REG - Riverstone Energy Ld - Tender Offer and Notice of EGM

Riverstone EnergyAnnouncement

17/08/2023 07:00

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RNS Number : 5647J  Riverstone Energy Limited  17 August 2023

LEI: 213800HAZOW1AWRSZR47

 

17 August 2023

Riverstone Energy Limited

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.

 

This announcement includes inside information

 

Tender Offer and Notice of Extraordinary General Meeting

 

Riverstone Energy Limited (the "Company") announces a Tender Offer for up to
13,840,830 of the Company's ordinary shares (the "Shares"), representing
approximately 30.4 per cent. of the existing Shares in issue (excluding any
Shares held in treasury), to be acquired at a single price equal to £5.78 per
Share (the "Tender Price"). Capitalised terms used but not otherwise defined
in this announcement shall have the same meaning as set out in the circular in
respect of the Tender Offer (the "Circular") being published later today.

 

The Tender Price is equal to the closing market price per Share on 16 August
2023 (being the latest practicable date prior to publication of the Circular)
and represents a 43.5 per cent. discount to the Net Asset Value per Share as
at 30 June 2023.

 

The Board has arranged for the Tender Offer to be made to enable those
Eligible Shareholders who wish to realise a portion of their investment in the
Company to do so, whilst ensuring that continuing Shareholders who do not wish
to tender their Shares are not disadvantaged, as the Tender Offer is expected
to be accretive to the Company's prevailing published NAV at the point of
completion of the Tender Offer.

 

The Tender Offer will be available to Eligible Shareholders on the Register as
at the Record Date, which is 6.00 p.m. (London time) on 26 September 2023.

 

Reasons for the tender offer and outlook for the Company

As a result of asset disposals and strong cashflows from the Company's
portfolio of investments, as at 16 August 2023 (being the latest practicable
date prior to publication of the Circular) the Company held aggregate cash
balances of approximately US$123 million. The Company has determined to use
£80 million of its available cash (equivalent to approximately US$100 million
as at 16 August 2023 1 )  to provide the opportunity for all Eligible
Shareholders on the Record Date to exit part of their Shareholding in the
Company by participating in the Tender Offer.

 

Following completion of the Tender Offer at the end of September 2023, and
assuming the Tender Offer is accepted in full, the Company's residual cash
balances (taking into account, amongst other things, further cash flows
expected from the Company's investments) are expected to total approximately
US$30 million.

 

The Tender Offer

The maximum number of Shares to be acquired under the Tender Offer is
13,840,830 Shares, representing approximately 30.4 per cent. of the Shares in
issue (excluding any Shares held in treasury) as at 16 August 2023 and equal
in value to £80 million at the Tender Price (the "Available Shares").

 

The Record Date for participation in the Tender Offer is 6.00 p.m. on 26
September 2023. The Tender Offer is subject to certain conditions set out in
the Circular and may be suspended or terminated in certain circumstances, as
set out in the Circular.

 

The Company will repurchase from successfully tendering Shareholders (other
than certain Overseas Persons) up to 30.4 per cent. of the Shares registered
in their name (the "Basic Entitlement"), rounded down to the nearest whole
number of Shares. Shareholders will also have the option to tender additional
Shares to the extent that other Shareholders tender less than their Basic
Entitlement. Any such excess tenders will be satisfied pro rata in proportion
to the amount tendered in excess of the Basic Entitlement (rounded down to the
nearest whole number of Shares).

 

An Eligible Shareholder tendering up to its Basic Entitlement will have such
tender satisfied in full. Any Eligible Shareholder tendering more than its
Basic Entitlement ("Excess Applications") will have its Excess Application
satisfied if there are sufficient remaining Available Shares. Such Available
Shares shall be apportioned to Eligible Shareholders pro rata to their Excess
Applications should other Eligible Shareholders not tender the full amount of
their Basic Entitlement, and as a result of certain Overseas Shareholders not
being permitted to participate in the Tender Offer.

 

Unless withdrawn in accordance with the instructions set out in the Circular,
once tendered, Shares may not be sold, transferred, charged or otherwise
disposed of other than in accordance with the Tender Offer.

 

Further information on how to participate in the Tender Offer and how to
tender Shares are set out in the Circular.

 

Taxation

Shareholders who sell Shares in the Tender Offer may, depending on their
individual circumstances, incur a liability to taxation. The attention of
Shareholders is drawn to the Circular which sets out a general guide to
certain aspects of current law and tax authority practice in respect
of UK and US taxation. Shareholders who are in any doubt as to their tax
position or who are subject to tax in a jurisdiction other than the United
Kingdom or the United States should consult an appropriate professional
adviser.

 

Takeover Code

Shareholders should note the following important information relating to
certain provisions of the Takeover Code, which will be relevant to purchases
of Shares after the date of the Circular.

 

Under Rule 9 of the Takeover Code, any person or group of persons deemed to be
acting in concert who acquires an interest in shares which carry 30 per cent.
or more of the voting rights of a company to which the Takeover Code applies
is normally required by the Takeover Panel to make a general offer to
shareholders of that company to acquire their shares. Rule 9 of the Takeover
Code also provides that any person or group of persons deemed to be acting in
concert who is interested in shares which in the aggregate carry between 30
per cent. and 50 per cent. of the voting rights of a company to which the
Takeover Code applies will be unable, without the Takeover Panel's consent, to
acquire, either individually or together, any further voting rights in the
company without being required to make a general offer to shareholders of that
company to acquire their shares. An offer under Rule 9 must be in cash and at
the highest price paid by the person required to make the offer or any person
acting in concert with him for any interest in shares in the company during
the 12 months prior to the announcement of the offer.

 

Under Rule 37.1 of the Takeover Code, when a company purchases its own voting
shares, a resulting increase in the percentage of shares carrying voting
rights in which a person or group of persons acting in concert is interested
will be treated as an acquisition for the purpose of Rule 9. A shareholder not
acting in concert with the directors will not incur an obligation to make a
general offer under Rule 9 if, as a result of the purchase of its own shares
by a company, he comes to exceed the percentage limits set out in Rule 9.
However, this exception will not normally apply when a shareholder not acting
in concert with the directors has acquired an interest in shares at a time
when he had reason to believe that such a purchase of its own shares by the
company would take place.

 

A Shareholder not acting in concert with the Directors may, therefore, incur
an obligation under Rule 9 to make a general offer to Shareholders to acquire
their Shares if, as a result of the purchase by the Company of its own Shares
from other Shareholders, he, she or it comes to hold or acquires an interest
in 30 per cent. or more of the Shares following the Tender Offer or otherwise
and he, she or it has purchased Shares or an interest in Shares when he, she
or it had reason to believe that the Company would purchase its own Shares
(under the Tender Offer or otherwise). The Company is not aware of any
Shareholder or concert party which, following completion of the Tender Offer,
will have an interest in 30 per cent. or more of the Shares.

 

Extraordinary General Meeting

The implementation of the Tender Offer requires the approval of Shareholders.
A notice convening an Extraordinary General Meeting of the Company, which is
to be held at 2.00 p.m. (London time) on 27 September 2023 at Trafalgar Court,
Les Banques St Peter Port Guernsey GY1 4LY, Channel Islands, is set out at the
end of the Circular. The quorum requirement for the Extraordinary General
Meeting is not less than two Shareholders present in person or by proxy (or,
in the case of a corporation, by a duly appointed representative).

 

The Resolution is to be proposed as a special resolution under Guernsey law,
and must be passed in order to enable the implementation of the Tender Offer.
As a special resolution, the Resolution requires not less than 75 per cent. of
the Shareholders and duly appointed proxies attending the meeting and voting
on a show of hands to vote in favour (excluding any votes that are withheld)
or, if a poll is demanded, not less than 75 per cent. of the total voting
rights cast on the relevant resolution (excluding any votes that are withheld)
to be in favour.

 

The Resolution permits the Company to effect the Tender Offer so as to permit
those Eligible Shareholders who wish to realise their investment (whether in
whole or in part) to do so, subject to the terms and conditions of the Tender
Offer and the extent to which Eligible Shareholders tender their Shares.

 

Board and Investment Manager intentions in relation to the Tender Offer

The Directors make no recommendation to Shareholders as to whether they should
tender Shares in the Tender Offer. Whether Shareholders decide to tender
Shares will depend, among other things, on their view of the Company's
prospects and their own individual circumstances, including their tax
position. Shareholders who are in any doubt as to the action they should take
should consult an appropriate independent professional adviser.

 

The Board recommends Shareholders to vote in favour of the Resolution to be
proposed at the Extraordinary General Meeting, as the Directors intend to do
in respect of their own beneficial holdings totalling 26,202 Shares
(representing approximately 0.057 per cent. of the Company's issued share
capital.

 

No Directors will tender Shares owned or controlled by that Director in the
Tender Offer, nor will any Shares held by entities affiliated with the
Investment Manager be tendered in the Tender Offer.

 

Expected Timetable

 Latest time and date for receipt of Forms of Proxy for the Extraordinary        2.00 p.m. on 25 September 2023
 General Meeting
 Latest time and date for receipt of Tender Forms and TTE Instructions           1.00 p.m. on 26 September 2023
 Record Date for Tender Offer                                                    6.00 p.m. on 26 September 2023
 Extraordinary General Meeting                                                   2.00 p.m. on 27 September 2023
 Results of Extraordinary General Meeting and results of Tender Offer announced  27 September 2023
 Repurchase date for successfully tendered Shares                                29 September 2023
 Settlement through CREST of, and despatch of cheques for, the Tender Offer      by 6 October 2023
 consideration, as appropriate
 Despatch of balance share certificates and crediting of CREST accounts with     by 6 October 2023
 Shares not purchased

 

All references are to local time in London on the day in question.

 

The dates set out in the expected timetable may be adjusted by the Company in
which event details of the new dates will be notified to Shareholders via an
announcement made by the Company through a Regulatory Information Service.

 

Share Buyback Programme

The authority to repurchase Shares in the Tender Offer pursuant to the
Resolution to be proposed at the EGM is in addition to the authority for the
Company to make market purchases of Shares granted at the Company's annual
general meeting on 23 May 2023. The Company will not make market purchases of
Shares while the Tender Offer is continuing. The Company may resume its market
purchase share buyback programme following the completion of the Tender Offer,
although any decision to resume the buyback programme, and the timing of any
such purchases, will be entirely at the Board's discretion and subject to,
amongst other things, applicable law, the Company's performance, market
conditions and the cash reserves available to the Company, in each case as
determined by the Board at the relevant time.

 

Publication of Circular

The Circular, which contains the full terms and conditions of the Tender
Offer, instructions to Eligible Shareholders on how to tender their Shares
should they choose to do so, is being posted to Eligible Shareholders.

 

A copy of the Circular will shortly be available to view on the Company's
website at https://www.riverstonerel.com/

 

A copy of the Tender Offer circular has been submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

For further information

 

For Riverstone Energy Limited:

 

Josh Prentice

+44 (0) 20 3206 6300

 

 

J.P. Morgan Cazenove - Joint Corporate Broker

 

William Simmonds

Jeremie Birnbaum

+44 (0) 203 493 8000

 

Numis Securities Limited - Joint Corporate Broker

 

Hugh Jonathan

Vicki Paine

+44 (0) 207 260 1000

 

About Riverstone Energy Limited:

 

REL is a closed-ended investment company which invests in the energy industry
that has since 2020 been exclusively focussed on pursuing and has
committed $193 million to a global strategy across decarbonisation sectors
presented by Riverstone's investment platform. REL's ordinary shares are
listed on the London Stock Exchange, trading under the symbol RSE. REL has 15
active investments spanning decarbonisation, oil and gas, renewable energy and
power in the Continental U.S., Western Canada, Europe and Australia.

 

For further details, see www.RiverstoneREL.com
(http://www.riverstonerel.com/)

 

Neither the contents of Riverstone Energy Limited's website nor the contents
of any website accessible from hyperlinks on the websites (or any other
website) is incorporated into, or forms part of, this announcement.

 

This announcement includes inside information as defined in Article 7 of the
UK Market Abuse Regulation No. 596/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.

 

 

 1                Based on an exchange rate of £1 = US$1.28, FX
spot rate at 16 August 2023.

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