global energy system
continued. Electricity demand growth remained robust, driven by
electrification trends, rising cooling demand, and the expansion of data
centres and digital infrastructure. The majority of incremental electricity
demand continued to be met by low‑emission sources, led by solar and wind,
alongside a growing contribution from nuclear power. However, fossil fuels -
particularly natural gas - retained a critical role in providing firm,
dispatchable power, reinforcing the view that the energy transition will
remain non‑linear and regionally differentiated. The Company exited its oil
and gas positions in October 2025.
Independent analyses from the International Energy Agency and McKinsey &
Company pointed to continued growth in global energy demand, rising
electricity consumption and a slower‑than‑previously‑anticipated pace of
decarbonisation in certain sectors where affordability and supply security
have become more prominent policy priorities, although renewable energy
generally offers a lower levelized cost of energy compared to new natural gas
plants, and rising liquefied natural gas exports increase domestic gas price
volatility. By way of contrast, China reached a significant structural turning
point in its electricity decarbonisation in 2025, with clean energy growth
outpacing its power demand, making China the primary driver of global
decarbonisation. These dynamics continue to shape the operating and valuation
environment for both conventional and decarbonisation assets.
Portfolio strategy: transition to Managed Wind‑Down
Within this environment, and following extensive engagement with the Board,
Shareholders approved the commencement of a Managed Wind‑Down at the
Extraordinary General Meeting held in August 2025.
The Company's investment objective and policy were amended to focus on the
orderly realisation of the remaining portfolio and the timely return of
capital to Shareholders, while ceasing, where possible, new investments other
than those of a defensive nature with respect to the existing investment
portfolio.
Implementation of the Managed Wind‑Down progressed rapidly in the second
half of the year. The Investment Manager worked closely with the Board to
crystallise value from the publicly listed holdings and simplify the
portfolio, materially increasing cash available for return. This enabled the
Company to execute a compulsory partial redemption of shares in October 2025,
returning substantial capital to Shareholders and significantly reducing the
number of shares in issue.
Portfolio activity and performance
At mid‑year, the portfolio comprised seven active investments across
conventional energy, power and decarbonisation. Following the commencement of
the Managed Wind‑Down and subsequent realisations, the portfolio was
simplified materially.
During the year, the Company exited fully its positions in Permian Resources
and Whitecap Resources, realising aggregate proceeds broadly in line with
carrying values. The sale of Permian Resources was effected via an
underwritten public offering of shares. The Company participated for the whole
of its shareholding in Permian Resources realising gross proceeds of $138.3
million. The sale of Whitecap Resources secured a further $68.7 million in
gross proceeds. In addition, the Company completed the sale of its entire
shareholding in Solid Power in September 2025 and subsequently disposed of its
remaining warrants in October 2025 for gross proceeds of $26.2 million,
representing a significant increase over the net asset value of Solid Power at
30 June 2025 of $16.0 million. These transactions reflected the Investment
Manager's focus on crystallising value where liquidity was available and
pricing was supportive, while reducing exposure to public‑market volatility.
For information on the Infinitum follow on investment which was made prior to
the year end and the Onyx Power sale, which were both announced in Q1 2026,
please refer to the Post Year End Update section of the Investment Manager's
report.
Capital returns
Following the realisation of the public holdings and the execution of the
first compulsory share redemption, the Investment Manager's focus has shifted
to maximising value from the remaining private portfolio while maintaining
discipline on costs and governance through the period of the Managed
Wind‑Down. Buybacks have ceased, with compulsory redemptions now the primary
mechanism for returning capital to Shareholders.
In August 2025, the Company announced a compulsory partial redemption which
was executed on 23 October 2025 in which 17,256,964 shares, approximately 70
per cent. of the outstanding shares in issue, were acquired and cancelled at a
price of £11.01, being the then NAV per share as at 30 June 2025. These
shares were acquired and redeemed from Shareholders pro-rated for their
shareholding. This returned approximately £190m to Shareholders. As at 31
December 2025, the cash balance was comprised of $1.9 million held by the
Company, $14.8 million held at the Partnership and $0.4 million held at REL US
Corp; totalling $17.1 million.
Current Portfolio - Conventional((8))
Investment (Private) Gross Committed Capital ($mm) Invested Gross Realised Gross Unrealised Value Gross Realised Capital & Unrealised Value ($mm) 31 Dec 2025 Gross MOIC((2)) 31 Dec 2024
Capital ($mm) Capital ($mm)((1)) ($mm)((2)) Gross MOIC((2))
Onyx Power (Private) 66 60 121 50 171 2.86x 2.80x
Total Current Portfolio - Conventional((3)) $66 $60 $121 $50 $171 2.86x 2.80x
Current Portfolio - Decarbonisation((8))
Investment (Private) Gross Committed Capital ($mm) Invested Gross Realised Gross Unrealised Value Gross Realised Capital & Unrealised Value ($mm) 31 Dec 2025 31 Dec 2024
Capital ($mm) Capital ($mm)((1)) ($mm)((2)) Gross MOIC((2)) Gross MOIC((2))
Infinitum 33 33 - 33 33 1.00x 0.85x
(Private)
GoodLeap (Private) 25 25 2 23 25 1.00x 1.00x
Group14 4 4 - 0 0 0.10x 0.75x
(Private)
Total Current Portfolio - Decarbonisation((3)) $62 $62 $2 $56 $58 0.94x 0.91x
Total Current Portfolio - Conventional & Decarbonisation((3)) $128 $122 $123 $106 $229 1.89x 1.88x
Cash and Cash Equivalents((7)) $17
Realisations
Investment Gross Committed Capital Invested Gross Realised Gross Unrealised Value Gross Realised Capital & Unrealised Value ($mm) 31 Dec 2025 31 Dec 2024
(Initial Investment Date) ($mm) Capital ($mm) Capital ($mm)((1)) ($mm)((2)) Gross Gross MOIC((2))
MOIC((2))
Permian Resources 268 268 370 - 370 1.38x 1.41x
(16 Jul 2016)
Whitecap Resources 296 296 266 - 266 0.90x 0.82x
(27 Mar 2014)
Rock Oil 114 114 239 - 239 2.09x 2.09x
(12 Mar 2014)
Three Rivers III 94 94 204 - 204 2.17x 2.17x
(7 Apr 2015)
ILX III 179 179 172 - 172 0.96x 0.96x
(8 Oct 2015)
Meritage III((4)) 40 40 88 - 88 2.20x 2.20x
(17 Apr 2015)
RCO((5)) 80 80 80 - 80 0.99x 0.99x
(2 Feb 2015)
Carrier II 110 110 67 - 67 0.61x 0.61x
(22 May 2015)
Pipestone Energy 90 90 58 - 58 0.64x 0.64x
(29 Aug 2014)
Sierra 18 18 38 - 38 2.06x 2.06x
(24 Sept 2014)
Solid Power 48 48 26 - 26 0.55x 0.29x
(22 Mar 2021)
Aleph Midstream 23 23 23 - 23 1.00x 1.00x
(9 Jul 2019)
Ridgebury H3 18 18 22 - 22 1.22x 1.22x
(19 Feb 2019)
Castex 2014 52 52 14 - 14 0.27x 0.27x
(3 Sep 2014)
Total Realisations((3)) $1,430 $1,430 $1,670 $- $1,670 1.17x 1.15x
Withdrawn Commitments and Investment Write-Offs((6)) 477 477 10 - 10 0.02x 0.02x
Total Investments((3)) $2,035 $2,029 $1,803 $106 $1,909 0.94x 0.92x
Total Investments & Cash and Cash Equivalents((3), (7)) $123
((1)) Gross realised capital is total gross proceeds realised on invested
capital. Of the $1,803 million of capital realised to date, $1,330 million is
the return of the cost basis, and the remainder is profit.
((2)) Gross Unrealised Value and Gross MOIC (Gross Multiple of Invested
Capital) are before transaction costs and taxes (approximately 21 to 27.5 per
cent. of U.S. sourced taxable income). In connection with the Managed
Wind-Down approved by Shareholders 22 August 2025, the Investment Manager's
performance allocation arrangements under the existing IMA ceased to apply and
no further performance allocation would be paid under the Managed Wind-Down
with Adjustment Payments instead becoming payable on realisations. In
addition, there was a management fee of 1.5 per cent. of net assets (including
cash) per annum, which was reduced to 1.0 per cent. of net assets (excluding
cash) per annum effective 22 August 2025 with the shareholder approval of the
Managed Wind-Down. Given these costs, fees and expenses are in aggregate
expected to be considerable, Total Net Value and Net MOIC will be materially
less than Gross Unrealised Value and Gross MOIC. Local taxes, primarily on
U.S. assets, may apply at the jurisdictional level on profits arising in
operating entity investments. Further withholding taxes may apply on
distributions from such operating entity investments. In the normal course of
business, the Company may form wholly-owned subsidiaries, to be treated as C-
Corporations for US tax purposes. The C-Corporations serve to protect the
Company's public investors from incurring U.S. effectively connected income.
The C-Corporations file U.S. corporate tax returns with the U.S. Internal
Revenue Service and pay U.S. corporate taxes on its taxable income.
((3)) Amounts may vary due to rounding.
((4)) Midstream investment.
((5)) Credit investment.
((6)) Withdrawn commitments consist of Origo ($9 million) and CanEra III ($1
million), and investment write-offs consist of Liberty II ($142 million),
Fieldwood ($80 million), Eagle II ($62 million) and Castex 2005 ($48 million),
Tritium ($25 million), T-Rex ($21 million), Enviva ($21 million), Anuvia
Plant Nutrients ($20 million), FreeWire ($14 million), Our Next Energy ($12
million), Hyzon ($10 million) and Ionic I & II ($3 million).
((7)) This figure is comprised of $1.9 million held at the Company, $14.8
million held at the Partnership and $0.4 million held at REL US Corp.
((8)) The investments in the tables are held within the Partnership.
Investment Portfolio Summary
As of 31 December 2025, the Company's investment portfolio, through the
Partnership, comprised four active investments. The four remaining investments
include 1 power and 3 decarbonisation investments.
Onyx Power
As of 31 December 2025, the Company, through the Partnership, had invested $60
million of its $66 million commitment to Onyx Power.
Onyx Power is a European-based independent power producer that was created
through the successful acquisition of 2,350MW of gross installed capacity
(1,941MW of net installed capacity, which reduced to 1,641MW following the
decommissioning of Farge) of coal, gas, and biomass-fired power plants in
Germany and the Netherlands from Engie SA. Two of the facilities in the
current portfolio are among Europe's most recently constructed thermal plants,
which benefit from high efficiencies, substantial environmental controls, low
emissions profiles and the potential use of sustainable biomass.
As of 31 December 2025, the Company's interest in Onyx Power, through the
Partnership, was valued at 2.86x Gross MOIC or $171 million (Realised: $121
million, Unrealised: $50 million).
On 2 February 2026, after long and challenging negotiations, the Company
announced the completion of the sale of 100% of its interest in Onyx Power to
ResInvest Group. The sale resulted in proceeds of $50.4 million (€42.7
million). Following the completion of the transaction, the Company, along with
other Riverstone co-investors, reserved funds at Onyx Power to support the
pursuit of legal action for potential compensation claims which may benefit
the Company in due course.
Infinitum
As of 31 December 2025, the Company, through the Partnership, had fully
invested its $32.5 million commitment to Infinitum, which reflects the
increase of $5.0 million for the Series F financing described below.
Infinitum's motors are helping the world's highest-emitting, power-intensive
industries, including the rapidly growing data centre industry, consume less
energy, more responsibly. When compared to conventional motors, the Infinitum
motor is around 20% more efficient, 50% lighter, uses 66% less copper and no
iron, and produces significantly lower sound power noise. Infinitum motors
address sustainability across manufacturing, operations, maintenance and end
of life, with reusable components designed to stay in service and out of
landfills.
In Q1 2025, Infinitum executed a $34 million grant contract with the U.S.
Department of Energy and was awarded a $19 million 48C tax credit to support
their high-powered printed circuit board (HP-PCB) stators facility in
Rockdale, Texas. The grant's final execution and disbursement status under the
current administration remains subject to confirmation, given the U.S.
Department Of Energy's broader review and cancellation of certain clean
manufacturing grants in late 2025.
On 2 January 2026, the Company announced a further commitment to its existing
investment in Infinitum to participate in the Series F financing, of which
approximately $5.0 million was funded prior to 31 December 2025 in the first
closing. In making its decision for the Company to participate in the Series F
financing, the Board took into account updates from the Investment Manager as
to Infinitum's proposed commercial strategy and future prospects. The
Investment Manager advised the Board that the Company's incremental commitment
to Infinitum was required to support its operations and commercial momentum,
and to avoid a liquidity constraint and therefore decline in the value of the
Company's investment. In 2026, management's priority is to continue scaling
revenue, with data centers remaining the primary growth driver, supported by
higher average selling prices and a favorable product mix. To execute this
strategy and support international expansion, the company plans to scale its
sales organisation.
As of 31 December 2025, the Company's interest in Infinitum, through the
Partnership, was valued at 1.00x Gross MOIC or $33 million (Realised: nil,
Unrealised: $33 million).
GoodLeap
As of 31 December 2025, the Company, through the Partnership, had invested in
full its $25 million commitment to GoodLeap.
GoodLeap is a technology company delivering best-in-class financing and
software products for sustainable solutions, from solar panels and batteries
to energy-efficient HVAC, heat pumps, roofing, windows, and more. Over 1.2
million homeowners have benefited from GoodLeap's simple, fast, and
frictionless technology that makes the adoption of these products more
affordable, accessible, and easier to understand. Thousands of professionals
deploying home efficiency and solar solutions rely on GoodLeap's proprietary,
AI-powered applications and developer tools to drive more transparent customer
communication, deeper business intelligence, and streamlined payment and
operations. GoodLeap's platform has led to more than $30 billion in
financing for sustainable solutions since 2018.
GoodLeap delivered strong operating results, driven by continued growth in
Home Improvement volumes, expanding contractor adoption, and increasing
engagement across the Home App and Virtual Power Plant platform. That said,
the company remains pressured by elevated legal and litigation-related costs.
While core volumes and adjusted EBITDA have rebounded meaningfully, excess
legal spend continues to weigh on cash flow and earnings visibility.
As of 31 December 2025, the Company's interest in GoodLeap, through the
Partnership, was valued at 1.00x Gross MOIC or $25 million (Realised: $2
million, Unrealised: $23 million).
Group14
In April 2022, the Company, through the Partnership, invested $4 million into
Group14 Technologies, Inc.'s $400 million Series C funding round. The Series C
round was led by Porsche AG, with participation from OMERS Capital Markets,
Decarbonisation Partners, Vsquared Ventures, and others. Group14 is a battery
materials technology company founded in 2015. The company has developed a
proprietary silicon-based anode battery material to replace graphite in
conventional lithium-ion batteries.
Although Group14 successfully raised a $110 million internal round in the form
of a convertible note during the first half of 2025 and has a cash balance
just shy of $50 million, the company is tracking behind its 2025 budget
primarily driven by new delays in production of the BAM-2 facility from 2025
to 2026, thereby pushing back the ramp up in revenue. As such, during the
second quarter of 2025, the valuation multiple for Group14 was lowered from
0.75x to 0.25x Gross MOIC.
Operationally, Group14 continued to encounter production and commissioning
challenges during the second half of 2025. The BAMT-1 module has yet to
achieve sustained commercial operations and the BAM-2 module has no operations
at all, prompting a strategic shift to the BAM-3 line. While BAM-3 is expected
to escalate production in 2026, initial volumes are likely to be modest as the
team ramps operations and works through debottlenecking at the recently
acquired facility in South Korea.
Consequently, as of 31 December 2025, the Company's interest in Group14, held
through the Partnership, was further written down to 0.10x Gross MOIC or $0.4
million (Realised: nil, Unrealised: $0.4 million).
Realisations
Permian Resources
On 16 September 2025, the Company announced its participation in the Secondary
Public Offering in Permian Resources. The Company participated for the whole
of its investment in Permian Resources comprising 10,052,173 shares of Class A
common stock at a price of $13.46 per share, receiving $135.3 million in total
gross proceeds (prior to applicable taxes and expenses) from the investment,
in addition to $3.0 million in dividends received during the year.
Whitecap Resources
On 15 September 2025, the Company announced the sale of its entire position in
Whitecap Resources, a leading Canadian energy company focussed on the
responsible development of oil and natural gas assets in the Western Canadian
Sedimentary Basin for CAD10.29 per share. The block sale of the Company's
shares generated CAD 89.7 million ($65.2 million) in gross proceeds for the
Company (excluding applicable taxes and expenses), in addition to $3.5 million
in dividends received during the year.
Solid Power
On 19 September 2025, the Company announced the disposal of all of its shares
in Solid Power, a Louisville, Colorado-based producer of all solid-state
batteries for electric vehicles. The block sale of the Company's shares
generated $25.9 million in gross proceeds for the Company (excluding
applicable taxes and expenses), representing a significant increase on the net
asset value of Solid Power as at 30 June 2025 of $16.0 million.
Later, on 8 October 2025, the Company disposed of all of its remaining
warrants in Solid Power. The sale of these warrants generated $343,000 in
gross proceeds for the Company (excluding applicable taxes and expenses).
Valuation
The Investment Manager is charged with proposing the valuation of the
investment portfolio held by the Company through the Partnership. The
Partnership has directed that securities and instruments be valued at their
fair value. The Company's valuation policy is compliant with IFRS and IPEV
Valuation Guidelines and has been applied consistently from period to period
since inception. As the Company's investments, through the Partnership, have
tended to not be publicly quoted, valuations require meaningful judgement to
establish a range of values, and the ultimate value at which an investment is
realised may differ from its most recent valuation and the difference may be
significant.
The Investment Manager values each underlying investment in accordance with
the Riverstone valuation policy, the IFRS accounting standards and IPEV
Valuation Guidelines. The value of the Company's portion of that investment is
derived by multiplying its ownership percentage by the value of the underlying
investment. If there is any divergence between the Riverstone valuation policy
and the Company's valuation policy, the Partnership's proportion of the total
holding will follow the Company's valuation policy. As of the date of this
report, there has been no divergence noted. Valuations of the Company's
investments held through the Partnership are determined by the Investment
Manager and disclosed quarterly to Shareholders, subject to Board approval.
The Investment Manager values its investments using common industry valuation
techniques, including comparable public market valuation, comparable merger
and acquisition transaction valuation, and discounted cash flow valuation.
For development-type investments, the Investment Manager also considers the
recognition of appreciation or depreciation of subsequent financing rounds, if
any. For early-stage private investments, the Investment Manager's investment
due diligence process includes assumptions about short-term financial results
in determining the appropriate purchase price for the investment. The
Investment Manager also uses mark-to-market valuations derived from recent
financing rounds, when available.
The Investment Manager reviews the valuations on a quarterly basis with the
assistance of the Riverstone Performance Review Team ("PRT") as part of the
valuation process. The PRT was formed to serve as a single structure
overseeing the existing portfolio managed by the Investment Manager with the
goal of improving operational and financial performance.
The Audit Committee reviews the valuations of the Company's investments held
through the Partnership and makes a recommendation to the Board for formal
consideration and acceptance.
Uninvested Cash
As of 31 December 2025, the Company had a cash balance of $1.9 million and the
Partnership, including its wholly-owned subsidiaries, REL Cayman Holdings, LP,
REL US Corp and REL US Centennial Holdings, LLC, had uninvested funds of over
$15.2 million held as cash and short-term money market fixed deposits, gross
of the accrued management fee of $0.3 million. After the accrued management
fee, the Company's aggregate cash balance is $16.8 million. As in prior years,
in accordance with the Partnership Agreement, if the Company requires
additional funds for working capital, it is entitled to receive further
distributions from the Partnership. The Partnership maintains deposit accounts
with several leading international banks. In addition, the Partnership invests
a portion of its cash deposits in short-term money market fixed deposits. The
Company's treasury policy seeks to protect the principal value of cash
deposits utilising low risk investments with top-tier counterparts. Uninvested
cash earned approximately 279 basis points during the year ended 31 December
2025. All cash deposits referred to in this paragraph are denominated in U.S.
dollars.
Post-Year End Update
On 2 January 2026, the Company announced a further commitment to its existing
investment in Infinitum to participate in the Series F financing, of which
approximately $5.0 million was funded prior to 31 December 2025 in the first
closing. In making its decision for the Company to participate in the Series F
financing, the Board took into account updates from the Investment Manager as
to Infinitum's proposed commercial strategy and future prospects.
As noted above, on 2 February 2026, the Company announced the completion of
the sale of 100% of its interest in Onyx Power to ResInvest Group. The sale
resulted in proceeds of $50.4 million.
Outlook
2025 marked a decisive transition in the Company's lifecycle. In a year
defined by macro‑economic uncertainty and a more selective capital
environment, the Company acted promptly to simplify the portfolio, crystallise
value where possible and return substantial capital to Shareholders.
As previously announced, the Company anticipates a further compulsory
redemption in the first half of 2026 to return to Shareholders a portion of
the proceeds from the sale of Onyx Power, net of reasonable provisions for
expected running costs in the remaining period of the Managed Wind-Down
process and expected final liquidation costs required for all relevant
underlying investment holding entities and for the Company being placed into
voluntary liquidation in due course.
The Investment Manager remains focused on realising value from the remaining
assets in the portfolio and returning the capital to Shareholders in a timely
manner, consistent with the Company's amended investment objective and policy.
RIGL Holdings, LP
3 March 2026
Investment OBJECTIVE AND POLICY
Following Shareholder approval at the Extraordinary General Meeting ("EGM")
held on 22 August 2025, the Company has now commenced a Managed Wind-Down
process with the objective
of realising all the existing assets in an orderly manner.
Investment Objective
The Company's investment objective is to realise all existing investments in
the Company's portfolio in an orderly manner and make timely returns of cash
to Shareholders.
Investment Policy
The Company will pursue its investment objective by effecting an orderly
realisation of its investments. The Company will cease to make any new
investments (including any follow-on investments) or to undertake capital
expenditure, except with the prior consent of the Board to the extent such
expenditure is deemed necessary or desirable by the Board in connection with
the realisation, including where:
a) failure to make the investment or capital expenditure would result in a
breach of contract or applicable law or regulation by the Company or any
Investment Undertaking; or
b) the investment or capital expenditure is considered necessary or
desirable to protect or enhance the value of any existing investment or to
facilitate an orderly disposal.
Gearing
The Company shall not incur any indebtedness. This limitation will not apply
to portfolio level entities in respect of which the Company is invested or is
proposing to invest. The Company currently has not had any indebtedness during
the period of this Annual Report.
Changes to the Company's investment policy
For so long as the Ordinary Shares are listed on the Official List, no
material change may be made to the Company's investment policy other than with
the prior approval of both Shareholders by way of an ordinary resolution
passed at a general meeting and a majority of the independent directors of the
Company, and otherwise in accordance with the UK Listing Rules. Non-material
changes to the investment policy may be approved by the Board.
Currency and interest rate hedging transactions will only be undertaken for
the purpose of efficient portfolio management and these transactions will not
be undertaken for speculative purposes.
Investment Restrictions
The Company is subject to the following investment restrictions:
· for so long as required by the UK Listing Rules, it will at all
times seek to ensure that the Investment Manager invests and manages the
Company's and the Partnership's assets in a way which is consistent with the
Company's investment policy;
· for so long as required by the UK Listing Rules, it must not
conduct a trading activity which is significant in the context of the Company
and its Investment Undertakings;
· for so long as required by the UK Listing Rules, not more than 10
per cent. of the value of its total assets will be invested in other UK-listed
closed-ended investment funds, except for those which themselves have
published investment policies to invest not more than 15 per cent. of their
total assets in other UK-listed closed-ended investment funds; in addition,
the Company will not invest more than 15 per cent. of the value of its total
assets in other UK-listed closed-ended investment funds; and
· any investment restrictions that may be imposed by Guernsey law
(although no such restrictions currently exist).
Board of Directors
Richard Horlick (66), Chair of the Board and Non-executive Independent
Director
Appointment: Appointed to the Board in October 2022 and appointed as Chair of
the Board in March 2023.
Experience: Richard Horlick serves as a Non-executive director and chair of BH
Macro Limited and a Non-executive director of VH Global Energy Infrastructure
PLC, each of which is admitted to trading on the Main Market of the London
Stock Exchange. In addition to his listed positions, he is currently the
Non-executive chairman of CCLA Investment Management which manages assets for
over 38,000 charities and church and local authority funds. Richard Horlick is
a UK resident and has served on a number of closed end fund boards and was
previously head of investment and main board director of Schroders Plc and
President, Institutional, of Fidelity International and subsequently chairman
of the Trust Bank for the Fidelity Mutual funds in the US. He has had a long
and distinguished career in investment management since graduating from
Cambridge University in 1980 with an MA in Modern History.
Committee Membership: Audit Committee Member; Nomination and Remuneration
Committee Member; Management Engagement Committee Member.
Jeremy Thompson (70), Non-executive Senior Independent Director
Appointment: Appointed to the Board in May 2016 and became Senior Independent
Director following Patrick Firth's retirement on 31 March 2024.
Experience: Jeremy Thompson has sector experience in Finance, Telecoms,
Engineering and Oil & Gas. He acts as an independent Non-executive
director for both listed, including DP Aircraft 1 Limited, and (PE) funds.
Prior to that, he has worked in private equity and was CEO of four autonomous
global businesses within Cable & Wireless Plc and earlier held CEO roles
within the Dowty Group. He currently serves as chairman of the States of
Guernsey Renewable Energy Team and is an independent member of the Guernsey
Tax Tribunal panel. He is a graduate of Brunel (B.Sc), Cranfield (MBA) and
Bournemouth (M.Sc) Universities and attended the Royal College of Defence
Studies as a civilian industry member. He is a member of the IoD and holds the
IoD's Diploma in Company Direction, is an associate of the Chartered Institute
of Arbitration and a chartered Company Secretary. Jeremy is a resident of
Guernsey.
Committee Membership: Audit Committee Member; Nomination and Remuneration
Committee Chair; Management Engagement Committee Member.
Karen McClellan (65), Non-executive Independent Director
Appointment: Appointed to the Board in May 2023.
Experience:
Karen McClellan has had an accomplished career as a board member, investment
banker, and asset manager with diversified experience in the worldwide energy
transition. She is a Lecturer in Management at the Stanford Graduate School
of Business and an NED on the board of Circulor, Ltd, a leading VC-backed
supply chain traceability company serving global auto and battery
manufacturers. She advises Carbon Culture Oy on its proprietary carbon removal
technology. Previously, Ms McClellan was on the founding advisory board of TT
International's Environmental Solutions Fund and the Global SDG Council for
Alternative Fuels. She served as a climate finance advisor to the UK
government, UNDP and chaired the Panel of Experts for the International
Renewable Energy Association (IRENA)'s investment committee.
Following a career in investment banking with senior positions at Lehman
Brothers, Robert Fleming and the EBRD, Ms McClellan raised and deployed more
than £700 million for targeted private equity investment funds and projects.
Ms McClellan holds degrees from Stanford Graduate School of Business (MBA
Finance) and Yale University (BA Economics), and is a UK resident.
Committee Membership: Audit Committee Member; Nomination and Remuneration
Committee Member, Management Engagement Committee Chair.
John Roche (60), Non-executive Independent Director
Appointment: Appointed to the Board in December 2022.
Experience:
John Roche qualified as an Irish Chartered Accountant in 1988 and moved
immediately to Guernsey to join the PwC predecessor firm, Coopers &
Lybrand. He seconded to the investment management practices at PwC Ireland
(1996-1998) and PwC UK (2003-2008) returning on a full time basis in 2009 to
PwC Channel Islands, Guernsey office. Promoted to partner in 2006, he
retired in 2022 with a strong background in auditing as well as IPO and
capital markets transactions for investment companies on the various London
markets. He focussed on delivering audit services to alternative investment
managers, specialising in private equity, secondaries, private debt,
infrastructure and real estate in the listed and private sectors. John Roche
has been the PwC Channel Islands firm's Risk Management Partner (2008-2015),
Partner Responsible for Independence/Ethics & Business Conduct (2008-2015
& 2018-2022), as well as the Guernsey Office Managing Partner (2013-2020).
He was also President of the Guernsey Society of Chartered and Certified
Accountants (2013-2015). John Roche is a Guernsey resident.
Committee Membership: Audit Committee Chair; Nomination and Remuneration
Committee Member; Management Engagement Committee Member.
Report of the Directors
The Directors hereby submit the Annual Report and Audited Financial Statements
for the Company for the year ended 31 December 2025. This Report of the
Directors should be read together with the Corporate Governance Report.
General Information
The Company is a company limited by shares, which was incorporated on 23 May
2013 in Guernsey with an unlimited life and registered with the Guernsey
Financial Services Commission as a Registered Closed-ended Collective
Investment Scheme pursuant to the POI Law. It has been listed on the London
Stock Exchange since 29 October 2013. The registered office of the Company is
PO Box 286, Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey,
GY1 4LY.
Following Shareholder approval at the Extraordinary General Meeting ("EGM")
held on 22 August 2025, the Company is now in an active Managed Wind-Down
process with the objective of realising all the existing assets in an orderly
manner.
Principal Activities
The principal activity of the Company up to 22 August 2025 was to act as an
investment entity through the Partnership and make investments in the energy
sector. Following Shareholder approval at an EGM held on 22 August 2025, the
Company's investment objective and policy was amended to facilitate the
orderly realisation of its investments and the progressive timely return of
cash to Shareholders and to amend the Company's articles of incorporation to
allow the net proceeds of the assets realised (less provisions for operational
running costs for the Managed Wind-Down period and the costs of subsequently
de-listing and liquidating the Company) to be returned to Shareholders by way
of pro rata compulsory redemptions of the Company's shares. Investment Manager
approval is required should the Company seek to return cash to Shareholders
by some other means.
Business Review
A review of the Company's business is provided in the Board Chair's Statement
and in the Investment Manager's Report.
Listing Requirements
Since being admitted on 29 October 2013 to the Official List of the UK Listing
Authority, maintained by the FCA, the Company has complied with the applicable
UK Listing Rules.
Results and Dividend
The results of the Company for the year are shown in the audited Statement of
Comprehensive Income.
The Net Asset Value of the Company as at 31 December 2025 was $118 million (31
December 2024: $376 million).
The Directors do not recommend the payment of a dividend in respect of the
year ended 31 December 2025 (31 December 2024: $nil).
Share Capital
At incorporation on 23 May 2013, the Company issued one founder Ordinary Share
of no par value. On 29 October 2013, the Company issued 71,032,057 Ordinary
Shares of no par value at £10 per Ordinary Share in an initial public
offering raising a total of $1,138 million.
KFI, one of the Cornerstone Investors in the Company, paid for and acquired 10
million Ordinary Shares in two equal tranches of £50 million. The first
tranche was paid on Admission and the second tranche of 5,000,000 Ordinary
Shares was paid on 26 September 2014.
On 11 December 2015, the Company raised £67.6 million ($102.3 million) ((1))
through the issuance of 8,448,006 new Ordinary Shares at £8.00 per Ordinary
Share.
On 15 October 2018, the Company announced a Tender Offer for £55.0 million
($71 million) in value of the Company's Ordinary Shares. The Company acquired
4,583,333 Ordinary Shares at £12.00 ($15.48) per share, which were cancelled
on 23 November 2018.
On 1 May 2020, the Company announced a buyback programme with the intention of
returning £50 million to Shareholders via on market buybacks; which was
completed on 9 March 2021. Since the announcement, the Company has purchased
17,214,197 shares, in aggregate, for £50 million ($63 million) at an average
share price of £2.90 ($3.67).
On 11 May 2021, the Company announced a buyback programme with the intention
of returning £20 million to Shareholders via on market buybacks, which
subsequently, on 4 October 2021, was increased to £40 million. Since the
announcement, the Company has purchased 7,744,935 shares, in aggregate, for
£36 million ($50 million) at an average share price of £4.65 ($6.40).
On 14 February 2022, the Company announced that the Board and the Investment
Manager agreed to allocate an additional £46.0 million ($62.4 million) to the
programme, which subsequently on 15 May 2023, was increased by a further £30
million ($37.4 million).
In addition to the buyback programme, the Company acquired 3,182,196 ordinary
shares pursuant to a Tender Offer announced on 17 August 2023 at a total cost
of approximately £18.4 million ($23.4 million).
On 8 February 2024, the Company announced that it proposed to return £158
million ($200 million) of its excess capital to Shareholders by means of a
Tender Offer at a price of £10.50 per ordinary share. The Company launched
the 2024 Tender Offer on 23 February 2024 which closed on 25 March 2024. On 2
April 2024 the Company announced that it had acquired, as of 28 March 2024,
15,047,619 of the Company's ordinary shares at a price of £10.50 per share
pursuant to a Tender Offer announced on 8 February 2024 at a total cost of
approximately £158.0 million, equating to approximately 36 per cent. of all
outstanding ordinary shares, and that all shares repurchased by the Company
had been cancelled.
At the 2024 AGM, the Shareholders renewed the authorisation for the Board to
continue with share buybacks and the Board duly commenced the programme,
allocating an amount of approximately £22 million ($28 million). On 4 July
2024, the Company announced that it had entered into an irrevocable agreement
with Deutsche Numis to continue the share buyback programme.
The Company continued to execute its share buyback programme during the first
half of 2025, reflecting the ongoing commitment to deliver value for
Shareholders and reduce the discount to NAV.
From inception to 31 May 2025, the Company had repurchased, through the share
buyback programme, a total of 37,075,536 shares at an average price of £4.44
($5.67), returning approximately £164.5 million ($210.1 million) of capital
to Shareholders. During the year ended 31 December 2025, the Company purchased
and cancelled 751,311 shares at an average price of £7.33 per share.
Following these transactions, the Company had 24,591,380 ordinary shares in
issue up to 31 May 2025. However, in conjunction with the Managed Wind-Down,
the Company agreed that it will not return cash other than by way of pro rata
compulsory redemption of Ordinary Shares without the prior consent of the
Investment Manager (such consent to be exercised by the Investment Manager in
its sole discretion).
As announced on 8 October 2025, confirming its intention to return
approximately £190 million to Shareholders by way of a pro rata compulsory
redemption of ordinary shares, on 23 October 2025 the Company redeemed
17,256,964 Shares (representing approximately 70 per cent. of the Company's
issued share capital) for cancellation at a Redemption Price of £11.01 per
Share. Following the redemption, the Company had 7,334,416 Shares in issue and
does not hold any Shares in Treasury.
As at 31 December 2025, the share capital of the Company was 7,334,416
Ordinary Shares in aggregate.
The Company has one class of Ordinary Shares. The issued value of the Ordinary
Shares represents 100 per cent. of the total issued value of all share
capital. Under the Company's Articles of Incorporation, on a show of hands,
each Shareholder present in person or by proxy has the right to one vote at
general meetings. On a poll, each Shareholder is entitled to one vote for
every share held. Following the adoption of the Managed Wind-Down, and
following Shareholder approval, the Ordinary Shares were converted into
ordinary shares that are redeemable at the option of the Company, to allow for
the Net Proceeds to be returned to Shareholders by way of pro rata compulsory
redemptions of Ordinary Shares.
Shareholders are entitled to all dividends paid by the Company and, on a
winding up, provided the Company has satisfied all of its liabilities, the
Shareholders are entitled to all of the surplus assets of the Company. The
Company has not declared or paid dividends from inception to 31 December 2025
and has no intention to do so.
The Ordinary Shares have no right to fixed income.
((1)) Gross of share issuance costs of $3.6 million.
Shareholdings of the Directors
The Directors with beneficial interests in the shares of the Company as at 31
December 2025 and 2024 are detailed below:
Director Ordinary Per cent. Ordinary Per cent.
Shares held Holding at Shares held Holding at
31 December 31 December 31 December 31 December
2025 2025 2024 2024
Richard Horlick((1)) 2,983 0.041 10,000 0.039
Jeremy Thompson((1)(2)) 1,118 0.015 3,751 0.015
John Roche((1)) 657 0.009 2,201 0.010
Karen McClellan((1)) - - - -
((1) ) Non-executive Independent Director.
((2) ) Non-executive Senior Independent Director (from 21 May
2024).
In addition, the Company also provides the same information as at 27 February
2026, being the most current information available.
Director Ordinary Per cent.
Shares held Holding at
27 February 2026 27 February 2026
Richard Horlick((1)) 2,983 0.041
Jeremy Thompson((1)(2)) 1,118 0.015
John Roche((1)) 657 0.009
Karen McClellan((1)) - -
((1)) Non-executive Independent Director
((2)) Senior Independent Director (from 21 May 2024)
Directors' Authority to Buyback Shares
At the AGM on 20 May 2025 in St Peter Port, Guernsey, the Company renewed the
authority to make market purchases of up to a maximum of 14.99 per cent. of
the issued share capital of the Company.
Subsequently, at the EGM on 22 August 2025, the Company announced it had
entered into a Managed Wind-Down. The Company announced, in conjunction with
the Managed Wind-Down, that it will not return cash other than by way of pro
rata compulsory redemption of Ordinary Shares without the prior consent of
the Investment Manager (such consent to be exercised by the Investment Manager
in its sole discretion). Therefore, the Company has effectively suspended the
approved buyback programme.
In accordance with the Company's Articles of Incorporation and Companies Law,
up to 100 per cent. of the Company's Ordinary Shares may be held as treasury
shares.
Directors' and Officers' Liability Insurance
The Company maintains insurance in respect of directors' and officers'
liability in relation to their acts on behalf of the Company.
Substantial Shareholdings
As at 31 December 2025, the Company had been notified, in accordance with
Chapter 5 of the Disclosure Guidance and Transparency Rules, of the following
substantial voting rights as Shareholders of the Company.
Shareholder Shareholding Per cent. Nature of
Holding Holding
Moore Capital Mgt 1,595,304 21.75 Direct
Almitas Capital 866,611 11.82 Indirect
Riverstone Related Holdings 602,943 8.22 Indirect
Barclays 540,063 7.36 Direct
Metage Capital Mgt 431,490 5.88 Indirect
In addition, the Company also provides the same information as at 20 February
2026 being the most current information available.
Shareholder Shareholding Per cent. Nature of
Holding Holding
Moore Capital Mgt 1,595,304 21.75 Direct
Almitas Capital 866,611 11.82 Indirect
Riverstone Related Holdings 602,943 8.22 Indirect
Barclays 540,152 7.36 Direct
Metage Capital Mgt 431,490 5.88 Indirect
The Directors confirm that there are no securities in issue that carry special
rights with regards to the control of the Company.
Independent External Auditor
Ernst & Young LLP has been the Company's external auditor since
incorporation in 2013. The Audit Committee reviews the appointment of the
external auditor, its effectiveness and its relationship with the Company,
which includes monitoring the use of the external auditor for non-audit
services and the balance of audit and non-audit fees paid.
Following a review of the independence and effectiveness of the external
auditor, a resolution will be proposed at the 2026 Annual General Meeting to
reappoint Ernst & Young LLP. Each Director believes that there is no
relevant information of which the external auditor is unaware. Each has taken
all steps necessary, as a Director, to be aware of any relevant audit
information and to establish that Ernst & Young LLP is made aware of any
pertinent information. This confirmation is given and should be interpreted in
accordance with the provisions of Section 249 of the Companies Law. Further
information on the work of the external auditor is set out in the Report of
the Audit Committee.
Articles of Incorporation
The Company's Articles of Incorporation may only be amended by special
resolution of the Shareholders. Following the EGM on 22 August 2025, the
Company adopted New Articles, which permit the Directors, at their sole
discretion, to compulsorily redeem Ordinary Shares pro rata on an ongoing
basis in order to return capital to Shareholders.
AIFMD
The Company is regarded as an externally managed non-EEA AIF ("an AIF") under
the AIFM Directive. RIGL is the Investment Manager of the Company as its
non-EEA AIFM ("the AIFM"). The AIFMD outlines under Article 22 that an Annual
Report shall be made available to investors on request and to the relevant
competent authorities of the home state of the AIFM, and where applicable, of
the AIF. All information required to be disclosed under the AIFMD is either
disclosed in this Annual Report or is detailed in the Appendix entitled AIFMD
Disclosures on page 178 in the Company's latest Prospectus which can be
obtained through the Company's website:
www.riverstonerel.com/investors/reports-and-presentations/. The AIFM has no
remuneration within the current or prior year that falls within the scope of
Article 22 of the Directive.
RIGL provides AIFMD compliant management services to the Company. The AIFM
acting on behalf of the AIF, has appointed Ocorian Depositary Company (UK)
Limited to provide depositary services to the Company. The appointment of the
Depositary is intended to adhere to, and meet the conditions placed on the
Depositary and the AIFM under Article 21 and other related articles of the
AIFMD. At that time, the Depositary shall observe and comply with the Danish
and German regulations applying to the provision of depositary services to a
non-EEA AIF marketed in Denmark or Germany, as the case may be, by a non-EEA
AIFM.
UCITS Eligibility
The Investment Manager is a relying adviser of Riverstone Investment Group
LLC. Riverstone Investment Group LLC is registered as an investment adviser
with the SEC under the U.S. Investment Advisers Act. As such, the Investment
Manager is subject to Riverstone Investment Group LLC's supervision and
control, the advisory activities of the Investment Manager are subject to the
U.S. Investment Advisers Act and the rules thereunder and the Investment
Manager is subject to examination by the SEC. Accordingly the Company has been
advised that its Ordinary Shares should be "transferable securities" and,
therefore, should be eligible for investment by authorised funds in accordance
with the UCITS Directive or NURS on the basis that:
· the Company is a closed end investment company;
· the Ordinary Shares are admitted to trading on the Main Market of
the London Stock Exchange; and
· the Ordinary Shares have equal voting rights.
However, the manager of the relevant UCITS or NURS should satisfy itself that
the Ordinary Shares are eligible for investment by the relevant UCITS or NURS.
AEOI Rules
Under AEOI Rules the Company continues to comply with both FATCA and CRS
requirements to the extent applicable to the Company.
General Partner's Performance Allocation and Management Fees
The General Partner makes all management decisions, other than investment
management decisions, in relation to the Partnership and controls all other
actions by the Partnership.
In May 2025, the Company's Board announced that it had agreed the key
principles for a formal Managed Wind-Down of the Company, which was entered
into following Shareholder approval at an EGM on 22 August 2025.
Under the new investment objective and policy, the Company ceases to make new
investments and will instead focus on the orderly realisation of the existing
investment portfolio and the progressive return of capital to Shareholders via
compulsory redemptions.
As a consequence of entering into the Managed Wind-Down, the terms of the IMA
with the Investment Manager were revised to remove any requirement for a
Performance Fee Allocation. Therefore, the performance allocation arrangements
in respect of the Company's investment portfolio have now ceased to apply from
22 August 2025.
The Investment Manager's fee structure has been adjusted, reduced from
1.5 per cent. per annum (including cash) to 1 per cent. per annum (excluding
cash), with a $500,000 annual minimum Management Fee. The performance
allocation structure has been discontinued with no payments arising to the
Investment Manager.
The Company and the Investment Manager agreed to a new Adjustment Payments
mechanism throughout the expected Managed Wind-Down period to compensate for
the removal of the termination payment provisions which previously existed and
to appropriately incentivise the Investment Manager as it oversees the
realisation of the Company's investment portfolio during the Managed Wind-Down
period.
The initial Adjustment Payment due from the Company on entering Managed
Wind-Down was $21.2 million, paid on 8 September 2025 and was calculated at
7.5 per cent. on the combined value as at 30 June 2025 of the cash balances
and the remaining unsold publicly listed investments held as at the
commencement of the Managed Wind-Down period. Subsequent Adjustment Payments
due to the Investment Manager arising from the orderly realisation of the
Company's investment portfolio during the Managed Wind-Down period will also
be calculated at 7.5 per cent. on the cash proceeds received by the Company
from such disposals.
Two Adjustment Payments were accrued at 31 December 2025 due to the cash
disposals received since entering the Managed Wind-Down. The first for Rock
Oil, whose final distribution of $0.07 million was received in December 2025,
resulting in an Adjustment Payment of $0.005 million. The second Adjustment
Payment accrual was for Onyx Power's sale, which was estimated to net the
Company $50.4 million (net of transaction costs), resulting in an Adjustment
Payment accrual of $3.7 million.
The Company discloses a contingent liability in Note 16 in connection with the
Managed Wind-Down, pursuant to which additional Adjustment Payments may become
payable upon the sale of its remaining private investments to the extent
realised proceeds trigger such payments as defined under terms of the Managed
Wind-Down.
Going Concern
The Audit Committee has reviewed the appropriateness of the Company's
Financial Statements being prepared in accordance with Companies Law and IFRS
and presented on a basis other than going concern, which it has recommended to
the Board. As further disclosed in the Corporate Governance Report, the
Company is a member of the AIC and complies with the AIC Code. The Financial
Statements have been prepared on a basis other than going concern due to the
Company being in a Managed Wind-Down process. No material differences arise
from this new basis of preparation when compared to the previously adopted
going concern basis of preparation, except for the provisions that have been
made to deal with expected final wind up cost associated with underlying
investment holding entities and the Company itself.
Following the EGM held on 22 August 2025, at which Shareholders unanimously
voted in favour of a change in the Company's investment objective and policy
to move to an orderly realisation of the Company's assets and a Managed
Wind-Down process, the Company's investment objective is now to "realise all
existing investments in the Company's portfolio in an orderly manner and make
timely returns of cash to Shareholders." The Company is therefore now
preparing its financial statements on a basis other than going concern due to
the Company being in a Managed Wind-Down process.
The Company will continue to carry on its investment business during the
Managed Wind-Down and with the expectation of realising the Company's assets
and returning of capital to its Shareholders.
The Directors have assessed the Company's ability to continue as a going
concern, having considered the Company's financial position in respect of its
level of cash and near cash assets held at the year- end as well as its
forecasted future cash outflows during the expected Managed Wind-Down period.
After making enquiries of the Investment Manager on the forecasted cash
flows, and having reassessed the principal risks in light of the recent
changes to the Company's investment objective and strategy, the Directors are
satisfied that the Company has adequate resources to continue in operational
existence and meet all its obligations as they fall due over the Managed
Wind-Down period. Based on the above assessment and primarily driven by the
new investment objective, the Directors have concluded that the financial
statements of the Company should now be prepared on a basis other than going
concern and the financial statements have been prepared accordingly.
Viability Statement
As required by the AIC Code, the Directors have assessed the prospects of the
Company over a longer period than required by the going concern provision. On
22 August 2025, Shareholders voted in favour of a change in the Company's
Investment policy to a Wind-Down Investment Policy, allowing the Company to
realise the assets on a timely basis with the aim of making progressive
returns of cash to holders of Ordinary Shares as soon as practicable. The
Company is therefore preparing its financial statements on a basis other than
going concern due to the Company being in a Managed Wind-Down.
In making their assessment the Directors have considered the Company's status
as an investment entity, its investment objectives, the principal and emerging
risks it faces, its current position and the time period over which its assets
are likely to be realised and have agreed that a two-year period ending 31
December 2027 is appropriate.
The Investment Manager has considered the anticipated realisations of the
Company's remaining private investments and believes the voluntary liquidation
of the Company will occur sometime during the early part of 2028 once all
remaining private investments have been realised.
In addition to cash and cash equivalents currently on hand, all remaining
private investments held are anticipated to be realised before the end of the
longer term viability period to 31 December 2027, providing the Company with
more than sufficient cash required to settle ongoing expenses over this two
year viability period and meeting any compulsory redemptions to Shareholders
and Adjustment Payments to the Investment Manager. Note that all future
Shareholder redemptions and associated adjustment payments to the Investment
Manager will only arise and be paid from actual private investment
realisations with the Directors holding back an ample liquidity reserve for
ongoing and estimate wind up expenses. The Directors and the Company note
that from the information presented above, the Company has sufficient
liquidity and reserves to meet its liabilities as they fall due for the
two-year period to 31 December 2027 (i.e. additional funding requirements to
existing portfolio companies, compulsory redemptions, adjustment payments,
management fees and expenses). Downside modelling over this period with no
private investment realisations occurring also allows the Directors to make
the same viability assessment statement.
In support of this statement, the Audit Committee recommended to the Directors
to take into account all of the revised principal risks and their mitigation
as identified in the Principal Risk and Uncertainties section of the Corporate
Governance Report, the nature of the Company's business; including the cash
reserves, money market deposits and other liquid investments held at the
Partnership, the potential of its portfolio of private investments to generate
future income and capital proceeds, and the ability of the Directors to
minimise the level of cash outflows, if necessary.
Each quarter, the Directors, through the Audit Committee, review threats to
the Company's viability utilising the risk matrix, which it updates as
required due to recent developments and/or changes in the global market. The
Board relies on periodic reports provided by the Investment Manager and the
Administrators regarding risks faced by the Company. When required, experts
are utilised to gather relevant and necessary information, regarding tax,
legal, and other factors.
Based on the aforementioned procedures and the existing internal controls of
the Company and the Investment Manager, the Board, with recommendation from
the Audit Committee, has concluded there is a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as they
fall due over the two-year period of the assessment to 31 December 2027.
Directors' Responsibilities
Although the Company is domiciled in Guernsey, in accordance with the guidance
set out in the AIC Code, the Directors describe in this Annual Report how the
matters set out in Section 172 of the UK Companies Act 2006 have been
considered in their Board discussions and decision-making. Section 172 of
the Companies Act requires that the directors of a company act in the way that
they consider, in good faith, is most likely to promote the success of the
Company for the benefit of its members as a whole, and in doing so have regard
(amongst other matters) to the likely consequences of any decision in the long
term and the interests of all the Company's stakeholders.
The Board seeks to encourage engagement between the Company's Shareholders and
the Chair of the Board and the Senior Independent Director, which has been
facilitated throughout the year. Up to date quarterly reporting also provides
the Board with accurate, timely information on shareholder sentiment and
direct feedback from service providers, impacted by the Company's operations,
and is canvassed at least annually by the Chair of the Management Engagement
Committee. It is against this backdrop that key decisions which are either
material to the Company or are significant to any of the Company's key
stakeholders are taken. The below key decisions were made or approved by the
Directors during the year, with the overall aim of promoting the success of
the Company, having regard to the fact that the Company is in a Managed
Wind-Down process, while considering the impact on its members, stakeholders
and the wider society as outlined in the ESG section.
Engagement with Shareholders
The Company reports to Shareholders in a number of formal ways, including its
Annual Report, Interim Report and regulatory news releases, all of which are
approved by the Board. In addition, the Company's website contains
comprehensive information for Shareholders.
During the year ended 31 December 2025, the Company purchased and cancelled
751,311 shares at an average price of £7.33 per share. Following these
transactions, the Company had 24,591,380 ordinary shares in issue up to 31 May
2025. However, in conjunction with the Managed Wind-Down process as
recommended by the Directors and approved by the Shareholders, the Company
agreed that it will not return cash other than by way of pro rata compulsory
redemption of Ordinary Shares without the prior consent of the Investment
Manager (such consent to be exercised by the Investment Manager in its sole
discretion).
As announced on 8 October 2025, confirming its intention to return
approximately £190 million to Shareholders by way of a pro rata compulsory
redemption of ordinary shares, on 23 October 2025 the Company redeemed
17,256,964 Shares (representing approximately 70 per cent. of the Company's
issued share capital) for cancellation at a Redemption Price of £11.01 per
Share. Following the redemption, the Company had 7,334,416 Shares in issue and
does not hold any Shares in Treasury.
As at 31 December 2025, the share capital of the Company was 7,334,416
Ordinary Shares in aggregate.
Financial Risk Management Objectives
Financial Risk Management Objectives are disclosed in Note 11.
Principal Risk and Uncertainties
Principal Risk and Uncertainties are discussed in the Corporate Governance
Report.
Annual General Meeting (AGM)
The AGM of the Company will be held at 17:00 BST on 18 May 2026 at the offices
of Ocorian Administration (Guernsey) Limited, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, Channel Islands. Details of the resolutions to be
proposed at the AGM, together with explanations, will appear in the notice of
meeting which will be announced to the market and distributed to Shareholders
prior to the AGM. As a matter of good practice, all resolutions will be
conducted on a poll and the results will be announced to the market as soon as
possible after the AGM.
Members of the Board, including the Chair of the Board and the Chair of each
Committee, intend to be in attendance at the AGM, and will be available to
answer Shareholder questions. Additionally, Shareholders can submit questions
in advance to IR@RiverstoneREL.com addressed for the attention of the Board.
By order of the Board
Richard Horlick
Chair of the Board
3 March 2026
Directors' Responsibilities Statement
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable law and regulations.
The Companies Law requires the Directors to prepare Financial Statements for
each financial year. Under the Companies Law, the Directors must not approve
the Financial Statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Company and of the profit or loss of
the Company for that period. In preparing these Financial Statements, the
Directors are required to:
· select suitable accounting policies and apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements in IFRS are insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the Company's
financial position and financial performance;
· state that the Company has complied with IFRS, subject to any
material departures disclosed and explained in the Financial Statements; and
· prepare the Financial Statements on a going concern basis unless
it is inappropriate to presume that the Company will continue in business.
The Directors confirm that they have complied with the above requirements in
preparing the Financial Statements.
The Directors are responsible for keeping proper accounting records, which
disclose with reasonable accuracy at any time, the financial position of the
Company and enable them to ensure that the Financial Statements comply with
Companies Law. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection
of fraud, error and non-compliance with law and regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website
(www.RiverstoneREL.com). The work carried out by the external auditor does not
involve considerations of these matters and, accordingly, the external auditor
accepts no responsibility for any changes that may have occurred to the
Financial Statements since they were initially presented on the website.
Legislation in Guernsey governing the preparation and dissemination of the
Financial Statements may differ from legislation in other jurisdictions.
Responsibility Statement of the Directors in Respect of the Annual Report under the Disclosure GUIDANCE and Transparency Rules
Each of the Directors confirms to the best of their knowledge and belief that:
· the Financial Statements, prepared in accordance with IFRS, give
a true and fair view of the assets, liabilities, financial position and profit
or loss of the Company;
· the Annual Report includes a fair review of the development and
performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties faced; and
· the Annual Report and Financial Statements include information
required by the UK Financial Conduct Authority so that the Company complies
with the provisions of the Listing Rules, Disclosure Guidance and Transparency
Rules of the UK Listing Authority. With regard to corporate governance, the
Company is required to disclose how it has applied the principles and complied
with the provisions of the corporate governance code applicable to the
Company.
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable law and regulations. As part of the
preparation of the Annual Report and Financial Statements, the Directors have
received reports and information from the Company's Administrators and
Investment Manager. The Directors have considered, reviewed and commented upon
the Annual Report and Financial Statements throughout the drafting process in
order to be satisfied in respect of the content. In the opinion of the
Directors, the Annual Report and Financial Statements, taken as a whole, are
fair, balanced and understandable and provide the information necessary for
Shareholders to assess the Company's performance, business model and strategy.
By order of the Board
Richard Horlick John Roche
Chair of the Board Director
3 March 2026 3 March 2026
Corporate Governance Report
As a UK listed Company, the Company's governance policies and procedures are
based on the principles of the UK Code as required under the Listing Rules.
The UK Code is available on the Financial Reporting Council's website,
www.frc.org.uk.
The Company is subject to the GFSC Code, which applies to all companies
registered as collective investment schemes in Guernsey. The GFSC has also
confirmed that companies that report against the UK Code or the AIC Code are
deemed to meet the GFSC Code.
The Board monitors developments in corporate governance to ensure the Board
remains aligned with best practice. The Board has recognised and supported the
Hampton Alexander Review and the Parker Review and acknowledged the importance
of having a variety of backgrounds and experience represented in the boardroom
for the effective functioning of the Board. The Board is further aware that
the broader reviews of diversity are largely subsumed within UKLR 6.6.6 R(9).
The Board is cognisant of the FCA diversity guidelines within the Listing
Rules and was compliant with the Hampton Alexander recommendations up to the
point where Claire Whittet retired from the Board in May 2025. From that
period with the Company moving towards a Managed Wind-Down no new appointments
were considered and a broader position was taken to further reduce the board
size to three during the course of 2026. It has been the Board's position to
have a well-diversified representation within the constraints of a Managed
Wind-Down. As the Company is in a relatively short Managed Wind-Down period,
it is not anticipated that the Board will be added to within this period as
the Board believes that the current members have the required skill set,
experience and provide the requisite stability and continuity. The Board
places value on a diversity of business skills, capabilities and experience
gained from different geographical backgrounds to enhance the Board by
bringing a wide range of perspectives to the Company.
The AIC Code addresses all the principles set out in the UK Code, as well as
setting out additional principles and recommendations on issues that are of
specific relevance to investment companies such as the Company. The Board
considers that reporting against the principles and recommendations of the AIC
Code provides better information to Shareholders.
The Company has complied with the recommendations of the AIC Code and the
relevant provisions of the UK Code, except as set out below.
The UK Code includes provisions relating to:
· the role of the chief executive;
· executive directors' remuneration; and
· the need for an internal audit function.
As explained in the UK Code, the Board considers that the above provisions are
not currently relevant to the position of the Company, being an externally
managed investment company, which delegates most day-to-day functions to third
parties.
The Company does not have a chief executive or any executive directors.
The Company has no employees or internal operations and has therefore not
reported further in respect of these provisions. The need for an internal
audit function is discussed in the Audit Committee report.
The Board
The Company is led and controlled by a Board of Directors, which is now
focused on maximising Shareholder value through the orderly realisations of
the remaining assets during the Managed Wind-Down. It does so by preserving
value and has as its foremost principle acting in the interests of
Shareholders as a whole and the Company's stakeholders.
The Company believes that the composition of the Board is a fundamental driver
of its success as the Board must provide strong and effective leadership of
the Company. The current Board was selected, as their biographies illustrate,
to bring a breadth of knowledge, skills and business experience to the
Company. The Non-executive Directors provide independent challenge and review,
bringing wide experience, specific expertise and a fresh objective
perspective.
The Board presently consists of four Non-executive Directors, Richard Horlick,
John Roche, Jeremy Thompson and Karen McClellan, all of whom, including the
Chair of the Board, are independent of the Company's Investment Manager. All
Directors served during the year. At the Company's AGM in May 2025, Claire
Whittet retired as a Non-executive Director and as Chair of the Management
Engagement Committee, having served on the Board for over nine years.
Subsequently, Karen McClellan was appointed to succeed Claire Whittet as Chair
of the Management Engagement Committee.
The Chair of the Board is independent and is appointed in accordance with the
Company's Articles of Incorporation. Richard Horlick is considered to be
independent because he:
· has no current or historical employment with the Investment
Manager;
· has no current directorships or partnerships in any other
investment funds managed by the Investment Manager; and
· is not an executive of a self-managed company or an ex-employee
who has left the executive team of a self-managed company within the last five
years.
The Board is of the view that no individual or group of individuals dominates
decision making.
At each subsequent Annual General Meeting of the Company, each of the
Directors at the date of the notice convening the Annual General Meeting shall
retire from office and may offer themselves for election or re-election by the
Shareholders.
The Board meets at least four times a year for regular, scheduled meetings and
should the nature of the activity of the Company require it, additional
meetings may be held, some at short notice. At each meeting the Board follows
a formal agenda that covers the business to be discussed. The primary focus at
Board meetings is a review of investment performance and associated matters
such as share price discount/premium management, investor relations, peer
group information, industry issues and principal risks and uncertainties in
particular those identified at the end of this report. Additionally, since the
Company's modified Managed Wind-Down investment strategy was implemented in
August 2025, the Board has been required to regularly hold meetings to include
the review of and consent to investment transactions and compulsory
redemptions. During the year, the total number of regular and ad-hoc meetings
was 32.
Between meetings the Board and certain members have direct access to and
discussions with the Investment Manager, and there is also regular contact
with the Administrators. The Board requires to be supplied in a timely manner
with information by the Investment Manager, the Administrators, the Company
Secretary and other advisers in a form and of a sufficient quality to enable
it to discharge its duties.
The Company has adopted a share dealing code for the Board and seeks to ensure
compliance by the Board and relevant personnel of the Investment Manager and
other third-party service providers with the terms of the share dealing code.
Board Tenure and Re-election
In accordance with the AIC Code, when and if any director shall have been in
office (or on re-election would at the end of that term of office) for more
than nine years, the Company will consider further whether there is a risk
that such a director might reasonably be deemed to have lost independence
through such long service. Claire Whittet had served for more than nine years
and she retired on 20 May 2025. As at the date of the Company's 2025 AGM, and
during this reporting period, Jeremy Thompson had served for more than nine
years with the Board considering him to be independent throughout this period.
Following the votes at the 2025 AGM, where Jeremy Thompson received 26.8 per
cent. of votes against, the Board entered the Company into a Managed
Wind-Down. In the Managed Wind-Down circular, dated 1 August 2025, the Board
indicated that it expected to reduce the number of Directors from four to
three within 12 months of entering into the Managed Wind-Down.
Jeremy Thompson has advised that he will not seek re-election to the Board at
the forthcoming 2026 AGM. The Board considers its composition and succession
planning on an ongoing basis. All other Directors will stand for annual
re-election at the AGM.
A Director who retires at an Annual General Meeting may, if willing to
continue to act, be elected or re-elected at that meeting. If, at a general
meeting at which a Director retires, the Company neither re-elects that
Director nor appoints another person to the Board in the place of that
Director, the retiring Director shall, if willing to act, be deemed to have
been re-elected unless at the general meeting it is resolved not to fill the
vacancy or unless a resolution for the re-election of the Director is put to
the meeting and not passed.
Directors are appointed under letters of appointment, copies of which are
available at the registered office of the Company. The Board considers its
composition and succession planning on an ongoing basis.
Directors' Remuneration
The level of remuneration of the Directors reflects the time commitment and
responsibilities of their roles. The remuneration of the Directors does not
include any share options or other performance- related elements and there are
no plans to seek any Shareholder waivers to deviate from this.
The Chair of the Board is entitled to annual remuneration of £145,200 (31
December 2024: £145,200). The Chair of the Audit Committee is entitled to
annual remuneration of £90,750 (31 December 2024: £90,750) and the Chair of
the Management Engagement Committee is entitled to annual remuneration of
£78,650 (31 December 2024: £78,650). The Chair of the Nomination and
Remuneration Committee is entitled to remuneration of £78,650 (31 December
2024: £78,650).
During the year ended 31 December 2025 and 31 December 2024, the Directors'
remuneration, denominated in GBP, did not increase year over year and was as
follows, when converted to USD:
Director 2025 2024
($'000) ($'000)
Richard Horlick((1)(2)) 193 182
Jeremy Thompson((1)(3)(6)) 104 99
John Roche((1)(4)) 121 114
Karen McClellan((1)(5)) 104 91
((1) ) Non-executive Independent Director
((2) ) Chair of the Board
((3)) Chair of the Nominations and Remuneration Committee
((4)) Chair of the Audit Committee
((5)) Chair of the Management Engagement Committee
((6)) Non-executive Senior Independent Director
The above fees due to the Directors are for the year ended 31 December 2025
and 31 December 2024, and none were outstanding at 31 December 2025 (31
December 2024: $nil).
Duties and Responsibilities
The Board is responsible to Shareholders for the overall management of the
Company. The duties and powers reserved for the Board include decisions
relating to the determination of investment policy and approval of investments
in certain instances, strategy, capital raising, statutory obligations and
public disclosure, financial reporting and entering into any material
contracts by the Company.
The Board retains direct responsibility for certain matters, including (but
not limited to):
· approving the Company's long-term objective and any decisions of
a strategic nature including any change in investment objective, policy and
restrictions, including those which may need to be submitted to Shareholders
for approval;
· reviewing the performance of the Company in light of the
Company's strategy objectives and budgets ensuring that any necessary
corrective action is taken;
· the appointment, overall supervision and removal of key service
providers and any material amendments to the agreements or contractual
arrangements with any key delegates or service providers;
· approving any transactions with ''related parties'' for the
purposes of the Company's voluntary compliance with the applicable sections of
the UK Listing Rules;
· the review of the Company's valuation policy;
· the review of the Company's corporate governance arrangements;
and
· approving any actual or potential conflicts of interest.
The Directors have access to the advice and services of Ocorian Administration
(Guernsey) Limited, who is responsible to the Board for ensuring that Board
procedures are followed and that it complies with Companies Law and applicable
rules and regulations of the GFSC and the LSE. Where necessary, in carrying
out their duties, the Directors may seek independent professional advice at
the expense of the Company. The Company maintains directors' and officers'
liability insurance in respect of legal action against its Directors on an
ongoing basis.
The Board's responsibilities for the Annual Report are set out in the
Directors' Responsibility Statement. The Board is also responsible for issuing
appropriate half-yearly financial reports, quarterly portfolio valuations and
other price-sensitive public reports.
Directors' attendance at Board and Committee Meetings
The Board formally met 4 times during the year. The Board held a number of ad
hoc meetings, and the sub committees of the Board met frequently during the
course of 2025. Directors are encouraged when they are unable to attend a
meeting to give the Chair of the Board their views and comments on matters to
be discussed, in advance. In addition to their meeting commitments, the
Non-executive Directors also liaise with the Investment Manager whenever
required and there is regular contact outside the Board meetings schedule. In
addition to the Board members, members of the Investment Manager attend
relevant sections of the Board meetings by invitation.
Attendance is further set out below:
Board Meetings Audit Nomination and Remuneration Management Tenure as at 31 December 2025
Committee Committee Engagement
Meetings Meetings Committee
Meetings
Director
Jeremy Thompson((2)) 4 4 4 2 9 years and 8 months
John Roche((1)) 4 4 4 2 3 years and 1 month
Richard Horlick((1)) 4 4 4 2 3 years and 2 months
Karen McClellan((1)) 4 4 4 2 2 year and 8 months
((1)) (Non-executive Independent Director)
((2)) (Non-executive Senior Independent Director)
( )
A quorum is comprised of any two or more members of the Board from time to
time, to perform
administrative and other routine functions on behalf of the Board, subject to
such limitations as the Board may expressly impose on this committee from time
to time.
Board members who are not ordinarily resident in Guernsey were unable to
travel and attend certain Board and committee meetings in person during
2025. In those cases, the relevant Board members attended those meetings by
telephone or video link (and are shown as being in attendance at the relevant
meeting in the table above).
Conflicts of interest
A Director has a duty to avoid a situation in which he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict,
with the interests of the Company. The Board requires Directors to declare all
appointments and other situations that could result in a possible conflict of
interest and has adopted appropriate procedures to manage and, if appropriate,
approve any such conflicts. The Board is satisfied that there is no compromise
to the independence of those Directors who have appointments on the boards of,
or relationships with, companies outside the Company.
Committees of the Board
The Board believes that it and its committees have an appropriate composition
and blend of skills, experience, independence and diversity of backgrounds to
discharge their duties and responsibilities effectively.
The Board keeps its membership, and that of its committees, under review to
ensure that an acceptable balance is maintained, and that the collective
skills and experience of its members continue to be refreshed. It is satisfied
that all Directors have sufficient time to devote to their roles and that
undue reliance is not placed on any individual.
Each committee of the Board has written terms of reference, approved by the
Board, summarising its objectives, remit and powers, which are available on
the Company's website (www.RiverstoneREL.com (http://www.RiverstoneREL.com) )
and reviewed on an annual basis. All committee members are provided with
appropriate induction on joining their respective committees, as well as
on-going access to training. Minutes of all meetings of the committees (save
for the private sessions of committee members at the end of meetings) are made
available to all Directors and feedback from each of the committees is
provided to the Board by the respective committee Chairs at the next Board
meeting. The Chair of each committee attends the AGM to answer any questions
on their committee's activities.
The Board and its committees are supplied with regular, comprehensive and
timely information in a form and of a quality that enables them to discharge
their duties effectively. All Directors are able to make further enquiries of
management whenever necessary and have access to the services of the Company
Secretary.
Audit Committee
The Audit Committee which is chaired by John Roche, comprises Jeremy Thompson,
Richard Horlick and Karen McClellan, all of whom held office throughout the
year. The Chair of the Audit Committee, the Investment Manager and the
external auditor, Ernst & Young LLP, have held discussions regarding the
audit approach and identified risks. The external auditors attend selected
Audit Committee meetings and a private meeting is routinely held with the
external auditors to afford them the opportunity of discussions without the
presence of management. The Audit Committee activities are contained in the
Report of the Audit Committee.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is chaired by Jeremy Thompson and
comprises, John Roche, Richard Horlick, and Karen McClellan, all of whom held
office throughout the year.
The Nomination and Remuneration Committee is convened for the purpose of
considering the appointment of additional Directors as and when considered
appropriate. The Nomination and Remuneration Committee is now focused on any
deemed succession issues to support the Company in its short Managed Wind-Down
period. In considering appointments to the Board, the Nomination and
Remuneration Committee takes into account the ongoing requirements of the
Company and evaluates the balance of skills, experience, independence, and
knowledge of each candidate. The Committee has recommended to the Board that
given the need for a planned orderly Wind-Down that no further Board
appointments be made and that the Board size be subsequently reduced to three
during the course of 2026. As a result, Jeremy Thompson has decided not to
stand for re-election at the forthcoming AGM on 18 May 2026.
In the case of candidates for Directorships, care has been taken to ascertain
that they have sufficient time to fulfil their Board and, where relevant,
committee responsibilities. The Board believes that the terms of reference of
the Nomination and Remuneration Committee ensure that it operates in a
rigorous and transparent manner.
In accordance with both UK Listing Rules and AIC Guidelines the Board
composition is tabulated below and while the Board will continue to take
diversity into account as part of any continuing succession planning and
recruitment process, it must be recognised that the Company is in a relatively
short Managed Wind-Down period and is placing stability and continuity through
this period as being in the best interests of the Company and its
shareholders.
Board Gender Identity at 31 December 2025
Number of Board Members Percentage of the Board Number of Senior Positions on the Board
Men 3 75.00% 2
Women 1 25.00% -
Board Ethnic Background at 31 December 2025
Number of Board Members Percentage of the Board Number of Senior Positions on the Board
White British or other white (including minority-white groups) 4 100% 2
Other ethnic group - - -
The Nomination and Remuneration Committee has reviewed the composition,
structure and diversity of the Board, succession planning, the independence of
the Directors and whether each of the Directors has sufficient time available
to discharge their duties effectively. The Nomination and Remuneration
Committee and the Board confirm that they believe that the Board has an
appropriate mix of skills and backgrounds, that all Directors can be
considered as Independent in accordance with the provisions of the AIC Code
and that all Directors have the time available to discharge their duties
effectively.
Accordingly, the Board recommends that Shareholders vote in favour of the
re-election of those Directors standing at the forthcoming AGM, as noted in
the Board Tenure and Re-election section of the Corporate Governance Report.
Management Engagement Committee
The Management Engagement Committee is chaired by Karen McClellan and
comprises Jeremy Thompson, John Roche and Richard Horlick, all of whom held
office throughout 2025. The Management Engagement Committee meets at least
once a year pursuant to its terms of reference.
The Management Engagement Committee provides a formal mechanism for the review
of the performance of the Investment Manager and the Company's other advisors
and service providers. It carries out this review through consideration of a
number of objective and subjective criteria and through a review of the terms
and conditions of the advisors' appointments with the aim of evaluating
performance, identifying any weaknesses and ensuring value for money for the
Shareholders. At the annual Management Engagement Committee Meeting on
November 12 2025, the Chair of the MEC recommended to the Board that the
Company retain the services of its providers.
As part of the 2025 annual review of service providers, all service providers
were asked to complete a Cyber Security Review Questionnaire ("CSRQ"), the
results of which the Committee commissioned Ocorian Consulting (UK) Limited
("Ocorian Consulting"), an affiliate company of the Designated Administrator,
to review. Ocorian Consulting's report was discussed by the Management
Engagement Committee in November 2025. None of the CSRQs indicated significant
cybersecurity weaknesses and Ocorian Consulting concluded that the Company's
service providers had sufficiently detailed their cybersecurity arrangements
and have adequate processes in place.
At the annual Management Engagement Committee meeting, on 12 November 2025, a
report concerning the performance of the individual service providers
concluded that all appeared to be performing as required, and the Chair of
the committee recommended to the Board that the Company retain their
continuing services.
Board Performance and Evaluation
In accordance with Provision 26 of the AIC Code which requires a formal and
rigorous annual evaluation of its performance, the Board formally reviews its
performance annually through an internal process. Internal evaluation of the
Board, the Audit Committee, the Nomination and Remuneration Committee, the
Management Engagement Committee and individual Directors has taken the form of
self-appraisal questionnaires and discussions to determine effectiveness and
performance in various areas as well as the Directors' continued independence.
The Board believes that annual evaluations are helpful and provide a valuable
opportunity for continuous improvement.
During 2025, the Board, acting through the Nomination and Remuneration
Committee, decided that it would not complete an externally facilitated review
of the Board, its committees and individual Directors (including the Chair).
The last such review was undertaken during 2024 and fed back to the Board in
2025 and took the form of a structured externally facilitated questionnaire
which covered a range of key topics including composition, skills, knowledge
and experience of the Board, the respective roles and responsibilities of the
Directors, quality of strategic and risk debate, the effectiveness of decision
making and interactions with management together, including the Chair. All
Directors participated in the evaluation, and the findings were collectively
considered by the Board.
The Lintstock evaluation concluded that the priorities for the Board are
identified as increased emphasis on shareholder engagements and clarification
of the Company's investment strategy. The Board feels that following the
August 2025 EGM proposal for an orderly Managed Wind-Down it has taken into
account the best interests of its Shareholders and acted swiftly with the
Investment Manager to deliver early results with its divestment strategy.
Entering the Managed Wind-Down process during 2025 and its clear execution
were the key priorities for the Board. The Board has concluded that overall,
it had operated effectively throughout 2025 and is confident in its ability to
continue effectively to lead the Company and oversee its affairs to the
conclusion of the Managed Wind-Down period. The Board believes that the
current mix of skills, experience and knowledge of the Directors is
appropriate to the requirements of the Company.
Directors have the opportunity to meet regularly with the senior management
employed by the Investment Manager, both formally and informally, to ensure
that the Board remains updated on pertinent issues. All members serve on other
Boards, which ensures they remain informed of the latest technical and
regulatory developments in their areas of expertise.
Internal Control and Financial Reporting
The Directors acknowledge that they are responsible for establishing and
maintaining the Company's system of internal control and reviewing its
effectiveness. Internal control systems are designed to manage rather than
eliminate the failure to achieve business objectives and can only provide
reasonable but not absolute assurance against material misstatements or loss.
However, the Board's objective is to ensure that the Company has appropriate
systems in place for the identification and management of risks. The Directors
carry out a robust assessment of the principal risks facing the Company,
including those that would threaten its business model, future performance,
solvency or liquidity. The key procedures which have been established to
provide internal control are that:
· the Board has delegated the day-to-day operations of the Company
to the Administrators and Investment Manager; however, it retains
accountability for all functions it delegates;
· the Board clearly defines the duties and responsibilities of the
Company's agents and advisors and appointments are made by the Board after due
and careful consideration. The Board monitors the ongoing performance of such
agents and advisors and will continue to do so through the Management
Engagement Committee;
· the Board monitors the actions of the Investment Manager at
regular Board meetings and is given frequent updates on developments arising
from the operations and strategic direction of the underlying investee
companies;
· the Administrators provide administration and company secretarial
services to the Company.
The Designated Administrator has a system of internal control on which it
reports to the Board; and
· the Board has reviewed the need for an internal audit function
and has decided that the systems and procedures employed by the Administrators
and the Investment Manager, including their own internal controls and
procedures, provide sufficient assurance that an appropriate level of risk
management and internal control, which safeguards Shareholders' investment and
the Company's assets, is maintained. An internal audit function specific to
the Company is therefore considered unnecessary.
Internal controls over financial reporting are designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of Financial Statements for external reporting purposes. The Administrators
and the Investment Manager all operate risk-controlled frameworks on a
continual ongoing basis within a regulated environment. During 2025 the
Administrators continued to report to the Board on a quarterly basis with
respect to their performance in respect of financial accounting and financial
reporting matters together with other related matters through a compliance
report.
The Designated Administrator has undertaken a SOC 1: Assurance Report on
Controls at a Service Organisation audit and formally reports to the Board
quarterly through a compliance report. The Investment Manager formally reports
to the Board quarterly including updates within Riverstone and also engages
with the Board on an ad-hoc basis as required. No weaknesses or failings
within the relevant operations of the Designated Administrator or the
Investment Manager have been identified.
The systems of control referred to above are designed to ensure the
effectiveness and efficient operation of the relevant internal controls over
financial reporting and compliance with laws and regulations. In establishing
the systems of internal control which the Company relies upon, regard is paid
to the materiality of relevant risks, the likelihood of costs being incurred
and costs of control. It follows therefore that the systems of internal
control can only provide reasonable but not absolute assurance against the
risk of material misstatement in financial reporting or loss. These processes
at the Designated Administrator and the Investment Manager have been in place
for the year under review and up to the date of approval of this Annual Report
and Financial Statements. These processes are reviewed by the Board, operating
largely via the Audit Committee and are in accordance with the FRC's internal
control publication: Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting.
Investment Management Agreement
The Investment Manager is the sole Investment Manager of the Company and the
Partnership. Pursuant to the Investment Management Agreement until the EGM on
22 August 2025, the Investment Manager had responsibility for and discretion
over investing and managing the Company's and the Partnership's direct and
indirect assets, subject to and in accordance with the Company's investment
policy. The Investment Manager is entitled to delegate all or part of its
functions under the Investment Management Agreement to one or more of its
affiliates.
The Company has delegated the provision of all services to external service
providers whose work is overseen by the Management Engagement Committee at its
regular scheduled meetings. Each year, a detailed review of performance
pursuant to their terms of engagement is undertaken by the Management
Engagement Committee.
During 2025 and in connection with the Managed Wind-Down, the Company and the
Investment Manager agreed to a number of Amendments to the Existing IMA to
better reflect the role of the Investment Manager in the context of the
Managed Wind-Down. The principal Amendments and their effect were as follows:
· Reduction in Management Fee
Under the old IMA, the Investment Manager was entitled to receive a Management
Fee equal to 1.5 per cent. per annum of the Net Asset Value of the Company
(including cash), payable quarterly in arrears, with each payment being
calculated using the quarterly Net Asset Value as at the relevant quarter end.
Under the revised IMA, this Management Fee with effect from the commencement
of the Managed Wind-Down, has been reduced to an amount equal to 1 per cent.
per annum of the Company's Net Asset Value (excluding cash), subject (until 31
December 2027) to a minimum fee of $500,000 per annum, pro-rated for any
partial year.
· No further performance allocations
The Investment Manager's performance allocation arrangements under the old IMA
(which were also implemented via certain other agreements, including the
Partnership Agreement of Riverstone Energy Investment Partnership, LP, the
undertaking through which the Company makes its investments (the
"Partnership")) ceased to apply from commencement of the Managed Wind-Down.
Because of the amendments to the IMA and the valuation of the Portfolio as at
the date of those amendments with performance against applicable benchmarks
not being met, no further performance allocations were deemed payable by the
Company once it entered into Managed Wind-Down. The Company did agree a
mechanism, being the introduction of Adjustment Payments, to reward the
Investment Manager with a percentage allocation to be paid on realised
proceeds from investment disposals as well as applying to the carrying values
of the publicly listed investments held as at 30 June 2025.
· Removal of Management Fee offset for excess director's expenses
The old IMA required the Investment Manager to deduct from the Management Fee
an amount equal to all directors' fees, travel costs and related expenses of
the directors to the extent that they exceed certain annual limits. Because
the Net Asset Value was less than $500 million, this limit was 0.084 per cent.
of the last published NAV before the amended IMA. This fee offset was included
in the Investment Management Agreement at the time of the Company's initial
public offering, when the Investment Manager had the right to appoint three
Directors to the Board. The Investment Manager no longer has the right to
appoint any Directors and, in light of the lower Management Fee payable to the
Investment Manager during the Managed Wind-Down and the expectation that the
Net Asset Value will progressively decline as Net Proceeds are returned to
Shareholders, the Amendments have removed this fee offset with effect from the
commencement of the Managed Wind-Down, following which the Company is
responsible for all Directors fees, costs and related expenses.
· Investment Manager right of last look in respect of certain
Private Portfolio Investments
Under the Amendments, the Investment Manager (in its own capacity or on behalf
of its associates and/or any one or more Other Riverstone Funds) has a right
of last look in respect of Private Portfolio investments during the term of
the Investment Management Agreement and for a period of two years thereafter
(save where the Investment Management Agreement has been terminated by way of
Company Cause Termination). The Investment Manager's right of last look would
give the Investment Manager or its nominated associate the right to acquire
(in its own capacity or on behalf of one or more Other Riverstone Funds) all
or any part of the investments in the Private Portfolio proposed to be sold by
the Company to a third party, on materially the same terms offered to that
third party by paying a 5 per cent. premium to the price offered for the
relevant investment by such third party. The acquisition by the Investment
Manager, its associates and/or any Other Riverstone Funds of any investment
pursuant to the right of last look would be subject to Board consent (not to
be unreasonably withheld or delayed) and compliance with applicable laws,
rules and regulations (including, where relevant, the requirements of Chapter
8 of the UK Listing Rules) at the relevant time.
· Reimbursement of certain of the Investment Manager's external
legal costs
Under the Amendments, the Company was liable to reimburse the Investment
Manager for 50 per cent. of its reasonably incurred and documented external
legal fees and expenses associated with the terms of the Managed Wind-Down and
the implementation of the Amendments, provided that (other than in respect of
certain Investment Undertakings which form part of the Company's investment
holding structure) the Company will not be responsible for reimbursing the
Investment Manager in respect of any legal costs incurred in relation to any
document to which the Company is not a party.
· Termination
Under the Amendments, either the Company or the Investment Manager is able to
terminate the Investment Management Agreement: (a) at any time prior to the
Managed Wind-Down Completion Date by giving six months' prior written notice
to the other party; and (b) at any time after the Managed Wind-Down Completion
Date, immediately upon written notice to the other party.
In addition, pursuant to the Amendments:
(a) the Company would have the right to terminate the Investment Management
Agreement: (i) on three months' notice if the Investment Manager is in
material breach of its material obligations under the Investment Management
Agreement (unless remedied to the reasonable satisfaction of the Company
within such three month period); or (ii) immediately if the Investment Manager
commits an act of fraud or wilful default in relation to the Company which
results in material harm to the Company (a "Company Cause Termination"); and
(b) the Investment Manager would have the right to terminate the Investment
Management Agreement immediately if: (i) the Company is in material breach of
its material obligations under the Investment Management Agreement (unless
remedied to the reasonable satisfaction of the Investment Manager within three
months); or (ii) in certain other circumstances, being if the Company
undergoes an insolvency event, ceases to hold appropriate regulatory
authorisation in Guernsey, makes a further material change to its investment
policy without the consent of the Investment Manager, undergoes a change of
control which results in the Ordinary Shares ceasing to be listed on the
Official List or raises new equity or returns cash to Shareholders otherwise
than by way of a pro rata compulsory redemption of Ordinary Shares without the
consent of the Investment Manager (an "Investment Manager Cause Termination").
Our Culture
The Board has determined that the Company's culture is built around that of
the Investment Manager, with a focus on long-lasting and interactive
relationships with a diverse investor base. The Board puts emphasis on an open
and challenging dialogue, ensuring all voices are heard before ultimately
leading to a unified approach. The Chair in particular places great emphasis
on collective responsibility.
Relations with Shareholders
The Board welcomes Shareholders' views and places great importance on
communication with its Shareholders. In addition, Jeremy Thompson, as the
Senior Independent Director from May 2024, is available to Shareholders if
they have concerns which contact through the normal channels has failed to
resolve or for which such contact would be inappropriate. Karen McClellan,
Management Engagement Committee Chair, is available to discuss matters
regarding the service providers of REL. The Chair of the Board, Senior
Independent Director and other Directors are also available to meet with
Shareholders at other times, if required. At the request of several
Shareholders, the Chair of the Board, Senior Independent Director and other
Directors arranged meetings and addressed direct correspondence raised by
Shareholders at the Board meetings during the year.
The Company reports formally to Shareholders in a number of ways; regulatory
news releases through the London Stock Exchange's Regulatory News Service,
announcements are issued in response to events or routine reporting
obligations. Also, an Interim Report will be published each year outlining
performance to 30 June and the Annual Report will be published each year for
the year ended 31 December, both of which will be made available on the
Company's website. In addition, the Company's website contains comprehensive
information, including company notifications, share information, financial
reports, investment objectives and policy, investor contacts and information
on the Board and corporate governance. Shareholders and other interested
parties can subscribe to email news updates by registering online on the
website.
The Investment Manager is available for regular contact with Shareholders,
including the Cornerstone Investors, and any views that they may have are
communicated to the Board and vice versa. No sensitive information is provided
to the Cornerstone Investors that is not provided to the Shareholders as a
whole and at the same time. The Board is also kept fully informed of all
relevant market commentary on the Company by the Investment Manager and the
Corporate Brokers. The Directors and Investment Manager receive informal
feedback from analysts and investors, which is presented to the Board by the
Company's Broker. The Company Secretary also receives informal feedback via
queries submitted through the Company's website and these are addressed by the
Board, the Investment Manager or the Company Secretary, where applicable.
Financial results, events, corporate reports, webcasts and fact books are all
stored in the Investor Relations section of our website:
www.riverstonerel.com/investors/ (http://www.riverstonerel.com/investors/)
2026 Key Shareholder Engagements
February
Quarterly Portfolio Valuations
March
Full Year Results Approved
April
Notice of Annual General Meeting
May
Quarterly Portfolio Valuations
Annual General Meeting
August
Quarterly Portfolio Valuations
Half Year Results
November
Quarterly Portfolio Valuations
Engagement with Stakeholders
The wider stakeholders of the Company comprise its service providers, investee
companies and suppliers and the Board recognises and values these
stakeholders.
The Company's relationship with its service providers, including the
Investment Manager, is of particular importance. Service providers have been
selected and engaged based on due diligence and references including
consideration of their internal controls and expertise. The Company has a
Management Engagement Committee, who will review the performance of each
service provider annually and provide feedback as appropriate, to maintain
good working relationships.
Responsible investing principles have been applied to each of the investments
made, which ensures that appropriate due diligence has been conducted and that
the terms of the investments are clearly set out and agreed with investee
companies in advance.
The Board recognises that relationships with suppliers are enhanced by prompt
payment and the Company's Administrators, in conjunction with the Investment
Manager, ensures all payments are processed within the contractual terms
agreed with the individual suppliers.
Relations with Other Stakeholders
When relevant and noting the Company is now in a Managed Wind-Down process,
the Investment Manager will meet with analysts and investors to provide
further updates on how the Company and the investment portfolio are
performing.
The Directors and Investment Manager receive informal feedback from analysts
and investors, which is presented to the Board by the Company's Brokers. The
Company Secretary also receives informal feedback via queries submitted
through the Company's website and these are addressed by the Board, the
Investment Manager or the Company Secretary, where applicable.
The Directors recognise that the Managed Wind-Down process of the Company is
linked to the success of the communities in which Riverstone, and its investee
companies, operate.
Whistleblowing
The Board has considered arrangements by which staff of the Investment Manager
or Administrators may, in confidence, raise concerns within their respective
organisations about possible improprieties in matters of financial reporting
or other matters. It has concluded that adequate arrangements are in place for
the proportionate and independent investigation of such matters and, where
necessary, for appropriate follow-up action to be taken within their
organisation.
Principal Risks and Uncertainties
The Company's assets now consist of private equity unlisted investments, held
through the Partnership, in the remaining three decarbonisation assets,
following the realisation of Onyx Power. Initially, there was a particular
focus on opportunities in the global E&P and midstream energy sub-sectors,
however since 2020, the Company has been exclusively focussed on pursuing a
global strategy across decarbonisation sectors presented by Riverstone's
investment platform. Its principal risks in that period were therefore related
to market conditions in the energy and energy transition sectors in general,
but also to the particular circumstances of the businesses in which it is
invested through the Partnership. The Investment Manager, through the
Partnership, sought to mitigate those risks through active asset management
initiatives and carrying out due diligence work on potential targets before
entering into any investments.
Each Director is fully aware of the risks inherent in the Company's business
and understands the importance of identifying, evaluating and monitoring these
risks. The Board has adopted procedures and controls that enable it to carry
out a robust assessment of the risks facing the Company, manage these risks
within acceptable limits and meet all of its legal and regulatory obligations.
The Board is committed to upholding and maintaining zero tolerance towards the
criminal facilitation of tax evasion.
The Board thoroughly considers the process for identifying, evaluating and
managing any significant risks faced by the Company on an ongoing basis and
these risks are reported and discussed at Audit Committee and Board meetings.
The Board ensures that effective controls are in place to properly mitigate
these risks to the greatest extent possible and that a satisfactory compliance
regime exists to ensure all applicable local and international laws and
regulations are upheld.
For each material risk, the likelihood and consequences are identified,
management controls and frequency of monitoring are confirmed, and results
reported and discussed at the quarterly Board meetings.
The Company's principal risk factors are fully discussed in the Prospectuses,
available on the Company's website (www.RiverstoneREL.com) and should be
reviewed by Shareholders. Please note that not all principal risks are
disclosed on the Company's website, only those established at the time of the
Prospectuses.
The approval by the Shareholders of the Managed Wind-Down process and the new
investment policy during 2025 required the Board to critically reassess the
principal risks faced by the Company. This was discussed in the Interim
Review for 2025 and the work was led by the Audit Committee.
Therefore, the Company's current principal areas of risk and mitigating
actions being taken are summarised below:
1. Investment Concentration Risk - The Company initially intended to only
invest in the global energy sector, with a particular focus on oil and gas
exploration and production, and midstream investments, which exposed it to
industry and sector concentration risk. Under the modified investment
strategy, since 2020, the Company had pivoted to focus on energy transition
and decarbonisation and this provided an element of diversification for the
portfolio, albeit with the additional sector specific investment risks. The
implementation of the Managed Wind-Down process with the disposal during 2025
of the listed investments and the subsequent disposal of Onyx Power, has
significantly increased the investment concentration risk faced by the
Company.
The Investment Manager remains engaged with the remaining investments in the
portfolio with access to personnel and information dependent on a case by case
basis ranging from no board representation to board representation and the
associated benefits. During 2025 and into 2026 the Investment Manager has
been excellent at executing the early stages of the Managed Wind-Down process
with the disposal of all listed investments and a material disposal of Onyx
Power, being a specialist investment operating in a niche sector.
2. Share Discount to NAV Risk - The Company's shares have, for a
considerable period of time, been trading and continue to trade at a discount
to NAV per share for reasons, including, but not limited to, general
investment market conditions in the sectors relevant to the Company, liquidity
concerns, perceived issues with the terms of the Investment Management
Agreement and actual or expected Company performance as the Company
transitioned to maximise value from the conventional portfolio allowing
investment into its decarbonisation strategy over time. This persistent
discount to NAV has over time led to material shareholder dissatisfaction with
the performance of the Company. There are no material changes to the level
of this risk identified by the Board.
The Company did see a marked improvement in the performance of its share price
since 2020, and over this time it has also been very active in attempting to
narrow this persistent discount with the introduction of a well-funded and
material series of successive buybacks, tender offers as well as enhanced
shareholder engagement. The Company is now in the early stages of its Managed
Wind-Down process and therefore there are no overt discount control mechanism
being employed. The Company's shares have continued to trade at a wide
discount to NAV indicating that the market is sceptical as to the fair values
and the monetisation of those fair values by the Investment Manager during
this period. The Board remains engaged as does the Investment Manager in the
oversight of the remaining privately held investments and the business plans
required to allow for liquidity events to take place.
3. Shareholder Disquiet and Influence Risk - Previous material levels of
Shareholder disquiet directed at the Company's performance particularly with
respect to its Decarbonisation portfolio have, to a large extent, been
addressed with the adoption and excellent early execution in 2025 of the
Managed Wind-Down process. This has led to significant investment disposal
activity for the listed and privately held portfolios where material capital
has been returned to Shareholders already and more to come in 2026 with the
excellent disposal of the investment in Onyx Power.
There is naturally more work required to realise the remainder of the
concentrated privately held portfolio with the Board and the Investment
Manager actively engaged in that process. This risk is viewed as reducing
somewhat during 2026 as the Managed Wind-Down process has been initially
successfully executed.
4. Investment Valuation Risk - The Company continues to hold an investment
portfolio, albeit more concentrated overall, where the determination of the
ongoing reported fair values for the privately held investments exposes the
Company to a number of specific investment and valuation risks, the most
notable ones being:
· The risks and judgements associated with the fair valuation of the
private equity investments could result in the NAV of the Company being
materially misstated. These private equity investments now expose the
Company's valuation models to changes over time in a number of variables
including interest rates, certain public market trading comparables,
transaction comparables, discounted cash flow rates, tariffs, taxation etc.
Ultimately the success or otherwise of a private equity investment will only
be determined on eventual realisation.
The Investment Manager has an extensive and consistent valuation policy which
is applied each quarter and fair values all private equity investments held.
All quarterly valuations firstly go through the valuation processes adopted by
the Investment Manager and when approved by the Investment Manager are
released to the Board for review and challenge. Quarterly meetings are held by
the Board with the Investment Manager to review the draft valuations ahead of
confirmation and release to the market.
· Potential changes to largely US domestic policy, regulatory and/or
the tax environment of the remaining investments held by the Company may
adversely affect the fair values determined for those investments, their
ability to borrow and transact business plans or impact the Company's ability
to properly realise those privately held investments at previously intended
valuations or timescales.
The Investment Manager closely monitors each of the remaining privately held
portfolio companies in which the Company invests with access to personnel and
relevant financial and other information being dependent on matters such as
Board representation etc.
· The remaining privately held investments expose the Company to
additional investment and operational risks arising from investment in the
build-up and early/development stages where these companies may have little or
no operating history, be more vulnerable to financial failure than more
established companies, have requirements to invest in further funding rounds
or suffer dilution/decrease in value, operating in emerging industries with
technologies that are as yet fully unproven and investments where the Company
is a minority investor with limited access.
The Investment Manager maintains dialogue with the portfolio companies to make
sure that they have appropriate plans and resources in place to progress the
businesses and while the Company now has a significantly more concentrated
portfolio to manage, the overall investment valuation risks arising from the
models and judgements exercise by the Investment Manager remain at levels that
have previously existed for the Company and this risk.
5. Reliance on Investment Manager Risk - The Company has always been and
remains heavily reliant on the services provided by the Investment Manager
particularly in this relatively short planned Managed Wind-Down period;
however, the focus is now on the performance of the Investment Manager in
maximising the realisable value of the investment portfolio to drive
significant returns of capital to Shareholders. The revised Investment
Management Agreement struck in 2025 continues to require the Investment
Manager to provide competent, attentive, and efficient services and personnel
to the Company with the Managed Wind-Down being implemented by the Investment
Manager realising the assets in the wider investment portfolio in an orderly
manner to allow the Company to maximise returns to Shareholders. Additionally,
there can be no assurance that the current investment valuations as at
31 December 2025 for the remaining privately held investments to which the
Company is exposed, can be achieved, although the subsequent realisation of
Onyx Power in early 2026 has crystallised that significant carrying value at
31 December 2025. The Investment Manager has been and remains actively
involved in managing the investment portfolio and working to achieve
appropriate realisations, and has been incentivised to do so under the terms
of the revised IMA. The Board has been very satisfied with the performance of
the Investment Manager in the early stages of the Managed Wind-Down period.
6. Shareholder Discontinuance Resolution Risk - This previously reported
principal risk is now no longer considered to be relevant in view of the
resolutions passed by Shareholders to place the Company into a Managed
Wind-Down process.
7. Climate Change Risk - The effects of climate change and the transition
to a low carbon economy could possibly reduce demand for some of the Company's
remaining investments, as well as impact their valuations, and may limit
future growth opportunities. Riverstone has adopted what it believes are
currently best practices for ESG investing having adopted the UN Principles
for Responsible Investment and Sustainable Development Goals.
Now that the Company is in a Managed Wind-Down process with the expectation
that the remaining privately held investments will be disposed of in the
period to 31 December 2027, the Board is of the opinion that while climate
change risk still remains a relevant topic for these investments in the medium
to long term, the climate change risk in the period of the expected Managed
Wind-Down has lessened significantly when assessed in this time period and
with the business and business models being adopted by those companies.
The Company (as with all companies) continues to be exposed to external
cyber-security threats. The Company recognises the increased incidence of
cyber-security threats and regularly reviews its policies, procedures and
defences to mitigate associated risks, as well as receiving confirmation of
the policies, procedures and defences of the Investment Manager, the
Designated Administrator and other key service providers, and engages
market-leading specialists where appropriate. This is to ensure that the
Company is resilient to existing and emerging threats.
The above risks are mitigated and managed by the Board through continual
review, policy setting and updating of the Company's Risk Matrix at each Audit
Committee Meeting to ensure that procedures are in place with the intention of
minimising the impact of the above-mentioned risks. The Board relies on
periodic reports provided by the Investment Manager and Administrators
regarding risks that the Company faces. When required, experts will be
employed to gather information, including tax advisers, legal advisers, and
environmental advisers. As it is not possible to eliminate risks completely,
the purpose of the Company's risk management policies and procedures is not to
eliminate risks, but to reduce them and to ensure that the Company is
adequately prepared to respond to such risks and to minimise any impact if the
risk develops.
By order of the Board
Richard Horlick
Chair of the Board
3 March 2026
Report of the Audit Committee
The Audit Committee operates within clearly defined terms of reference, which
are available from the Company's website www.RiverstoneREL.com
(http://www.RiverstoneREL.com) , and include all matters indicated by
Disclosure Guidance and Transparency Rule 7.1, the AIC Code and the UK Code.
The Audit Committee is chaired by John Roche and comprises Richard Horlick,
Jeremy Thompson and Karen McClellan. Members of the Audit Committee must be
independent of the Company's external auditor and Investment Manager. The
Audit Committee will meet no less than four times in a year, and at such other
times as the Audit Committee Chair shall require and will meet the external
auditor at least once a year.
The Chair of the Audit Committee values the ongoing engagement and membership
of the Audit Committee from Richard Horlick as overall Chair of the Board,
particularly as the current Board has reduced in number and will reduce
further during 2026. The Committee members have considerable financial and
business experience, and the Board has determined that the membership, as a
whole, has sufficient recent and relevant sector and financial experience to
discharge its responsibilities and that at least one member has competence in
accounting or auditing having a background as a chartered accountant.
Responsibilities
The main duties of the Audit Committee are:
· to monitor the integrity of the Company's Financial Statements
and regulatory announcements relating to its financial performance and review
significant financial reporting judgements;
· to report to the Board on the appropriateness of the Company's
accounting policies and practices;
· to review the valuations of the Company's investments prepared by
the Investment Manager, and provide a recommendation to the Board on the
valuation of the Company's investments;
· to oversee the relationship with the external auditors, including
agreeing their remuneration and terms of engagement, monitoring their
independence, objectivity and effectiveness, ensuring that policy surrounding
their engagement to provide non-audit services is appropriately applied, and
making recommendations to the Board on their appointment, reappointment or
removal, for it to put to the Shareholders in general meeting;
· to monitor and consider annually whether there is a need for the
Company to have its own internal audit function;
· to keep under review the effectiveness of the Company's internal
controls, including financial controls and risk management systems;
· to review and consider the UK Code, the AIC Code, the GFSC Code,
the AIC Guidance on Audit Committees and the Stewardship Code; and
· to report to the Board on how it has discharged its
responsibilities.
The Audit Committee is aware that the Annual Report is not subject to formal
statutory audit, including the Board Chair's Statement and the Investment
Manager's Report. Financial information in these sections is reviewed by the
Audit Committee.
The Audit Committee is required to report its findings to the Board,
identifying any matters on which it considers that action or improvement is
needed, and make recommendations on the steps to be taken.
The external auditor is invited to attend the Audit Committee meetings where
audit planning and approach discussions take place as well as the meetings at
which the Annual Report and Interim Financial Report are considered. These
meetings will at least annually facilitate an opportunity for the external
auditor to meet with the Audit Committee without representatives of the
Investment Manager or Administrators being present.
Financial Reporting
The primary role of the Audit Committee in relation to financial reporting is
to review with the Administrators, Investment Manager and the external auditor
and report to the Board on the appropriateness of the Annual Report and
Financial Statements and Interim Financial Report, concentrating on, amongst
other matters:
· the quality and acceptability of accounting policies and
practices;
· the clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance reporting
requirements;
· material areas in which significant judgements have been applied
or there has been discussion with the external auditor including the adoption
of the other than going concern status of the Company, including related
discussions and the viability statement;
· whether the Annual Report and Financial Statements, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Company's performance, business model
and strategy; and
· any correspondence from regulators in relation to financial
reporting.
To aid its review, the Audit Committee considers reports from the
Administrators and Investment Manager and also reports from the external
auditor on the outcomes of their half-year review and annual audit. The Audit
Committee supports Ernst & Young LLP in displaying the necessary
professional scepticism their role requires.
Meetings
During the year ended 31 December 2025, the Audit Committee met formally four
times and maintained ongoing liaison and discussion between the external
auditor and the Chair and other members of the Audit Committee with regards to
the audit approach and the identified risks. Additional ad hoc meetings or
informal discussions have been convened at other times during the year as the
Audit Committee determined appropriate. The Audit Committee, chaired by John
Roche, has met on 1 occasion since the year-end through to the date of this
report on 3 March 2026. The matters discussed at that and the other meetings
include:
· review of the terms of reference of the audit committee for
approval by the Board;
· review of the accounting policies and format of the Financial
Statements;
· review and approval of the audit plan of the external auditor
including the scope of work for the interim review;
· discussion and approval of the fees for the external audit and
the interim review;
· detailed review of the quarterly and year end valuations of the
Company's investment portfolio held by the Partnership and recommendation for
approval by the Board;
· detailed review of the Annual Report and Financial Statements,
Interim Financial Report and the relevant quarterly portfolio valuations, and
recommendation for approval by the Board;
· assessment of the independence of the external auditor;
· assessment of the effectiveness of the external audit process as
described below;
· review of the Company's principal risks and internal controls
being relied upon;
· consideration of going concern applicability and viability; and
· application of any IFRS changes.
Significant Areas of Judgement Considered by the Audit Committee
The Audit Committee has determined that a key risk of misstatement of the
Company's Financial Statements relates to the valuation of the investment in
the Partnership at fair value through profit or loss, in the context of the
judgements necessary to evaluate the individual fair values of the underlying
investments held through the Partnership.
The Directors have considered whether any discount or premium should be
applied to the net asset value of the Partnership, which is based on the fair
value of its underlying investments. In view of the Company's investment in
the Partnership and the nature of the Partnership's assets, no adjustment to
the net asset value of the Partnership has been made, as this is deemed
equivalent to fair value.
The Audit Committee reviews, considers and, if thought appropriate, recommends
for the purposes of the Company's Financial Statements, valuations prepared by
the Investment Manager in respect of the investments held through the
Partnership. As outlined in Note 6 to the Financial Statements, the total
carrying value of the investment in the Partnership at fair value through
profit or loss at 31 December 2025 was $121 million (31 December 2024: $373
million). Market quotations are not available for this financial asset such
that the value of the Company's investment is based on the fair value of the
Company's limited partner capital account with the Partnership, which itself
is based on the fair value of the Partnership's investments as determined by
the Investment Manager, along with the cash, fixed deposits and other short
term fixed interest securities held. The valuation for each individual
portfolio company investment held by the Partnership is determined by
reference to common industry valuation techniques, which may include reliance
on listed public market prices, comparable public market valuations,
comparable merger and acquisition transaction valuations, and discounted cash
flow valuations, as detailed in the Investment Manager's Report and Note 5 to
the Financial Statements.
The valuation process, methodology adopted and conclusions were discussed with
the Investment Manager and with the external auditor at the regular Audit
Committee meetings held throughout 2025 and 2026. The Chair of the Audit
Committee was also actively involved in discussions with the Investment
Manager challenging and reviewing the individual investment fair values
proposed and finally concluding on the fair values determined for investments
as at 31 December 2025.
During the audit planning and completion phases, members of the Audit
Committee also sat in on various of the valuation meetings between the
Investment Manager and external auditor. During 2025, the Investment Manager
continued to carry out on an investment-by-investment basis, an inhouse
quarterly valuation, providing the overall summary and detailed valuation
papers and models to the Audit Committee and the Company at each quarter end,
including as at 31 December 2025. The Audit Committee has therefore also been
active in reviewing the quarter-on-quarter and particularly the year end
investment valuations throughout 2025.
The Audit Committee has reviewed the Investment Manager's Report.
The external auditor explained the results of their audit work on individual
investment valuations within the scope of the year-end audit.
The Audit Committee considers, and if thought appropriate, recommends that the
Board adopts a basis other than going concern for preparing the Company's
Financial Statements. As outlined in the Report of the Directors, the Audit
Committee has considered the risks that could impact the Company's liquidity
and therefore its ability to meet its obligations as they fall due over the
next period from the date of approval of the Financial Statements up until
March 2027.
The Audit Committee and the Board are satisfied that the Company has the
ability to meet its obligations over the period to March 2027 and also in
respect of the longer two-year viability period.
The Audit Committee, based on the reasons set out in the Report of the
Directors, is satisfied, as of today's date, due to the Company having now
entered into Managed Wind-Down, that it is appropriate to adopt a basis other
than going concern in preparing these Financial Statements and has recommended
this approach is adopted by the Board.
The Audit Committee considers, and if thought appropriate, recommends that the
Board considers the Company's viability over a period of two years to 31
December 2027. The Audit Committee has determined that the period of two years
is now deemed to be an appropriate timeframe and that there is a reasonable
expectation that the Company will be able to continue in operation and meet
its liabilities as they fall due over this period of assessment, as further
outlined in the Report of the Directors. Accordingly, the Audit Committee has
recommended the two year period of assessment for the Company's longer-term
viability is adopted by the Board.
Risk Management
The Board is accountable for carrying out a robust assessment of the principal
risks facing the Company, including those threatening its business model,
future performance, solvency and liquidity. On behalf of the Board, the Audit
Committee reviews the effectiveness of the Company's risk management
processes, such processes being largely reliant on the effective functioning
of the key parties where the Company has outsourced functions, particularly
the outsourced functions provided by the Investment Manager and the
Administrators.
The Company's risk assessment process and the way in which significant
business risks are managed is a key area of focus for the Audit Committee.
The work of the Audit Committee was driven primarily by the Company's
assessment of its principal risks and uncertainties as set out in the
Corporate Governance Report and the changes to those principal risks that
arose from the decision to enter the Managed Wind-Down phase for the Company.
The Audit Committee receives reports from the Investment Manager and
Administrators on the Company's risk evaluation process and reviews changes to
significant risks identified.
Internal Audit
The Audit Committee considers at least once a year whether or not there is a
need for an internal audit function. Currently, the Audit Committee does not
consider there to be a need for an internal audit function, given that there
are no employees in the Company and all outsourced functions are with parties
who have their own internal controls and procedures in place.
External Audit
Ernst & Young LLP has been the Company's external auditor since the
Company's incorporation. This is the thirteenth year of audit.
The external auditor is required to rotate the audit partner every five years.
The current Ernst & Young LLP lead audit partner, Richard Le Tissier,
started his tenure in 2023 and his current rotation will end with the audit of
the 2027 Annual Report and Financial Statements. There are no contractual
obligations restricting the choice of external auditor and the Company will
put the audit services contract out to tender periodically. It continues to be
decided that the audit services contract will not be put out to tender for the
next reporting period due to mutual benefits and efficiencies of Ernst &
Young's external audit contract for the Company with the audits of other
Riverstone private funds. Under Companies Law, the reappointment of the
external auditor is subject to Shareholder approval at the Annual General
Meeting.
The Audit Committee assessed the qualifications, expertise and resources, and
independence of the external auditor as well as the effectiveness of the audit
process. This review covered all aspects of the audit service provided by
Ernst & Young LLP, including obtaining a report on the audit firm's own
internal quality control procedures and consideration of the audit firm's
annual transparency reports. The Audit Committee also approved the external
audit terms of engagement and remuneration. During 2025 and into 2026, the
Audit Committee and/or the Audit Committee Chair held formal and ad hoc
private meetings with the external auditor.
The Audit Committee Chair also maintained regular contact with the audit
partner throughout the year. These meetings provide an opportunity for open
dialogue with the external auditor without management being present. Matters
discussed included the auditor's assessment of significant financial risks and
the performance of management in addressing these risks, the auditor's opinion
of management's role in fulfilling obligations for the maintenance of internal
controls, the transparency and responsiveness of interactions with management,
confirmation that no restrictions have been placed on them by management,
maintaining the independence of the audit, and how they have exercised
professional challenge and scepticism in dealing with material judgemental
areas. The Audit Committee will continue to monitor the performance of the
external auditor on an annual basis and will consider their independence and
objectivity, taking account of appropriate guidelines. In addition, the Audit
Committee Chair will continue to maintain regular contact with the lead audit
partner outside the formal Committee meeting schedule, not only to discuss
formal agenda items for upcoming meetings, but also to review any other
significant matters. Members of the Audit Committee also sat in on the
valuation meetings between the Investment Manager and external auditor.
The Audit Committee reviews the scope and results of the audit, its cost
effectiveness and the independence and objectivity of the external auditor,
with particular regard to the level of non-audit fees. The Audit Committee is
also monitoring developments, in this regard, with respect to the Crown
Dependencies' Audit Rules and Guidance. Notwithstanding such services the
Audit Committee considers Ernst & Young LLP to be independent of the
Company and that the provision of such non-audit services is not a threat to
the objectivity and independence of the conduct of the audit.
To further safeguard the objectivity and independence of the external auditor
from becoming compromised, the Audit Committee has a formal policy governing
the engagement of the external auditor to provide non-audit services. This
precludes Ernst & Young LLP from providing certain services such as
valuation work or the provision of accounting services and also sets a
presumption that Ernst & Young LLP should only be engaged for non-audit
services where Ernst & Young LLP are best placed to provide the non-audit
service for example, the interim review. Note 14 details services provided by
Ernst & Young LLP. In addition to processes put in place to ensure
segregation of audit and non-audit roles, Ernst & Young LLP is required,
as part of the assurance process in relation to the audit, to confirm to the
Audit Committee that it has both the appropriate independence and the
objectivity to allow it to continue to serve the members of the Company. This
confirmation is received every six months and no matters of concern were
identified by the Audit Committee.
To fulfil its responsibility regarding the independence of the external
auditor, the Audit Committee considers:
· discussions with or reports from the external auditor describing
its arrangements to identify, report and manage any conflicts of interest; and
· the extent of non-audit services provided by the external
auditor.
To assess the effectiveness of the external auditor, the committee reviews:
· the external auditor's fulfilment of the agreed audit plan and
variations from it;
· discussions or reports highlighting the major issues that arose
during the course of the audit; and
· feedback from other service providers evaluating the performance
of the audit team.
The Audit Committee is satisfied with Ernst & Young LLP's effectiveness
and independence as external auditor having considered the degree of diligence
and professional scepticism demonstrated by them. Having carried out the
review described above and having satisfied itself that the external auditor
remains independent and effective, the Audit Committee has recommended to the
Board that Ernst & Young LLP be reappointed as external auditor for the
year ending 31 December 2026.
The Audit Committee has provided the Board with its recommendation to the
Shareholders on the re-appointment of Ernst & Young LLP as external
auditor for the year ending 31 December 2026. Accordingly, a resolution
proposing the reappointment of Ernst & Young LLP as our external auditor
will be put to Shareholders at the Annual General Meeting.
On behalf of the Audit Committee
John Roche
Chair of the Audit Committee
3 March 2026
Statement of Financial Position
As at 31 December 2025
Note 31 December 31 December
2025 2024
$'000 $'000
Assets
Non-current assets
Investment at fair value through profit or loss 6 120,870 372,564
Total non-current assets 120,870 372,564
Current assets
Trade and other receivables 435 2,447
Cash and cash equivalents 7 1,923 1,459
Total current assets 2,358 3,906
Total assets 123,228 376,470
Current liabilities
Trade and other payables 8 5,333 626
Total current liabilities 5,333 626
Total liabilities 5,333 626
Net assets 117,895 375,844
Equity
Share capital 9 563,177 820,665
Retained deficit (445,282) (444,821)
Total equity 117,895 375,844
Number of Shares in issue at year end 9 7,334,416 25,342,691
Net Asset Value per Share ($) 13 16.07 14.83
The Financial Statements of the Company were approved and authorised for issue
by the Board of Directors on 3 March 2026 and signed on its behalf by:
By order of the Board
Richard Horlick John Roche
Chair of the Board Director
The accompanying notes below form an integral part of the Company's Financial
Statements.
Statement of Comprehensive Income
For the year ended 31 December 2025
Note 1 January 1 January
2025 to 2024 to
31 December 31 December
2025 2024
$'000 $'000
Investment profit
Change in fair value of investment at fair value through profit or loss 6 29,327
(75,778)
Expenses
Directors' fees and expenses 10 (593) (706)
Legal and professional fees (944) (415)
Other operating expenses (3,030) (2,862)
Adjustment payments 10 (24,892) -
Liquidation costs (652) -
Total expenses (30,111) (3,983)
Operating loss for the financial year (784) (79,761)
Foreign exchange gain 276 92
Interest Income 47 -
Total finance income 323 92
Loss for the year (461) (79,669)
Total comprehensive loss for the year (461) (79,669)
Basic and Diluted Loss per Share (cents) 13 (2.17) (264.36)
The accompanying notes below form an integral part of the Company's Financial
Statements.
Statement of Changes in Equity
For the year ended 31 December 2025
Note Share Retained Total
capital deficit equity
$'000 $'000 $'000
As at 1 January 2025 820,665 (444,821) 375,844
Loss for the financial year - (461) (461)
Total comprehensive loss for the year - (461) (461)
Mandatory Redemption/Buyback and cancellation of shares (257,488) - (257,488)
9
As at 31 December 2025 563,177 (445,282) 117,895
Note Share Retained Total
capital deficit equity
$'000 $'000 $'000
As at 1 January 2024 1,038,721 (365,152) 673,569
Loss for the financial year - (79,669) (79,669)
Total comprehensive loss for the year - (79,669) (79,669)
Tender offer/Buyback and cancellation of shares 9 (218,056) - (218,056)
As at 31 December 2024 820,665 (444,821) 375,844
The accompanying notes below form an integral part of the Company's Financial
Statements.
Statement of Cash Flows
For the year ended 31 December 2025
Note 1 January 1 January
2025 to 2024 to
31 December 31 December
2025 2024
$'000 $'000
Cash flow used in operating activities
Loss for the financial year (461) (79,669)
Adjustments for:
(Increase)/Decrease in fair value of investment at fair value through profit 6 (29,327) 75,778
or loss
Foreign exchange gain (276) (92)
Decrease/(Increase) in trade and other receivables 2,012 (171)
Increase in trade and other payables 8 4,707 114
Net cash used in operating activities (23,345) (4,040)
Cash flow generated from investing activities
Distribution from the Partnership 6 281,021 217,682
Net cash generated from investing activities 281,021 217,682
Cash flow used in financing activities
Buyback of shares, compulsory redemption and tender offer 9 (257,488) (218,056)
Net cash used in financing activities (257,488) (218,056)
Net movement in cash and cash equivalents during the year 188 (4,414)
Cash and cash equivalents at the beginning of the year 1,459 5,781
Effect of foreign exchange rate changes 276 92
Cash and cash equivalents at the end of the year 1,923 1,459
The accompanying notes below form an integral part of the Company's Financial
Statements.
Notes to the Financial Statements
For the year ended 31 December 2025
1. General information
Riverstone Energy Limited ("the Company") is a company limited by shares,
which was incorporated on 23 May 2013 in Guernsey with an unlimited life and
registered with the GFSC as a Registered Closed-ended Collective Investment
Scheme pursuant to the POI Law. The Company's Ordinary Shares were admitted to
the UK Listing Authority's Official List and to trading on the London Stock
Exchange as part of its IPO which completed on 29 October 2013. The registered
office of the Company is PO Box 286, Floor 2, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 4LY.
The Company makes its investments through the Partnership, a Cayman Islands
registered exempted limited partnership, in which the Company is the sole
limited partner. The principal place of business of the Partnership is the
Cayman Islands. Both the Company and the Partnership are subject to the 2025
revised Investment Management Agreement with the Investment Manager, a
partnership registered and regulated in the Cayman Islands.
The Partnership had the right to invest alongside the Private Riverstone Funds
in all Qualifying Investments in which the Private Riverstone Funds
participate. These Private Riverstone Funds are managed and advised by
affiliates of the Investment Manager. Further detail of these investments,
where relevant, is provided in the Investment Manager's Report.
2. Accounting policies
Basis of preparation
The Financial Statements for the year ended 31 December 2025 have been
prepared in accordance with IFRS and with the Companies (Guernsey) Law, 2008,
(as amended) (the "Companies Law").
The Financial Statements have been prepared on a basis other than going
concern as the Company has entered a Shareholder approved Managed Wind-Down
process, see basis other than going concern below. As a result of the change
in basis of preparation and considering the costs of the wind-down process an
accrual for liquidation expenses of $0.7 million has been recorded in trade
and other payables. The Directors consider the carrying values to be a
reasonable approximation of their net realisable values. No other material
adjustments to accounting policies or the valuation basis have arisen as a
result of ceasing to apply the going concern basis.
The Company's 2024 Financial Statements were prepared in accordance with IFRS
and Companies Law. The comparative amounts to the Financial Statements have
not been restated.
Basis other than going concern
As of the date of the report, the Directors are required to consider whether
they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future.
Following the EGM held on 22 August 2025 at which Shareholders unanimously
voted in favour of a change in the Company's investment objective and policy
to move to an orderly realisation of the Company's assets and a Managed
Wind-Down process, the Company's investment objective is now to "realise all
existing investments in the Company's portfolio in an orderly manner and make
timely returns of cash to Shareholders.
The Company will continue to carry on its investment business during the
Managed Wind-Down and with the expectation of realising the Company's assets
and returning of capital to its Shareholders. Whilst the Directors are
satisfied that the Company has adequate resources to continue in operation
throughout the Managed Wind-Down period and will be able to meet all of its
liabilities as they fall due, given the Company is Managed Wind-Down the
Directors consider it appropriate to adopt a basis other than going concern
in preparing the financial statements.
The Directors and the Investment Manager have made the appropriate provisions
in order to bring about an orderly wind-down of the Company and its
operations. Additional liquidation and wind up expenses for underlying
entities in the relevant group structure have been booked at those levels and
lead to a reduction in the carrying value of the Company's investment in the
Partnership.
The Company in its best efforts, intends to realise and return to Shareholders
proceeds in respect to its remaining private investment portfolio no later
than 31 December 2027.
Foreign currencies
The functional currency of the Company is U.S. Dollars reflecting the primary
economic environment in which the Company operates.
The Company has chosen U.S. Dollars as its presentation currency for financial
reporting purposes.
Transactions during the year, including purchases and sales of investments,
income and expenses are translated into U.S. Dollars at the rate of exchange
prevailing on the date of the transaction. Monetary assets and liabilities
denominated in currencies other than U.S. Dollars are retranslated at the
functional currency rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a currency
other than U.S. Dollars are translated using the exchange rates as at the
dates of the initial transactions. Non-monetary items measured at fair value
in a currency other than U.S. Dollars are translated using the exchange rates
at the date when the fair value was determined. Foreign currency transaction
gains and losses on financial instruments classified as at fair value through
profit or loss are included in profit or loss in the Statement of
Comprehensive Income as part of the "Change in fair value of investments at
fair value through profit or loss". Exchange differences on cash and cash
equivalents are included in profit or loss in the Statement of Comprehensive
Income as "Foreign exchange gain/(loss)".
Financial instruments
In accordance with IFRS 9, financial assets and financial liabilities are
recognised in the Company's Statement of Financial Position when the Company
becomes a party to the contractual provisions of the instrument.
Financial assets
At initial recognition, financial assets are classified based on the Company's
business model for managing the financial assets and the contractual cash flow
characteristics of the financial asset. The Company initially measures a
financial asset at its fair value.
a) Investment at fair value through profit or loss
i. Classification
Financial assets classified at FVTPL are those that do not meet the
contractual cash flow test and are managed with their performance evaluated on
a fair value basis in accordance with the Company's investment strategy. The
Company includes in this category its only investment, being the Partnership.
ii. Measurement
Investments made by the Company in the Partnership are measured initially and
subsequently at fair value, with changes in fair value taken to the Statement
of Comprehensive Income. These fair value movements are predominantly driven
by the fair value movements in the Partnership's underlying investments.
The Company has determined that the fair value of its investment in the
Partnership is $121 million (31 December 2024: $373 million), such valuation
being calculated in accordance with applicable IFRS accounting standards and
IPEV Valuation Guidelines. No adjustment to the net asset value of the
Partnership has been made, as this is deemed equivalent to fair value.
b) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand and demand deposit. Cash
equivalents are held to meet short term cash commitments and comprise other
short-term highly liquid investments with an original maturity of three months
or less that are readily convertible to a known amount of cash and are subject
to an insignificant risk of changes in value.
c) Trade and other receivables
Trade receivables are classified as financial assets at amortised cost. They
are measured at amortised cost less impairment assessed using the simplified
approach of the expected credit loss model based on experience of previous
losses and expectations of future losses.
Trade and other payables
Trade payables are classified as financial liabilities at amortised cost.
Equity
The Company's Ordinary Shares are classified as equity and upon issuance, the
fair value of the consideration received is included in equity, net of share
issue costs.
Repurchase of Ordinary Shares for cancellation
The cost of repurchasing Ordinary Shares, including any related stamp duty and
transaction costs, is charged to 'Share Capital' and dealt with in the
Statement of Changes in Equity. Share repurchase and cancellation transactions
are accounted for on a trade date basis.
Expenses
Expenses include legal, accounting, auditing and other operating expenses.
They are recognised on an accruals basis in the Statement of Comprehensive
Income in the period in which they are incurred.
Provisions and Contingent Liabilities
In line with IAS 37 Provisions, Contingent Liabilities and Contingent Assets,
we recognise provisions when the Company has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of
resources will be required to settle the obligation and the amount can be
reliably estimated.
Where this criterion is not met, we disclose a contingent liability if the
Company has a possible obligation, or has a present obligation with an outflow
that is not probable or which cannot be reliably estimated. Provisions are
determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and the
risks specific to the liability.
Assessment as an Investment entity
Although the Company only has one direct investment, it has indirect exposure
to more than one investment held through the underlying Partnership. The
Directors are of the opinion that the Company meets the essential criteria and
typical characteristics of an Investment Entity as defined in IFRS 10.
Amended standards and interpretations
Accounting standards and interpretations have been published and will be
mandatory for the Company's accounting periods beginning on or after 1 January
2025 or later periods. The following is the new or amended accounting standard
or interpretation applicable to the current accounting period of the Company:
· Classification of Liabilities as Current or Non-current
-Amendments to IAS 1 (applicable for annual periods beginning on or after 1
January 2025).
The impact of the amendment was not material to the reported results and
financial position of the Company.
Certain amendments to accounting standards have been published that are not
mandatory for 31 December 2025 reporting periods and have not been early
adopted by the Company:
· IFRS 18 - Presentation and Disclosure in Financial Statements
(replacing IAS 1 - Presentation of Financial Statements) (effective for annual
periods beginning on or after 1 January 2027).
3. Critical accounting judgements, estimates and assumptions
The preparation of Financial Statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Judgements
In addition to the judgements applied in concluding a basis of preparation
other than going concern described above, in the process of applying the
Company's accounting policies, management has made the following critical
judgements, which have the most significant effect on the amounts recognised
in the Financial Statements:
Assessment of control over the Partnership
The Company makes its investments through the Partnership in which it is the
sole limited partner.
The Board has assessed whether the Company has all the elements of control as
prescribed by IFRS 10 in relation to the Company's investment in the
Partnership and has concluded that although the Company is the sole limited
partner, it has some influence but does not control the Partnership and
therefore accounts for the Partnership at fair value.
Assessment of the Partnership as a structured entity
The Company considers the Partnership to be a structured entity under IFRS 12.
Transfer of funds by the Partnership to the Company is determined by the
General Partner (see Note 10). The risks associated with the Company's
investment in the Partnership are disclosed in Note 11. The summarised
financial information for the Company's investment in the Partnership is
disclosed in Note 6.
Estimates and assumptions
Fair valuation of investment in the Partnership
The area involving a high degree of judgement or complexity and where
assumptions and estimates are significant to the Financial Statements has been
identified as the risk of misstatement of the valuation of the investment in
the Partnership. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
The Board's determination that no discount or premium should be applied to the
net asset value of the Partnership involves a degree of judgement due to the
nature of the Partnership's investments and other assets and liabilities and
the valuation techniques and procedures adopted by the Partnership.
A summary of the more relevant aspects of IPEV to the valuation of the
Partnership's underlying valuations are set out below:
Marketable (Listed) Securities - where an active market exists for the
security, the value is stated at the bid price on the last trading day in the
period. Marketability discounts are not generally applied unless there is some
contractual, governmental or other legally enforceable restriction preventing
realisation at the reporting date.
Unlisted Investments - are carried at such fair value as the Investment
Manager considers appropriate, and as approved or adjusted by the Board,
taking into account the performance of each investee company and the exercise
of ratchets, options or other incentive schemes. Methodologies used in
arriving at the fair value include prices of recent investment, earnings
multiples, net assets, discounted cash flows analysis and industry valuation
benchmarks. Valuations may be derived by reference to observable valuation
measures for comparable companies or transactions (examples include discount
rates, forward oil prices, production multiples, volatility of comparable
public traded prices, and multiplying a key performance metric of the investee
company such as estimated, unobservable EBITDA by a relevant valuation
multiple observed in the range of comparable companies or transactions),
adjusted for differences between the investment and the referenced comparable.
The resulting accounting estimates will, by definition, seldom equal the
related actual results.
Climate change
In preparing the Financial Statements, the Directors have considered the
impact of climate change.
In preparing the Financial Statements, the Directors have considered the
shorter term cash flow impacts of climate change on a number of key estimates
included within the Financial Statements due to the Company having entered
Managed Wind-Down.
In line with IFRS the Partnership's investments are valued at fair value. In
determining the value of Partnership's Level 3 investments consideration is
made as to whether there are any specific climate risks which could directly
impact the value of such investments, including the estimates of future cash
flows and future profitability. In the current and previous period there is
no material impact to the value of the Partnership's Level 3 investments.
Having assessed the impact of Climate Change on the Company, the Directors
concluded this is not expected to have a significant impact on the going
concern and viability assessments.
4. Taxation
The Company has made an election to, and currently expects to conduct its
activities so as to be treated as a partnership for U.S. federal income tax
purposes. Therefore, the Company expects that it generally will not be liable
for U.S. federal income taxes. In the normal course of business, the Company
may form wholly owned subsidiaries, to be treated as C Corporations for U.S.
tax purposes. The C Corporations serve to protect the Company's public
investors from incurring U.S. ECI. The C Corporations file U.S. corporate tax
returns with the U.S. IRS and pay U.S. corporate taxes on its income. Each of
the Company's Shareholders who are liable for U.S. taxes will take into
account their respective share of the Company's items of income, gain, loss
and deduction in computing its U.S. federal income tax liability as if such
Shareholder had earned such income directly, even if no cash distributions are
made to the Shareholder.
The Company is exempt from taxation in Guernsey under the provisions of the
Income Tax (Exempt Bodies) (Guernsey) Ordinance, 2008 and is charged an annual
exemption fee of £1,600.
The Cayman Islands at present impose no taxes on profit, income, capital gains
or appreciations in value of the Partnership. There are also currently no
taxes imposed in the Cayman Islands by withholding or otherwise on the Company
as a limited partner of the Partnership on profit, income, capital gains or
appreciations in respect of its partnership interest nor any taxes on the
Company as a limited partner of the Partnership in the nature of estate duty,
inheritance or capital transfer tax.
Local taxes may apply at the jurisdictional level on profits arising in
operating entity investments. Further taxes may apply on distributions from
such operating entity investments. The company is structured, and has
structured its investments, to eliminate the incurrence of ECI by the
Company's investors. Based upon the current commitments and investments held
through REL US Corp., the future U.S. tax liability on profits is expected to
be in the range of 21 to 27.5 per cent. (31 December 2024: 21 to 27.5 per
cent.). Additionally, depending on REL US Corp's current and accumulated
earnings and profit, the future U.S. tax liability on distributions from REL
US Corp is expected to be between 0 per cent. and 30 per cent., respectively,
for those distributions determined to be return of capital and dividend
income. Any applicable taxes are captured in the Company's NAV through the
fair value movements in the underlying investments held by the Partnership and
its related Investment Undertakings.
The Organization for Economic Co-operation and Development ("OECD") introduced
a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion
("Pillar Two") model rules. Several OECD member countries have enacted tax
legislation based on certain elements of these rules that became effective on
January 1, 2024. Other jurisdictions have announced the intent to implement
these rules, but the rules remain subject to significant negotiation,
potential change, and phase-in periods.
The Board and Investment Manager have concluded that the Company falls outside
the scope of the Pillar Two rules, but will continue to monitor potential
future applicability and changes to these rules.
5. Fair value
IFRS 13 'Fair Value Measurement' requires disclosure of fair value measurement
by level. The level in the fair value hierarchy within which the financial
assets or financial liabilities are categorised is determined on the basis of
the lowest level input that is significant to the fair value measurement,
adjusted if necessary.
Financial assets and financial liabilities are classified in their entirety
into only one of the three levels:
· Level 1 - quoted prices (unadjusted) in active markets for
identical assets or liabilities;
· Level 2 - inputs other than quoted prices included within Level 1
that are observable for the assets or liabilities, either directly (i.e. as
prices) or indirectly (i.e. derived from prices);
· Level 3 - inputs for the assets or liabilities that are not based
on observable market data (unobservable inputs).
The Company's only financial instrument carried at fair value is its
investment in the Partnership which has been classified within Level 3 as it
is derived using unobservable inputs. Amounts classified under Level 3 for the
year ended 31 December 2025 were $121 million (31 December 2024: $373 million
).
The fair value of all other financial instruments approximates to their
carrying value.
Transfers during the period
There have been no transfers between levels during the year ended 31 December
2025 (31 December 2024: $nil). Any transfers between the levels will be
accounted for on the last day of each financial period. Due to the nature of
the investment in the Partnership, it is always expected to be classified
under Level 3.
Valuation methodology and process
The Directors base the fair value of the investment in the Partnership on the
value of the limited partnership capital account received from the General
Partner, which is determined on the basis of the fair value of the
Partnership's assets and liabilities, adjusted if necessary, to reflect
liquidity and other specific factors of the Partnership. This is based on
the components within the Partnership, principally the value of the
Partnership's investments in addition to cash, cash equivalents and short-term
money market and other fixed income securities held. Any fluctuation in the
value of the Partnership's investments in addition to cash, cash equivalents
and short-term money market and other fixed income securities held will
directly impact on the value of the Company's investment in the Partnership.
The Partnership's investments are valued using the techniques described in the
Company's valuation policy. The Investment Manager's assessment of fair value
of investments held by the Partnership, through Investment Undertakings, is
determined in accordance with IPEV Valuation Guidelines. When valuing the
Partnership's investments, the Investment Manager reviews information provided
by the underlying investee companies and other business partners and applies
IPEV methodologies, to estimate a fair value as at the date of the Statement
of Financial Position, subject to Board approval. It is the opinion of the
Directors, that the IPEV valuation methodology used in deriving a fair value
is generally not different from the fair value requirements of IFRS 13. In the
event that there is a difference, the requirements of IFRS 13 override the
IPEV requirements.
The Investment Manager values the investments on a quarterly basis using
common industry valuation techniques, including comparable public market
valuations, comparable merger and acquisition transaction valuations and
discounted cash flow valuations. For early-stage private investments,
Riverstone's investment due diligence process includes assumptions about
short-term financial results in determining the appropriate purchase price for
the investment. The techniques used in determining the fair value of the
Company's investments through the Partnership are selected on an
investment-by-investment basis so as to maximise the use of market based
observable inputs.
The Company's valuation policy is compliant with both IFRS and IPEV Valuation
Guidelines and is applied consistently from period to period. As the
Company's investments held in its structure are generally not publicly quoted,
valuations require meaningful judgement to establish a range of values, and
the ultimate value at which an investment is realised may differ from its most
recent valuation and the difference may be significant.
For the year ended 31 December 2025, the valuations of the Company's
investments, through the Partnership, are detailed in the Investment Manager's
Report.
Qualitative Information for Level 3 Fair Value Measurements as at 31 December
2025
Industry: Energy
Range
Fair value of Level 3 Investments (in thousands) Valuation technique(s) Unobservable input(s) Low ((1)) High ((1)) Weighted Average ((1)) Sensitivity of the Fair value of Level 3
input to fair value of Investments affected by unobservable input ((3)) (in thousands)
Level 3 investments((2))
$56,610 Public comparables 2025E EV / EBITDA multiple 10.0x 30.0x 28.4x 25 per cent. change in the input would result in 3 per cent. change in the 23,156
total fair value of Level 3 investments
2025E EV / Revenue Multiple 5.0x 10.0x 9.6x 25 per cent. change in the input would result in 2 per cent. change in the 23,156
total fair value of Level 3 investments
2026E EV / Revenue Multiple 1.0x 13.2x 10.9x Negative 30 per cent. change in the input would result in 3 per cent. decrease 32,855
in the total fair value of Level 3 investment, while a positive 30% change in
the input would result in a 1 per cent. increase in the total fair value of
Level 3 investments
$49,395 Other((5))
$106,005 Total
Qualitative Information for Level 3 Fair Value Measurements as at 31 December 2024
Industry: Energy
Range
Fair value of Level 3 Investments (in thousands) Valuation technique(s) Unobservable input(s) Low ((1)) High ((1)) Weighted Average ((1)) Sensitivity of the Fair value of Level 3
input to fair value of Investments affected by unobservable input ((3)) (in thousands)
Level 3 investments((2))
$49,531 Public comparables 2024E EV / EBITDA Multiple 19.0x 49.0x 47.0x 25 per cent. weighted average change in the input would result in 2 per cent. 23,156
change in the total fair value of Level 3 investments
2024E EV / Revenue Multiple((5)) 6.0x 12.0x 11.6x 25 per cent. weighted average change in the input would result in 1 per cent. 23,156
change in the total fair value of Level 3 investments
2025E EV / EBITDA Multiple 11.0x 31.0x 29.6x 25 per cent. weighted average change in the input would result in 2 per cent. 23,156
change in the total fair value of Level 3 investments
2025 EV / Revenue Multiple 1.5x 9.6x 7.1x 20 per cent. weighted average change in the input would result in 2 per cent. 49,531
change in the total fair value of Level 3 investments
2026E EV / Revenue Multiple 1.3x 5.7x 4.1x 20 per cent. weighted average change in the input would result in 2 per cent. 26,375
change in the total fair value of Level 3 investments
2027E EV / EBITDA Multiple((4)) 2.0x 4.0x 3.0x 15 per cent. weighted average change in the input would result in 1 per cent. 23,375
change in the total fair value of Level 3 investments
$46,576 Other((5))
$96,106 Total
((1)) Calculated based on fair values of the Partnership's Level 3
investments.
((2)) Based on its professional experience and recent market conditions, the
Investment Manager has provided the Board with these weighted average change
in the inputs with a forecasted time period of 6 to 12 months.
((3)) Some of the Partnership's Level 3 investments are valued using one or
more of the techniques which utilise one or more of the unobservable inputs,
so the amounts in the "Fair value of Level 3 investments" column will not
aggregate to the total fair value of the Partnership's Level 3 investments as
they have not been adjusted to reflect the specific weighting applied to each
method at the year end.
((4)) As at 31 December 2025, the sensitivity of this unobservable input to
the total fair value of Level 3 investments was determined to be insignificant
by applying the same methodology that determined it to be significant as at 31
December 2024.
((5)) 'Other' include certain investments that are not subject to a
sensitivity analysis because they are insensitive to the changes in inputs set
out above as at 31 December 2025 and 31 December 2024, respectively.
The Board reviews and considers the fair value of each of the Partnership's
investments arrived at by the Investment Manager before incorporating such
values into the fair value of the Partnership. The variety of valuation bases
adopted, quality of management information provided by the underlying investee
companies and the lack of liquid markets for a number of these investments
mean that there are inherent difficulties in determining the fair value of
these investments and such difficulties cannot be eliminated.
Therefore, the amounts realised on the sale of certain of these investments
may differ from the fair values reflected in these Financial Statements and
incorporated into the fair value of the Company's investment in the
Partnership and the differences may be significant.
The Board approves the valuations performed by the Investment Manager and
monitors the range of reasonably possible changes in significant observable
inputs on a regular basis with consultation from the Investment Manager. Using
its extensive industry experience, the Investment Manager provides the Board
with its determination of the reasonably possible changes in significant
unobservable inputs in normal market conditions as of the year end.
The Directors have considered whether a discount or premium should be applied
to the net asset value of the Partnership and have concluded that as the
Partnership's underlying assets are measured at fair value, no adjustment to
the net asset value of the Partnership has been deemed to be necessary (see
Note 3).
6. Investment at fair value through profit or loss
The movement in fair value is derived from the fair value movements in the
underlying investments held by the Partnership, net of income and expenses of
the Partnership and its related Investment Undertakings, including any
applicable taxes. The table below reconciles the Company's Level 3 assets
during the year.
31 December 31 December
2025 2024
$'000 $'000
Cost
Brought forward 769,332 987,014
Distribution from the Partnership (281,021) (217,682)
Carried forward 488,311 769,332
Fair value movement through profit or loss
Brought forward (396,768) (320,990)
Fair value movement during the year - see Summary Income Statement below 29,327 (75,778)
Carried forward (367,441) (396,768)
Fair value at year end 120,870 372,564
Summary financial information for the Partnership's investments and its
related Investment Undertakings
Summary Balance Sheet 31 December 31 December
2025 2024
$'000 $'000
Investments at fair value 106,452 311,611
Cash and cash equivalents ((1)) 14,786 62,604
Management fee payable - see Note 10 (252) (1,041)
Other net assets (116) (610)
Fair value of the Company's investment in the Partnership 120,870 372,564
( )
((1)) These figures, together with the $0.4 million held at REL US Corp (31
December 2024: $14 million), comprise the $15.2 million cash and cash
equivalents held in the Partnership (31 December 2024: $77 million).
Reconciliation of Partnership's investments at fair value 31 December 31 December
2025 2024
$'000 $'000
Investments at fair value - Level 1 - 201,075
Investments at fair value - Level 3 - see Note 5 106,005 96,106
Investments at fair value((1)) 106,005 297,181
Cash and cash equivalents 447 14,430
Partnership's investments at fair value 106,452 311,611
((1) ) Partnership holds investments indirectly through
Investment Undertaking
Summary Income Statement 1 January 1 January
2025 to 2024 to
31 December 31 December
2025 2024
$'000 $'000
Unrealised and realised gain/(loss) on Partnership's investments 30,495 (80,171)
Interest and other income 4,610 11,224
Management fee expense - see Note 10 (3,965) (6,127)
Other operating expenses (1,813) (704)
Portion of the operating gain/(loss) for the year attributable to the 29,327
Company's investment in the Partnership
(75,778)
Reconciliation of unrealised and realised gain/(loss) on Partnership's 1 January 1 January
investments
2025 to 2024 to
31 December 31 December
2025 2024
$'000 $'000
Unrealised (loss)/gain on Partnership's investments (47,658) 3,843
Realised gain/(loss) on Partnership's investments 78,342 (83,880)
Release of provision for taxation (189) (134)
Unrealised and realised gain/(loss) on Partnership's investments 30,495
(80,171)
7. Cash and cash equivalents
These comprise cash and short-term bank deposits available on demand. The
carrying amounts of these assets approximate to their fair value.
8. Trade and other payables
31 December 31 December
2025 2024
$'000 $'000
Adjustment Payments payable 3,584 -
Liquidation cost accruals 652 -
Compulsory redemption fees 384 -
Other creditors 217 -
Accruals 496 626
5,333 626
9. Share capital
31 December 31 December
2025 2024
$'000 $'000
Authorised:
Ordinary Shares of no par value Unlimited Unlimited
Total Total
No. No.
Issued and fully paid:
Unlimited Shares of no par value
Shares as at inception - -
Issued on 23 May 2013 1 1
Issued on 29 October 2013 71,032,057 71,032,057
Issued on 10 October 2014 5,000,000 5,000,000
Issued on 11 December 2015 8,448,006 8,448,006
Cancelled during year ended 31 December 2018 (4,583,333) (4,583,333)
Cancelled during year ended 31 December 2020 (16,958,265) (16,958,265)
Cancelled during year ended 31 December 2021 (8,000,867) (8,000,867)
Cancelled during year ended 31 December 2022 (4,045,941) (4,045,941)
Cancelled during year ended 31 December 2023 (8,695,869) (8,695,869)
Cancelled during year ended 31 December 2024 (16,853,098) (16,853,098)
Cancelled during year ended 31 December 2025 (751,311) -
Compulsory Redemption of Shares - 23 October 2025 (17,256,964) -
Shares as at year end 7,334,416 25,342,691
Share capital $'000 $'000
Share capital brought forward 820,655 1,038,721
Movements for the year:
Cancellation of shares (257,488) (218,056)
Share capital as at year end 563,177 820,665
The Company has one class of Ordinary Shares. The issued value of the Ordinary
Shares represents 100 per cent. of the total issued value of all share
capital. Under the Company's Articles of Incorporation, on a show of hands,
each Shareholder present in person or by proxy has the right to one vote at
general meetings. On a poll, each Shareholder is entitled to one vote for
every Share held.
Shareholders are entitled to all dividends paid by the Company and, on a
winding up, providing the Company has satisfied all of its liabilities, the
Shareholders are entitled to all of the surplus assets of the Company. The
Ordinary Shares have no right to fixed income.
The Company continued to execute its share buyback programme during the first
half of the year, reflecting the ongoing commitment to deliver value for
Shareholders and reduce the discount to NAV. From inception to 31 May 2025,
the Company had repurchased, through the share buyback programme, a total of
37,075,536 shares at an average price of £4.44 ($5.67), returning
approximately £164.5 million ($210.1 million) of capital to Shareholders.
During the year ended 31 December 2025, the Company purchased and cancelled
751,311 shares at an average price of £7.33 per share. Following these
transactions, the Company had 24,591,380 ordinary shares in issue up to 31 May
2025. In conjunction with the Managed Wind-Down, the Company agreed that it
will not return cash other than by way of pro rata compulsory redemption of
Ordinary Shares without the prior consent of the Investment Manager (such
consent to be exercised by the Investment Manager in its sole discretion).
As announced on 8 October 2025, confirming its intention to return
approximately £190 million to Shareholders by way of a pro rata compulsory
redemption of ordinary shares, on 23 October the Company redeemed 17,256,964
Shares (representing approximately 70 per cent. of the Company's issued share
capital) for cancellation at a Redemption Price of £11.01 per Share.
Following the redemption, the Company had 7,334,416 Shares in issue and does
not hold any Shares in Treasury.
As at 31 December 2025, the share capital of the Company was 7,334,416
Ordinary Shares in aggregate.
10. Related party transactions
The following parties are considered to be the Company's related parties as
defined by IFRS.
Directors
The Company has four Non-executive Directors (31 December 2024: five). The
Chair of the Board is entitled to annual remuneration of £145,200 (31
December 2024: £145,200). The Chair of the Audit Committee is entitled to
annual remuneration of £90,750 (31 December 2024: £90,750), the Chair of the
Management Engagement Committee is entitled to annual remuneration of £78,650
(31 December 2024: £78,650) and the Chair of the Nomination and Remuneration
Committee is entitled to remuneration of £78,650 (31 December 2024:
£78,650).
Directors' fees and expenses for the year ended 31 December 2025 amounted to
$593,235 (31 December 2024: $705,517). No Directors' expenses were outstanding
at year-end (31 December 2024: $nil).
Partnership
In accordance with section 4.1(a) of the Partnership Agreement, the Company
received distributions in aggregate of $281 million (31 December 2024: $217.7
million) from the Partnership through the year to 31 December 2025. In
accordance with section 4.1(a) of the Partnership Agreement, in the event of
the Company requiring additional funds for working capital, it is entitled to
receive distributions from the Partnership.
Investment Manager
The Investment Manager, an affiliate of Riverstone, provides advice to the
Company and the General Partner on the origination and completion of new
investments, on the management of the portfolio and on realisations, as well
as on funding requirements, subject to Board approval.
For the provision of services under the Investment Management Agreement (the
"IMA"), up to the conclusion of the EGM held on 22 August 2025, the Investment
Manager was paid in cash out of the assets of the Partnership an annual
management fee equal to 1.5 per cent. per annum of the Company's Net Asset
Value (including cash). The fee was payable quarterly in arrears and each
payment was calculated using the quarterly Net Asset Value as at the relevant
quarter end.
The Directors fee during the year did not reduce the 31 December 2025
quarter-end management fee (31 December 2024: reduction of $368,450 of the
quarter-end management fee).
During the year ended 31 December 2025, the Partnership incurred management
fees of $3,965,373 (31 December 2024: $6,126,603) of which $251,846 remained
outstanding as at the year-end (31 December 2024: $2,192,927). In addition,
the Company and Partnership, in aggregate, reimbursed the Investment Manager
$777,277 in respect of amounts paid on their behalf for the year (31 December
2024: $1,065,522).
The circumstances in which the Company and the Investment Manager may
terminate the Investment Management Agreement were amended post the conclusion
of the EGM held on 22 August 2025 and are now summarised as follows:
The Company is permitted to terminate the IMA:
· At any time prior to the date on which the Company's investments
comprise only cash and cash equivalents and the Investment Manager has
received all Adjustment Payments due in accordance with the terms of the IMA
(the "Managed Wind-Down Completion Date") by giving six months' written notice
to the Investment Manager;
· At any time after the Managed Wind-Down Completion Date,
immediately on written notice to the Investment Manager; and
· At any time by giving:
o three months' written notice to the Investment Manager if, in the
unanimous opinion of the Board, acting reasonably, the Investment Manager is
in material breach of any of its material obligations under the IMA, the
Partnership Agreement, and the governing agreements of any of the
Partnership's intermediate entities, unless such breach has been remedied to
the reasonable satisfaction of the Company within such three-month period; or
o immediate written notice to the Investment Manager if, in the unanimous
opinion of the Board, acting reasonably, the Investment Manager or the General
Partner commits an act of fraud or wilful misconduct in relation to the
Company which results in material harm to the Company's business.
The Investment Manager is permitted to terminate the IMA:
· At any time prior to the Managed Wind-Down Completion Date, by
giving six months' written notice to the Company; and
· At any time, immediately on written notice to the Company, if the
Partnership or any of its intermediate entities is in material breach of any
of their material obligations under the IMA (and such breach is not due to the
acts or omissions of the Investment Manager), unless such breach has been
remedied to the reasonable satisfaction of the Investment Manager within three
months of the Investment Manager giving written notice specifying the breach;
or
· Immediately on written notice to the Company if:
o the Company ceases to hold appropriate regulatory authorisation in
Guernsey;
o the Board makes a further material change to its investment policy without
the prior consent of the Investment Manager;
o the Company undergoes a change of control and the Ordinary Shares cease to
be listed on the Official List;
o the Board (1) raises new equity or distributes any income or capital of
any member of the Company group except with the prior written consent of the
Investment Manager; or (2) returns or distributes capital of the Company by
way of a compulsory redemption of Ordinary Shares other than in accordance
with the provisions of the Company's new Articles of Association and the IMA.
Any party may terminate the IMA immediately by written notice to the others if
a party:
· Fails or becomes unable to pay its debts as they fall due;
· Has an administrator or similar officer or an administrative
receiver appointed over, or any encumbrancer takes possession of, the whole or
any significant part of its undertaking or assets; or
· Passes a resolution for winding up (otherwise than for the
purpose of a bona fide scheme for solvent amalgamation or reconstruction).
Following the various resolutions that were approved at the EGM held on 22
August 2025, the Company's investment objective and policy changed and as a
consequence the IMA was revised to outline new terms of appointment for the
Investment Manager for the period of the Managed Wind-Down.
The management fee payable by the Company with effect from 22 August 2025 has
been reduced from 1.5 per cent. per annum of the Company's Net Asset Value
(including cash) to 1 per cent. per annum of Net Asset Value (excluding
cash), subject until 31 December 2027 to a minimum fee of $500,000 per annum,
pro-rated for any partial year. The management fee continues to be payable
quarterly in arrears and each payment continues to be calculated using the
quarterly Net Asset Value of the Company (excluding cash) as at the relevant
quarter end.
The revisions to the IMA from 22 August 2025 also;
· removed the fee offset obligation of the Investment Manager to
reimburse the Company when the total of all directors' fees, travel costs and
related expenses of the Directors exceeded certain annual limits, previously
set at 0.084 per cent. of the latest NAV of the Company. From the
commencement of the Managed Wind-Down the Company is now responsible for the
payment of all directors' fees, costs and related expenses;
· required the Company to reimburse the Investment Manager for
50 per cent. of its reasonably incurred and documented external legal fees
and expenses associated with agreeing the terms of the Managed Wind-Down and
the implementation of the Proposed Amendments, provided that (other than in
respect of certain Investment Undertakings which form part of the Company's
investment holding structure) the Company was not responsible for reimbursing
the Investment Manager in respect of any legal costs incurred in relation to
any document to which the Company is not a party. The Company reimbursed
approximately $0.2 million to the Investment Manager in respect of this
clause; and
· provided the Investment Manager (in its own capacity or on behalf
of its associates and/or any one or more Other Riverstone Funds) with a right
of last look in respect of Private Portfolio investments during the term of
the revised Investment Management Agreement and for a period of two years
thereafter (save where the Investment Management Agreement has been terminated
by way of Company Cause Termination). The Investment Manager's right of last
look gives the Investment Manager or its nominated associate the right to
acquire (in its own capacity or on behalf of one or more Other Riverstone
Funds) all or any part of the investments in the Private Portfolio proposed to
be sold by the Company to a third party, on materially the same terms offered
to that third party by paying a 5 per cent. premium to the price offered for
the relevant investment by such third party.
In addition, the Partnership Agreement with the General Partner has also been
amended to eliminate, on commencement of the Managed Wind-Down, the
termination payment otherwise payable to the General Partner, an entity in the
same group as the Investment Manager. Details are noted in the next section.
General Partner
The General Partner makes all management decisions, other than investment
management decisions, in relation to the Partnership and controls all other
actions by the Partnership.
As a consequence of entering into the Managed Wind-Down, the performance
allocation arrangements during the year in respect of the Company's investment
portfolio ceased to apply from 22 August 2025. In view of the performance of
the Company to that date, there were no performance allocations or fees due to
the Investment Manager.
In addition, the Partnership Agreement with the General Partner has also been
amended to eliminate, on commencement of the Managed Wind-Down, the
termination payment otherwise payable to the General Partner. For the
avoidance of doubt, no termination payment was triggered by the Company
entering Managed Wind-Down.
However, in consideration for the changes, principally in-lieu of those
related to the removal of the previous termination payment provisions included
in the Partnership Agreement, the Company, the Investment Manager and the
other parties to the IMA and the Partnership Agreement agreed to provide for
the payment by the Company to the Investment Manager of certain cash amounts
(the "Adjustment Payments") during the Managed Wind-Down period.
The initial Adjustment Payment due from the Company on entering Managed
Wind-Down was $21.2 million, paid on 8 September 2025 and was calculated at
7.5 per cent. on the combined value as at 30 June 2025 of the cash balances
and the remaining unsold publicly listed investments as at the commencement of
the Managed Wind-Down period. Subsequent Adjustment Payments due to the
Investment Manager arising from the orderly realisation of the Company's
investment portfolio during the Managed Wind-Down period will also be
calculated at 7.5 per cent. on the cash proceeds received by the Company
from such disposals.
Adjustment Payments of $3,578,586, related to the realisation of Onyx Power
and $4,958 related to the realisation of Rock Oil, have been accrued at 31
December 2025. In total, Adjustment Payments recognised during the year
amounted to $24.9 million.
Cornerstone Investors
Each of the Cornerstone Investors has acquired an indirect economic interest
in each of the General Partner and the Investment Manager depending on the
size of their commitment and the total issue size, up to an aggregate maximum
indirect economic interest of 20 per cent. in each, for nominal consideration.
These interests entitle the Cornerstone Investors to participate in the
economic returns generated by the General Partner and the Investment Manager,
which receives the management fee.
11. Financial risk management
Financial risk management objectives
The Company's investing activities, through its investment in the Partnership,
intentionally expose it to various types of risks that are associated with the
underlying investee companies of the Partnership, including the ongoing
volatility in the oil and gas market. The Company makes the investment in
order to generate returns in accordance with its investment policy and
objectives.
The most important types of financial risks to which the Company is exposed
are market risk (including price, interest rate and foreign currency risk),
liquidity risk and credit risk. The Board of Directors has overall
responsibility for the determination of the Company's risk management and sets
policy to manage that risk at an acceptable level to achieve those objectives.
The policy and process for measuring and mitigating each of the main risks are
described below.
The Investment Manager and the Administrators provide advice to the Company
which allows it to monitor and manage financial risks relating to its
operations through internal risk reports which analyse exposures by degree and
magnitude of risks. The Investment Manager and the Administrators report to
the Board on a quarterly basis.
Categories of financial instruments
31 December 31 December
2025 2024
$'000 $'000
Financial assets
Investment at fair value through profit or loss:
Investment in the Partnership 120,870 372,564
Other financial assets:
Cash and cash equivalents 1,923 1,459
Trade and other receivables 435 2,447
Financial liabilities
Financial liabilities:
Trade and other payables (5,333) (626)
Capital risk management
The Company manages its capital to ensure that the Company will be able to
continue through the Managed Wind-Down period while maximising the capital
return to Shareholders. The capital structure of the Company consists of
issued share capital and retained earnings, as stated in the Statement of
Financial Position.
During the year, the Company bought and cancelled 751,311 Ordinary Shares. The
Company redeemed 17,256,964 Shares for cancellation at a Redemption Price of
£11.01 per Share. There are no external capital requirements imposed on the
Company.
The Company's revised investment policy is set out in the Investment Policy
section of the Annual Report.
Market risk
Market risk includes price risk, foreign currency risk and interest rate risk.
(a) Price risk
The underlying investments held by the Partnership present a potential risk of
loss of capital to the Partnership and hence to the Company. The Company
invests through the Partnership. Price risk arises from uncertainty about
future prices of underlying financial investments held by the Partnership,
which at year-end was $106,004,600 (31 December 2024: $297,181,380). Please
refer to Note 5 for quantitative information about the fair value measurements
of the Partnership's Level 3 investments.
The Partnership is exposed to a variety of risks which may have an impact on
the carrying value of the Company's investment in the Partnership. The
Partnership's risk factors are set out in (a)(i) to (a)(iii) below.
(i) Not actively traded
The Partnership's investments are not generally traded in an active market but
are indirectly exposed to market price risk arising from uncertainties about
future values of the investments held. The underlying investments of the
Partnership vary as to industry sub-sector, geographic distribution of
operations and size, all of which may impact the susceptibility of their
valuation to uncertainty.
(ii) Concentration
The Company, through the Partnership, invested in the global energy sector.
This means that the Company is exposed to the risk of the global energy
sector, which may further relate to sub-sector, geography, and the relative
size of an investment or other factors. Whilst the Company is subject to the
investment and diversification restrictions in its investment policy, within
those limits, material concentrations of investments have arisen.
Although the investments are in the same industry, this risk is managed
through investments being monitored on a regular basis by the Investment
Manager.
The Board and the Investment Manager monitor the concentration of the
investment in the Partnership on a quarterly basis to ensure compliance with
the investment policy.
(b) Foreign currency risk
The Company has exposure to foreign currency risk due to the payment of some
expenses in Pounds Sterling. Consequently, the Company is exposed to risks
that the exchange rate of its currency relative to other foreign currencies
may change in a manner that has an adverse effect on the value of that portion
of the Company's assets or liabilities denominated in currencies other than
the U.S. Dollar. The risk is not considered material.
The following tables set out, in U.S. Dollars, the Company's total exposure to
foreign currency risk and the net exposure to foreign currencies of the
monetary assets and liabilities:
As at 31 December 2025 $ £ Total
Assets $'000 $'000 $'000
Non-current assets
Investment in the Partnership 120,870 - 120,870
Total non-current assets 120,870 - 120,870
Current assets
Trade and other receivables 400 35 435
Cash and cash equivalents 136 1,787 1,923
Total current assets 536 1,822 2,358
Current liabilities
Trade and other payables 4,399 934 5,333
Total current liabilities 4,399 934 5,333
Total net assets 117,007 888 117,895
As at 31 December 2024 $ £ Total
Assets $'000 $'000 $'000
Non-current assets
Investment in the Partnership((1)) 372,564 - 372,564
Total non-current assets 372,564 - 372,564
Current assets
Trade and other receivables 2,404 43 2,447
Cash and cash equivalents 1,167 292 1,459
Total current assets 3,614 292 3,906
Current liabilities
Trade and other payables 278 348 626
Total current liabilities 278 348 626
Total net assets 375,900 (56) 375,844
((1)) Includes the fair value of one investment held through the Partnership,
Veren, denominated in CAD and therefore subject to foreign currency risk. This
investment had an aggregate fair value of $42.2 million as at 31 December
2024.
(c) Interest Rate Risk
The Company's exposure to interest rate risk relates to the Company's cash and
cash equivalents held through the Partnership. The Company is subject to risk
due to fluctuations in the prevailing levels of market interest rates. Any
excess cash and cash equivalents are invested at short-term market interest
rates. As at the date of the Statement of Financial Position, the majority of
the cash and cash equivalents were held by the Partnership on interest bearing
fixed deposit accounts. Any exposure to interest rate risk at the underlying
investment level is captured within price risk.
The Company has no other interest-bearing assets or liabilities as at the
reporting date. As a consequence, the Company is only exposed to minimal
variable market interest rate risk. Management does not expect any residual
interest rate risk to be material, and therefore sensitivity analysis has not
been provided.
31 December 31 December
2025 2024
$'000 $'000
Non-interest bearing
Cash and cash equivalents 1,923 1,459
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of
Directors.
Liquidity risk is defined as the risk that the Company may not be able to
settle or meet its obligations on time or at a reasonable price.
The Company adopts a prudent approach to liquidity management and through the
preparation of budgets and cash flow forecasts maintains sufficient cash
reserves to meet its obligations. During the year, the Company received
distributions in aggregate of $281 million (£209 million ) from the
Partnership (2024: $217.7/£173.3 million) to continue to fund ongoing
expenses during the Managed Wind-Down and to settle compulsory redemption of
shares. As in prior years, in accordance with the Partnership Agreement, if
the Company requires additional funds for working capital or further
compulsory redemptions, it is entitled to receive further distributions from
the Partnership. In order to do so, the Company would submit a distribution
request approved by the Board to the Partnership, which would then be required
to arrange for the payment of the requested amount. Since the Company's
inception, it has requested and received distributions from the Partnership
for working capital needs. As at 31 December 2025, the Company, through the
Partnership, had available liquid resources of $15 million.
The Company's financial assets (excluding equity investments) and liabilities
have an expected maturity of less than 12 months from 31 December 2025 (2024:
less than 12 months from 31 December 2024). Based on the assessment outlined
above, the Board has concluded that, as of the date of this report, the
Company and Partnership have sufficient available liquid resources to meet
current liabilities as they fall due over the next 12 months.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company. Any
exposure to credit risk at the underlying investment level is captured within
price risk.
Financial assets mainly consist of cash and cash equivalents, trade and other
receivables, and investments at fair value through profit or loss. The
Company's risk on liquid funds, including those held by the Partnership((1)),
is reduced because it can only deposit monies with institutions with a minimum
credit rating of "single A". The Company mitigates its credit risk exposure on
its investment at fair value through profit or loss by the exercise of due
diligence on the counterparties of the Partnership, its General Partner and
the Investment Manager.
The table below shows the material cash balances and the credit rating for the
counterparties used at the year-end date:
31 December 31 December
2025 2024
Counterparty Location Rating $'000 $'000
Barclays Bank Plc Guernsey A+ 1,923 1,459
((1)) The Partnership holds its cash and cash equivalents ($19 million) at
Barclays Bank Plc (Rating: A+) and Citibank (Rating: A+).
The Company's maximum exposure to loss of capital from credit risk at the
year-end is shown below:
31 December 2025 Carrying Value and Maximum exposure
$'000
Other financial assets (including cash and cash equivalents but excluding 1,923
prepayments)
31 December 2024 Carrying Value and Maximum exposure
$'000
Other financial assets (including cash and cash equivalents but excluding 1,459
prepayments)
Gearing
As at the date of these Financial Statements the Company itself has no
gearing. The Company may have indirect gearing through the operations of the
underlying investee companies.
12. Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors, as a whole. The key measure of performance used by the Board to
assess the Company's performance and to allocate resources is the Total Return
of the Company's Net Asset Value and therefore no reconciliation is required
between the measure of profit or loss used by the Board and that contained in
the Financial Statements.
For management purposes, the Company is organised into one main operating
segment, which invests in one limited partnership.
All of the Company and the Partnership's income is derived from within
Guernsey and the Cayman Islands.
All of the Company's non-current assets are located in the Cayman Islands.
Due to the Company's nature, it has no customers.
13. Loss per Share and Net Asset Value per Share
Loss per Share
31 December 2025 31 December 2024
Basic / Diluted Basic / Diluted
Loss for the year ($'000) (461) (79,669)
Weighted average numbers of Shares in issue 21,271,122 30,136,226
Loss per share (cents) (2.17) (264.36)
The Loss per Share is based on the loss of the Company for the year and on the
weighted average number of Shares the Company had in issue for that year.
The weighted average number of Shares during the year is 21,271,122 (31
December 2024: 30,136,226).
There are no dilutive Shares in issue as at 31 December 2025 (31 December
2024: nil).
Net Asset Value per Share
31 December 2025 31 December 2024
Basic / Diluted Basic / Diluted
NAV ($'000) 117,895 375,844
Number of Shares in issue 7,334,416 25,342,691
Net Asset Value per Share ($) 16.07 14.83
Net Asset Value per Share (£) 11.94 11.81
Share Price (£) 7.23 7.86
Share Price ($) 9.73 9.87
Discount to NAV (per cent.) ($) 39.45 33.45
The Net Asset Value per Share is arrived at by dividing the net assets as at
the date of the Statement of Financial Position by the number of Ordinary
Shares in issue at that date.
The Discount to NAV is arrived at by calculating the percentage discount of
the Company's Net Asset Value per Share to the Company's closing Share price
as at the date of the Statement of Financial Position.
14. Auditor's Remuneration
Other operating expenses include but is not limited to all fees payable to the
auditor, which can be analysed as follows:
2025 2024
$'000 $'000
Ernst & Young LLP Audit fees 419 482
2025 2024
$'000 $'000
Ernst & Young LLP Interim Review fees 139 151
Ernst & Young Non-Audit fees 139 151
15. IFRS to US GAAP Reconciliation
The Company's Financial Statements are prepared in accordance with IFRS, which
in certain respects differ from US GAAP. In previous periods these differences
were not material and therefore no reconciliation was presented. A
reconciliation is presented for the current financial year ended 31 December
2025 as noted further below. For reference, please see below for a summary of
the key judgments and estimates taken into account with regards to the Company
as of 31 December 2025, as well as the Shareholders' financial highlights
required under US GAAP.
Assessment as an Investment Entity
As stated in Note 2, the Company meets the definition of an investment entity
under IFRS 10. Per US GAAP (Financial Services - Investment Companies (Topic
946): Amendments to the Scope, Measurement, and Disclosure Requirements or
"ASC 946"), the Company meets the definition of an investment company, and as
required by ASC 946, measures its investment in the Partnership at FVTPL,
which in turn measures its investment in the underlying investments at FVTPL.
The Company's Investment in the Partnership
As stated in Note 3, although the Company is the sole limited partner, it does
not control the Partnership (as that is attributable to the General Partner)
and, since the Company meets the definition of an investment company in
accordance with IFRS 10, it measures its investment in the Partnership at
FVTPL. Taking into consideration all applicable US GAAP requirements (ASC 946
and ASC 323), the Company accounts for its investment in the Partnership at
FVTPL which is similar to the IFRS 10 requirements.
Fair Value Measurements
The fair value of the underlying investments held by the Partnership are
determined based on valuation techniques and inputs that are observable and
unobservable in the market which market participants have access to and will
use to determine the exit price or selling price of the investments. The
change in valuation of the Company's investments held by the Partnership is
then reflected in the fair value of the Company's investment in the
Partnership. No additional disclosures are needed, as the applicable fair
value valuation techniques and disclosures are consistent to those made under
IFRS.
Liquidation Accounting Considerations
As stated in Note 2, the Company's Financial Statements have been prepared in
accordance with IFRS on a basis other than going concern due to the Company
being in a Managed Wind-Down process. Under IFRS, there is no comprehensive
basis of accounting equivalent to the liquidation basis prescribed under US
GAAP. Instead, the Company continues applying existing IFRS standards-such as
IAS 37 for provisions, and IAS 1 for presentation-assessing whether assets are
carried at their recoverable amounts and whether provisions are needed for
unavoidable costs. In contrast, US GAAP requires application of the
liquidation basis of accounting once liquidation is imminent, as set forth in
ASC 205-30. Under this guidance, assets are measured at the amount of cash or
other consideration expected to be collected during the Managed Wind-Down
process, and liabilities including all estimated ongoing running costs
expected to be incurred during the entire period of the Company's Managed
Wind-Down as well as the final estimated liquidation expenses are required to
be provided for. Both IFRS and US GAAP require the Company to also provide
for the expected final costs to be incurred on the appointment of a liquidator
in due course and that final winding up process once all investments have been
disposed of and all shareholders compulsorily redeemed.
Accordingly, the tables below illustrate the effect on the NAV and total
comprehensive loss for the year under IFRS for estimated ongoing operational
and liquidation expenses to be incurred over the expected two-year Managed
Wind-Down period which results in the NAV and total loss that would be
recognised under US GAAP liquidation accounting. The estimated liquidation
accounting adjustments reflected herein represent management's best estimates
as of the reporting date based on currently available information, including
estimated adjustment payments, professional fees, and operating expenses. No
US GAAP adjustments have been made to the carrying value of the investment
held by the Company in the Partnership. These estimates are inherently
uncertain and subject to change as the Managed Wind-Down process progresses.
31 December 2025
$'000
Net Assets under IFRS 117,895
Less: US GAAP Liquidation Accounting Adjustments (14,400)
Net Assets under US GAAP 103,495
31 December 2025
$'000
Total Comprehensive Loss for the Year under IFRS (461)
Less: US GAAP Liquidation Accounting Adjustments (14,400)
Net loss according to generally accepted accounting principles in the United (14,861)
States
Shareholders' Financial Highlights
Year Ended Year Ended
31 December 31 December
2025 2024
Expense ratio((1)) 13.7% 2.2%
Performance Allocation ratio((1)) 0.0% 0.0%
Total Expense and Performance Allocation ratio 13.7% 2.2%
Net investment loss ratio((2)) (13.0)% (1.1)%
Internal rate of return((3)), beginning of year (7.0)% (3.7)%
Internal rate of return((3)), end of year (4.0)% (7.0)%
Net contributed capital to total capital commitments((4)) 100.0% 100.0%
((1)) The expense ratio is calculated using total expenses of the
Company and the Partnership allocated to the Shareholders divided by the
Shareholders' average capital balance for the year presented.
((2)) The net investment loss ratio is the Shareholders' investment
income of the Company and Partnership reduced by total expenses of the Company
and the Partnership divided by the Shareholders' average capital balance for
the year presented. However, net investment loss does not include any realised
or unrealised gains/losses generated from the sale or recapitalisation of an
investment of the Partnership. Thus, net investment loss includes dividend and
interest income of the Company and the Partnership less the total expenses of
the Company and the Partnership incurred during the year presented.
((3)) The internal rate of return since the commencement of operations
("IRR") is computed based on the dates of the Shareholders' capital
contributions to the Company, distributions from the Company to the
Shareholders, and the fair value of the Shareholders' NAV as of 31 December
2025. The IRR of the Shareholders is net of all fees to the General Partner of
the Partnership. The computation of the IRR for an individual Shareholder may
vary from the IRR presented above due to the timing of capital transactions.
((4)) Net contributed capital is based on the Shareholders' gross
capital contributions.
16. Contingent liabilities
In the ordinary course of business, we monitor for anticipated costs where an
outflow of resources is considered probable and a reasonable estimate can be
made of the likely outcome.
Where an outflow is not probable but is possible a contingent liability may
still exist and its relevant details will be disclosed.
As disclosed in Note 10, subsequent Adjustment Payments due to the Investment
Manager arising from the orderly realisation of the Company's investment
portfolio during the Managed Wind-Down period will be calculated at
7.5 per cent. on the cash proceeds received by the Company from such
disposals.
Based on the 31 December 2025 valuations, the above Adjustment Payments would
result in an aggregate contingent liability of $4.2 million which consists of
Infinitum ($2.4 million), GoodLeap ($1.7 million) and Group14 ($0.1 million).
At the reporting date we are not aware of any evidence to indicate that a
present obligation exists, nor is it probable that an outflow of resources
will be required such that any amount should be provided for.
17. Post-Year End Update
On 2 January 2026, the Company announced a further commitment to its existing
investment in Infinitum to participate in the Series F financing, of which
approximately $5.0 million was funded prior to 31 December 2025 in the first
closing. In making its decision for the Company to participate in the Series F
financing, the Board took into account updates from the Investment Manager as
to Infinitum's proposed commercial strategy and future prospects.
On 2 February 2026, the Company announced the completion of the sale of 100%
of its interest in Onyx Power to ResInvest Group. The sale resulted in
proceeds of $50.4 million.
Alternative performance measures ("APMs")
This Annual Report and Accounts contain APMs, which are financial measures not
defined in IFRS. These include certain financial and operational highlights
and key financials as well as in the performance section of the Board Chair's
Statement. The definition of each of these APMs is shown below.
The Company assesses its performance using a variety of measures that are not
specifically defined under IFRS and are therefore termed APMs. The APMs that
the Company uses may not be directly comparable with those used by other
companies. These APMs are used to present a clearer picture of how the Company
has performed over the year and are all financial measures of historical
performance.
For the 2025 Annual Report, the APMs, Performance Allocation Ratio and Net
Contributed Capital to Total Capital Commitments are no longer deemed relevant
and have been removed from the below table.
The table below defines our APMs.
APM Definition Purpose Calculation and (where relevant) reconciliation to IFRS
NAV per Ordinary Share The Company's NAV divided by the number of Ordinary Shares. A measure of the value of one ordinary share. The net assets as shown on the statement of financial position ($118 million
as at 31 December 2025 and $376 million as at 31 December 2024) divided by the
number of Ordinary Shares in issue as at the calculation date (7,334,416 as at
31 December 2025 and 25,342,691 as at 31 December 2024).
Ordinary NAV total return The increase/decrease in the NAV per ordinary share. A measure of the overall financial performance of the Company. The difference in the NAV per Ordinary Share at the beginning and end of the
year from the statement of financial position ($16.07 for the year ended 31
December 2025 & $14.83 for the year ended 31 December 2024 as a percentage
of the opening NAV per Ordinary Share as shown in the Statement of Financial
Position (being $14.83 per ordinary share as at 31 December 2024 & $15.96
as at 31 December 2023).
Premium/(discount) to NAV The amount by which the ordinary share price is higher/lower than the NAV per A measure of the performance of the Company's share price relative to the NAV The difference between the Company's share price and NAV per Ordinary Share as
Ordinary Share, expressed as a percentage of the NAV per ordinary share. per Ordinary Share. a relative percentage of the NAV per Ordinary Share (39.45 per cent. as at 31
December 2025 and 33.4 per cent. as at 31 December 2024).
Annual total costs' impact on return per year The impact on return each year that total costs, including GP performance A measure to show how total costs, including GP performance allocation, affect Annual total costs of the Company and Partnership as a per cent. of average
allocation, have on the investment return. the return from the Company. NAV of the Company:
Total annual costs for the year ended 31 December 2025: $36,078,499 (31
December 2024: $10,962,967).
Average NAV of the Company for the year ended 31 December 2025: 305,077,406
(31 December 2024: $506,199,348).
Annual total costs' impact of return per year:
11.8 per cent. as of 31 December 2025 (2.2 per cent. as of 31 December 2024).
Reconciliation of Partnership's investments The annual investment value of the Partnership, including capital deployed A reconciliation of the Partnership's investments on an annual basis. For the year ended 31 December 2025:
into the Company's assets, cash received from the Company's investment
portfolio and the net unrealised change in value. $297 million - Brought Forward
$5 million - Capital Invested
$(142) million - Cash Proceeds
$(54) million - Change in Unrealised Gain/ (Loss)
$106 million - Carried Forward
For the year ended 31 December 2024:
$382 million - Brought Forward
$nil million - Capital Invested
$(5) million - Cash Proceeds
$(80) million - Change in Unrealised Gain/(Loss)
$297 million - Carried Forward
Expense Ratio The impact on return each year that total costs, excluding GP performance A measure to show how costs, excluding GP performance allocation, affect the As shown in Note 15, the expense ratio is calculated using total expenses of
allocation, have on the investment return. return from the Company. the Company and the Partnership allocated to the Shareholders divided by the
Shareholders' average capital balance for the year presented 13.0 per cent.
for the year ended 31 December 2025 & 2.2 per cent. for the year ended 31
December 2024).
Net Investment Loss Ratio The impact on return each year that total costs, net of interest income, have A measure to show how total costs, net of interest income, affect the return As shown in Note 15, the net investment loss ratio is the Shareholders'
on the investment return. from the Company. investment income of the Company and Partnership reduced by total expenses of
the Company and the Partnership divided by the Shareholders' average capital
balance for the year presented. However, net investment loss does not include
any realised or unrealised gains/losses generated from the sale or
recapitalisation of an investment of the Partnership. Thus, net investment
loss includes dividend and interest income of the Company and the Partnership
less the total expenses of the Company and the Partnership incurred during the
year presented. (13.7) per cent. for the year ended 31 December 2025 & 1.1
per cent. for the year ended 31 December 2024).
Internal Rate of Return The cumulative return on Shareholders' investment. A measure to show the return from the Company. As shown in Note 15, the internal rate of return since the commencement of
operations ("IRR") is computed based on the dates of the Shareholders' capital
contributions to the Company, distributions from the Company to the
Shareholders, and the fair value of the Shareholders' NAV as of 31 December
2025. The IRR of the Shareholders is net of all fees and performance
allocation to the General Partner of the Partnership.
(4.0) per cent. as of 31 December 2025
(7.0) per cent. as of 31 December 2024
(3.7) per cent. as of 31 December 2023
Glossary of Capitalised Defined Terms
"Adjustment Payments" means the payment by the Company to the Investment
Manager of certain cash payments in US dollars in connection with the Managed
Wind-Down principally arising from listed investments held at 30 June 2025,
subsequent disposals of investments and receipts of dividend income;
"Administrators" means collectively Ocorian Administration (Guernsey) Limited
acting as the appointed "Designated Administrator" in Guernsey and Petra Funds
Group, LLC acting to provide other selective administration services
(effective 22 August 2025);
"Admission" means admission, on 29 October 2013, to the Official List and/or
admission to trading on the London Stock Exchange, as the context may require,
of the Ordinary Shares becoming effective in accordance with the Listing Rules
and/or the LSE Admission Standards as the context may require;
"AEOI Rules" means Automatic Exchange of Information;
"AIC" means the Association of Investment Companies;
"AIC Code" means the AIC Corporate Governance Code;
"AIF" means Alternative Investment Funds;
"AIFM" means AIF Manager;
"AIFMD" means EU Alternative Investment Fund Managers Directive (No.
2011/61EU);
"Aleph Midstream" means Aleph Midstream S.A;
"Annual General Meeting" or "AGM" means the general meeting of the Company;
"Annual Report and Financial Statements" means the annual publication of the
Company provided to the Shareholders to describe their operations and
financial conditions, together with their Financial Statements;
"Anuvia" means Anuvia Plant Nutrients;
"APMs" means Alternative Performance Measures;
"Articles of Incorporation" or "Articles" means the articles of incorporation
of the Company, as amended from time to time;
"ASC 946" means per US GAAP (Financial Services - Investment Companies (Topic
946): Amendments to the Scope, Measurement, and Disclosure Requirements;
"Audit Committee" means a formal committee of the Board with defined terms of
reference;
"Board" or "Directors" means the directors of the Company;
"CAD" means Canadian dollar;
"CanEra III" means CanEra Inc.;
"Carrier II" means Carrier Energy Partners II LLC;
"Castex 2005" means Castex Energy 2005 LLC;
"Castex 2014" means Castex Energy 2014 LLC;
"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended);
"Company" means Riverstone Energy Limited;
"Company Secretary" means Ocorian Administration (Guernsey) Limited;
"Cornerstone Investors" means those investors who have acquired Ordinary
Shares and acquired a minority economic interest in the General Partner and in
the Investment Manager, being AKRC Investments LLC, Casita, L.P., KFI and
McNair;
"Corporate Brokers" means JP Morgan Cazenove and Deutsche Numis;
"C Corporation" means a C Corporation, under U.S. federal income tax law,
being a corporation that is taxed separately from its owners;
"CRS" means Common Reporting Standard;
"Depositary" means Ocorian Depositary Company (UK) Limited;
"Designated Administrator" means Ocorian Administration (Guernsey) Limited
(formerly Estera International Fund Managers (Guernsey) Limited);
"Disclosure Guidance and Transparency Rules" or "DTRs" mean the disclosure
guidance published by the FCA and the transparency rules made by the FCA under
section 73A of FSMA;
"Discontinuation Resolution" means a special resolution that was proposed and
not passed by the Company's Shareholders to discontinue the Company within six
weeks of the seventh anniversary of the Company's first Admission if the
trading price has not met the Target Price, and the Invested Capital Target
Return has not been met;
"Discount to NAV" means the situation where the Ordinary shares of the Company
are trading at a price lower than the Company's Net Asset Value;
"E&P" means exploration and production;
"Eagle II" means Eagle Energy Exploration, LLC;
"EBITDA" means earnings before interest, taxes, depreciation and amortisation;
"ECI" means effectively connected income, which refers to all income from
sources within the United States connected with the conduct of a trade or
business;
"EEA" means European Economic Area;
"EGM" means an Extraordinary General Meeting of the Company;
"Enviva" means Enviva Holdings, LP;
"ESG" means Environmental, Social and Governance;
"EU" means the European Union;
"EV" means enterprise value;
"FATCA" means Foreign Account Tax Compliance Act;
"FCA" means the UK Financial Conduct Authority (or its successor bodies);
"Fieldwood" means Fieldwood Energy LLC;
"Financial Statements" means the audited financial statements of the Company,
including the Statement of Financial Position, the Statement of Comprehensive
Income, the Statement of Cash Flows, the Statement of Changes in Equity and
associated notes;
"FRC" means Financial Reporting Council;
"FreeWire" means FreeWire Technologies, Inc.
"Fund V" means Riverstone Global Energy & Power Fund V, L.P.;
"Fund VI" means Riverstone Global Energy & Power Fund VI, L.P.;
"FVTPL" means Fair Value through the profit or loss;
"General Partner" means REL IP General Partner LP (acting through its general
partner, REL IP General Partner Limited), the general partner of the
Partnership and a member of the Riverstone group;
"GFSC" means the Guernsey Financial Services Commission;
"GFSC Code" means the GFSC Finance Sector Code of Corporate Governance;
"GoodLeap" means GoodLeap, LLC;
"Gross MOIC" means gross multiple of invested capital;
"Group14" means Group14 Technologies, Inc.;
"Henry Hub" means a pipeline interchange of natural gas in North America used
as a benchmark in gas pricing;
"HVAC" means heating, ventilation and air conditioning
"Hyzon" means Hyzon Motors, Inc.;
"IAS" means international accounting standards as issued by the Board of the
International Accounting Standards Committee;
"IFRS" means the International Financial Reporting Standards as adopted by the
European Union, being the principles-based accounting standards,
interpretations and the framework by that name issued by the International
Accounting Standards Board;
"ILX III" means ILX Holdings III LLC;
"Infinitum" means Infinitum Electric, Inc.;
"IRR" means the internal rate of return since the commencement of operations;
"Interim Report" means the Company's half yearly report and unaudited interim
condensed financial statements for the period ended 30 June;
"Investment Manager" or "IM" means RIL (effective through 17 August 2020) and
RIGL (effective after 17 August 2020) which are both majority-owned and
controlled by Riverstone;
"Investment Management Agreement" or "IMA" means the investment management
agreement dated 24 September 2013 between RIL, the Company and the Partnership
(acting through its General Partner) under which RIL is appointed as the
Investment Manager of both the Company and the Partnership (effective 17
August 2020), the 2(nd) Amended & Restated investment management agreement
effective after 17 August 2020 between RIGL, the Company and the Partnership
(acting through its General Partner) under which RIGL is appointed as the
Investment Manager of both the Company and the Partnership, the 3(rd) Amended
& Restatement investment management agreement effective 9 December 2020
between RIGL, the Company and the Partnership (acting through its General
Partner), and the 4(th) Amended & Restated agreement effective after 22
August 2025 between RIGL, the Company and the Partnership (acting through its
General Partner).;
"Invested Capital Target Return" means, as defined in the Articles, the Gross
IRR of 8 per cent. on the portion of the proceeds of the Issue (as such term
is defined in the Company's Prospectus) that have been invested or committed
to an investment ("Invested Capital") in respect of the period from the dates
of investment or commitment of that Invested Capital (being the dates from
which a management fee has been paid in respect of that Invested Capital) to
the seventh anniversary of the first Admission, calculated by reference to the
prevailing U.S. dollar valuations (as of the seventh anniversary of the first
Admission (or earlier disposal)) of the investment acquired with that Invested
Capital and sales proceeds of investments that have been disposed of prior to
such seventh anniversary and taking account of any distributions made on those
investments prior to the seventh anniversary of the first Admission;
"Investment Undertaking" means the Partnership, any intermediate holding or
investing entities that the Company or the Partnership may establish from time
to time for the purposes of efficient portfolio management and to assist with
tax planning generally and any subsidiary undertaking of the Company or the
Partnership from time to time;
"IPEV Valuation Guidelines" means the International Private Equity and Venture
Capital Valuation Guidelines;
"IPO" means the initial public offering of shares by a private company to the
public;
"IRS" means the Internal Revenue Service, the revenue service of the U.S.
federal government;
"ISA" means International Standards on Auditing (UK);
"ISIN" means an International Securities Identification Number;
"KFI" means Moore Capital Management, formerly known as Kendall Family
Investments, LLC, a cornerstone investor in the Company;
"Liberty II" means Liberty Resources II LLC;
"Listing Rules" means the listing rules made by the UK Listing Authority under
section 73A Financial Services and Markets Act 2000;
"London Stock Exchange" or "LSE" means London Stock Exchange plc;
"Loss per Share" means the Loss per Ordinary Share and is expressed in U.S.
dollars;
"LSE Admission Standards" means the rules issued by the London Stock Exchange
in relation to the admission to trading of, and continuing requirements for,
securities admitted to the Official List;
"Management Engagement Committee" means a formal committee of the Board with
defined terms of reference;
"Management Fee" means the management fee to which the Investment Manager is
entitled;
"Managed Wind-Down" means an orderly realisation of the Company's investment
portfolio;
"Managed Wind-Down period" means the expected timeframe of the Managed
Wind-Down, where all assets are liquidated and outstanding liabilities are
settled, which is expected to run to 31 December 2027;
"McNair" means RCM Financial Services, L.P. for the purposes of acquiring
Ordinary Shares and Palmetto for the purposes of acquiring a minority economic
interest in the General Partner and the Investment Manager;
"Meritage III" means Meritage Midstream Services III, L.P.;
"MMBtu" means one million British thermal units;
"NAV per Share" means the Net Asset Value per Ordinary Share;
"Net Asset Value" or "NAV" means the value of the assets of the Company less
its liabilities as calculated in accordance with the Company's valuation
policy and expressed in U.S. dollars;
"Net MOIC" means gross multiple of invested capital net of taxes and
performance allocation on gross profit;
"Nomination and Remuneration Committee" means a formal committee of the Board
with defined terms of reference;
"NURS" means non-UCITS retail schemes;
"Official List" is the list maintained by the Financial Conduct Authority
(acting in its capacity as the UK Listing Authority) in accordance with
Section 74(1) of the Financial Services and Markets Act 2000;
"Onyx Power" means Onyx Strategic Investment Management I BV;
"Ordinary Shares" means redeemable ordinary shares of no par value in the
capital of the Company issued and designated as "Ordinary Shares" and having
the rights, restrictions and entitlements set out in the Articles;
"Origo" means Origo Exploration Holding AS;
"Other Riverstone Funds" means other Riverstone-sponsored, controlled or
managed entities, including Fund VI, which are or may in the future be managed
or advised by the Investment Manager or one or more of its affiliates,
excluding the Partnership;
"Our Next Energy" means Our Next Energy, Inc.;
"Partnership" means Riverstone Energy Investment Partnership, L.P., the
Investment Undertaking in which the Company is the sole limited partner;
"Partnership Agreement" means the partnership agreement in respect of the
Partnership between inter alios the Company as the sole limited partner and
the General Partner as the sole general partner dated 23 September 2013;
"Performance allocation" means the performance allocation to which the General
Partner is entitled;
"Permian Resources" means Permian Resources Corporation;
"Pipestone Energy" means Pipestone Energy Corp.;
"POI Law" means the Protection of Investors (Bailiwick of Guernsey) Law, 2020,
as amended;
"Private Portfolio" means privately held investments in Onyx Power, GoodLeap,
Infinitum and Group14;
"Private Riverstone Funds" means Fund V and all other private multi-investor,
multi-investment funds that are launched after Admission and are managed or
advised by the Investment Manager (or one or more of its affiliates) and
excludes Riverstone employee co-investment vehicles and any Riverstone managed
or advised private co-investment vehicles that invest alongside either Fund V
or any multi-investor multi-investment funds that the Investment Manager (or
one or more of its affiliates) launches after Admission;
"Proposed Amendments" means the amendments proposed to be made to the Existing
IMA in connection with the Proposals;
"Prospectuses" means the prospectus published on 24 September 2013 by the
Company in connection with the IPO of Ordinary Shares and further prospectus
published on 23 November 2015;
"PRT" means Riverstone Performance Review Team;
"RCO" means Riverstone Credit Opportunities, L.P.;
"Ridgebury H3" means Ridgebury H3, LLC;
"RIGL" means RIGL Holdings, LP;
"RIL" means Riverstone International Limited;
"Riverstone" means Riverstone Holdings LLC and its affiliated entities (other
than the Investment Manager and the General Partner), as the context may
require;
"Rock Oil" means Rock Oil Holdings, LLC;
"SEC" means the U.S. Securities and Exchange Commission;
"Shareholder" means the holder of one or more Ordinary Shares;
"Sierra" means Sierra Oil and Gas Holdings, L.P.;
"SOC 1" means Service Oragnisation Controls 1, "Assurance Report on Controls
at a Service Organisation";
"Solid Power" means Solid Power, Inc.;
"Stewardship Code" means the UK Stewardship Code;
"Target Price" means, as defined in the Articles, £15.00, subject to (a)
downward adjustment in respect of the amount of all dividends and other
distributions, stock splits and equity issuances below the prevailing NAV per
Ordinary Share made following the first Admission and (b) upward adjustment to
take account of any share consolidations made following the first Admission;
"Tender Offer" means the £18.4 million in value of ordinary shares acquired
by the Company in 2023;
"Three Rivers III" means Three Rivers Natural Resources Holdings III LLC;
"Total Return of the Company's Net Asset Value" means the capital appreciation
of the Company's Net Asset Value plus the income received from the Company in
the form of dividends;
"T-REX" means T-REX Group, Inc.;
"Tritium" means Tritium DCFC Limited;
"UCITS" means undertakings for collective investment in transferable
securities;
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland;
"UK Code" means The UK Corporate Governance Code 2018, issued by the FRC;
"UK Listing Authority" or "UKLA" means the Financial Conduct Authority;
"U.S." or "United States" means the United States of America, its territories
and possessions, any state of the United States and the District of Columbia;
"US GAAP" means the accounting principles generally accepted in the United
States;
"WTI" means West Texas Intermediate which is a grade of crude oil used as a
benchmark in oil pricing;
"£" or "Pounds Sterling" or "Sterling" means British pound sterling and
"pence" means British pence; and
"$" means United States dollars and "cents" means United States cents.
Directors and General Information
Directors Designated Administrator and Company Secretary English Solicitors to the Company
Richard Horlick (Chair) Ocorian Administration (Guernsey) Limited Hogan Lovells International LLP
Atlantic House
Karen McClellan PO Box 286
Holborn Viaduct
London
John Roche Floor 2
EC1A 2FG
Jeremy Thompson Trafalgar Court
United Kingdom
Claire Whittet (retired 20 May 2025) Les Banques
St Peter Port
Guernsey Advocates to the Company
Audit Committee Guernsey
Carey Olsen (Guernsey) LLP
John Roche (Chair) GY1 4LY
Carey House
Richard Horlick Channel Islands
PO Box 98
Karen McClellan
Les Banques
Jeremy Thompson Board Appointed Sub-Administrator
St Peter Port
Claire Whittet (retired 20 May 2025) Petra Funds Group, LLC (effective 22 August 2025)
Guernesey
520 Madison Avenue, 23rd Fl
New York, NY 10022 GY1 4BZ
Management Engagement Committee
United States
Channel Islands
Karen McClellan (Chair from 20 May 2025)
Richard Horlick Registered Office
U.S. Legal Advisors to the Company
John Roche PO Box 286
Vinson & Elkins LLP
Jeremy Thompson Floor 2
1001 Fannin Street
Claire Whittet (retired 20 May 2025) Trafalgar Court
Suite 2500
Les Banques
Houston, Texas
Nomination and Remuneration Committee St Peter Port
TX 77002
Jeremy Thompson (Chair) Guernsey
United States of America
Richard Horlick GY1 4LY
Karen McClellan Channel Islands
Independent Auditor
John Roche
Ernst & Young LLP
Claire Whittet (retired 20 May 2025) Registrar
PO Box 9, Royal Chambers
MUFG Corporate Markets
St Julian's Avenue
Investment Manager 51 Lime Street
St Peter Port
RIGL Holdings, LP London
Guernsey
190 Elgin Avenue EC3M 7DQ
GY1 4AF
George Town United Kingdom
Channel Islands
Grand Cayman
KY1-9005
Cayman Islands Principal Banker
Corporate Brokers
Barclays Bank PLC
Deutsche Numis Securities Limited
PO Box 41
Le Marchant House 45 Gresham St
Website: www.RiverstoneREL.com
Le Truchot London
ISIN: GG00BSNRFW06
St Peter Port
Guernsey EC2V 7BF
Ticker: RSE
GY1 3BE
United Kingdom
Channel Islands
SWISS SUPPLEMENT
ADDITIONAL INFORMATION FOR INVESTORS IN SWITZERLAND
This Swiss Supplement is supplemental to, forms part of and should be read in
conjunction with the Audited Financial Statements for the year ended 31
December 2025 for RIVERSTONE ENERGY LIMITED (the "Fund").
Effective from 20 July 2015, the Fund had appointed Société Générale as
Swiss Representative and Paying Agent. The current Prospectus, the Memorandum
and Articles of Association and the annual report of the Fund can be obtained
free of charge from the representative in Switzerland, Société Générale,
Paris, Zurich Branch, Talacker 50, P.O. Box 5070, CH-8021 Zurich. The paying
agent of the Fund in Switzerland is Société Générale, Paris, Zurich
Branch, Talacker 50, P.O. Box 5070, CH-8021 Zurich. The Company may offer
Shares only to qualified investors in Switzerland. In respect of the Shares
distributed in and from Switzerland, the place of performance and jurisdiction
is the registered office of the Swiss Representative.
Cautionary Statement
The Board Chair's Statement, the Investment Manager's Report and the Report of
the Directors have been prepared solely to provide additional information for
Shareholders to assess the Company's strategies and the potential for those
strategies to succeed. These should not be relied on by any other party or for
any other purpose.
The Board Chair's Statement, the Investment Manager's Report and the Report of
the Directors may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology.
These forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this document and include
statements regarding the intentions, beliefs or current expectations of the
Directors and the Investment Adviser, concerning, amongst other things, the
investment objectives and investment policy, financing strategies, investment
performance, results of operations, financial condition, liquidity, prospects,
and distribution policy of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Forward-looking statements are not guarantees of future
performance.
The Company's actual investment performance, results of operations, financial
condition, liquidity, distribution policy and the development of its financing
strategies may differ materially from the impression created by the
forward-looking statements contained in this document.
Subject to their legal and regulatory obligations, the Directors and the
Investment Manager expressly disclaim any obligations to update or revise any
forward-looking statement contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.
Riverstone Energy Limited
PO Box 286, Floor 2,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY, Channel
Islands.
T 44 (0) 1481 742742
F 44 (0) 1481 742698
Further information available online:
www.RiverstoneREL.com (http://www.RiverstoneREL.com)
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. END FR SSDEDDEMSESD
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