REG - Riverstone Energy Ld - Annual Report and Financial Statements <Origin Href="QuoteRef">RSER.L</Origin> - Part 6
28/02/2018 07:05
- Part 6: For the preceding part double click ID:nRSb1636Ge
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;
"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;
"M&A" means mergers and acquisitions;
"Management Engagement Committee" means a formal committee of the Board with
defined terms of reference;
"Management Fee" means the management fee to which RIL is entitled;
"Margin Loan Agreement" means the margin loan agreement dated 27 December 2016
entered into by REL US Centennial Holdings, LLC;
"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.;
"mmboe" means million barrels of oil equivalent;
"mcfe" means thousand cubic feet equivalent (natural gas);
"mmcfepd" means million cubic feet equivalent (natural gas) per day;
"NASDAQ" means National Association of Securities Dealers Automated
Quotations
Stock Market;
"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 IRR" means an aggregate, annual, compound, gross internal rate of return
on investments, net of taxes and carried interest on gross profit;
"Net MOIC" means gross multiple of invested capital net of taxes and carried
interest on gross profit;
"Nomination Committee" means a formal committee of the Board with defined
terms of reference;
"NURS" means non-UCITS retail schemes;
"NYSE" means The New York Stock Exchange;
"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;
"OPEC" means Organisation of the Petroleum Exporting Countries;
"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;
"OSE" means Oslo Stock Exchange;
"Other Riverstone Funds" means other Riverstone-sponsored, controlled or
managed entities, including Fund V/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;
"Partnership" or "RELIP" means Riverstone Energy Investment Partnership, LP,
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;
"Placing and Open Offer" means the issuance of 8,448,006 new Ordinary Shares
at £8.00 per Ordinary Share on 11 December 2015;
"POI Law" means the Protection of Investors (Bailiwick of Guernsey) Law,
1987;
"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;
"prompt" means the front end of the price curve;
"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;
"Qualifying Investments" means all investments in which Private Riverstone
Funds participate which are consistent with the Company's investment objective
where the aggregate equity investment in each such investment (including
equity committed for future investment) available to the relevant Private
Riverstone Fund and the Company (and other co-investees, if any, procured by
the Investment Manager or its affiliates) is $100 million or greater, but
excluding any investments made by Private Riverstone Funds where both (a) a
majority of the Company's independent directors and (b) the Investment Manager
have agreed that the Company should not participate;
"RCO" means Riverstone Credit Opportunities, L.P.;
"RELCP" means Riverstone Energy Limited Capital Partners, LP (acting by its
general partner Riverstone Holdings II (Cayman) Ltd.) a Cayman exempted
limited partnership controlled by affiliates of Riverstone;
"RIL" or "Investment Manager" 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;
"S&P Index" means the Standard & Poor's 500 Index;
"S&P Oil & Gas E&P Index" means the Standard & Poor's Oil & Gas Exploration &
Production Select Industry Index;
"SCOOP" means South Central Oklahoma Oil Province;
"SEC" means the U.S. Securities and Exchange Commission;
"Sierra" means Sierra Oil and Gas Holdings, L.P.;
"SIFI" means Systemically Important Financial Institutions;
"Shareholder" means the holder of one or more Ordinary Shares;
"Stewardship Code" means the UK Stewardship Code;
"Tax Cuts and Jobs Act" means U.S. public law no. 115-97, An Act to provide
reconciliation pursuant to titles II and V of the concurrent resolution on the
budget for fiscal year 2018;
"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;
"UCITS" means undertakings for collective investment in transferable
securities;
"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland;
"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;
"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
DirectorsRichard Hayden (Chairman)Peter BarkerPatrick FirthPierre LapeyreDavid LeuschenKen RyanJeremy ThompsonClaire Whittet Audit CommitteePatrick Firth (Chairman)Peter BarkerRichard HaydenJeremy ThompsonClaire Whittet Management Engagement CommitteeClaire Whittet (Chairman)Peter BarkerPatrick FirthRichard HaydenJeremy Thompson Nomination CommitteeRichard Hayden (Chairman)Peter BarkerPatrick FirthJeremy ThompsonClaire Whittet Investment ManagerRiverstone International Limited190 Elgin AvenueGeorge TownGrand CaymanKY1-9005Cayman Islands Website: www.RiverstoneREL.comISIN: GG00BBHXCL35Ticker: RSE Administrator and Company SecretaryEstera International Fund Managers (Guernsey) Limited (formerly Heritage International Fund Managers Limited)Heritage HallPO Box 225Le Guernsey advocates to the CompanyCarey OlsenCarey HousePO Box 98Les BanquesSt Peter PortGuernseyGY1 4BZChannel Islands U.S. legal advisors to the CompanyVinson & Elkins LLP1001 Fannin StreetSuite 2500Houston, TexasTX 77002United States of America Independent auditorErnst & Young LLPPO Box 9, Royal ChambersSt Julian's AvenueSt Peter PortGuernseyGY1 4AFChannel Islands Public relations advisersScott Harris UK LimitedVictoria House1-3 College HillLondonEC4R 2RAUnited Kingdom Corporate BrokersGoldman Sachs InternationalPeterborough Court133 Fleet StreetLondonEC4A 2BBUnited Kingdom JP Morgan Cazenove25 Bank StreetCanary WharfLondonE15 5JPUnited Kingdom
Marchant StreetSt Peter PortGuernseyGY1 4HYChannel Islands Registered officeHeritage HallPO Box 225Le Marchant StreetSt Peter PortGuernseyGY1 4HYChannel Islands
RegistrarLink Asset Services (formerly Capita Registrars (Guernsey) Limited)65 Gresham StreetLondonEC2V 7NQUnited Kingdom Principal bankerABN AMRO (Guernsey) LimitedPO
Box 253Martello CourtAdmiral ParkSt. Peter PortGuernseyGY1 3QJChannel Islands English solicitors to the CompanyFreshfields Bruckhaus Deringer LLP65 Fleet StreetLondonEC4Y
1HSUnited Kingdom (effective until 21 September 2017) Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
LondonEC1A 2FGUnited Kingdom (effective from 21 September 2017)
Cautionary Statement
The Chairman's Statement and Investment Manager's Report 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 Chairman's Statement and Investment Manager's Report 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 Manager, 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
Heritage Hall, PO Box 225,
Le Marchant Street, St Peter Port, Guernsey, GY1 4HY, Channel Islands.
T 44 (0) 1481 742742
F 44 (0) 1481 730617
Further information available online:
www.RiverstoneREL.com
This information is provided by RNS
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