REG - Riverstone Energy Ld - Proposals for Managed Wind-Down

Riverstone EnergyAnnouncement

20/05/2025 07:00

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RNS Number : 3019J  Riverstone Energy Limited  20 May 2025

 

LEI: 213800HAZOW1AWRSZR47

20 May 2025

- THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION -

Riverstone Energy Limited

Proposals for Managed Wind-Down

Introduction

The Board of Riverstone Energy Limited (the "Company" or "REL") today
announces that, as a result of ongoing discussions with RIGL Holdings LP,
REL's investment manager, (the "Investment Manager") as to the strategic
direction of the Company, the Company and the Investment Manager have agreed
in principle the key terms of a proposal for a managed wind-down of the
Company's remaining investment portfolio (the "Managed Wind-Down").

Implementation of the Managed Wind-Down will require the approval of the
Company's shareholders (the "Shareholders"). The Board believes that putting
forward proposals for the Company's Managed Wind-Down on the agreed terms is
in the best interests of Shareholders as a whole.

Key terms of the proposed Managed Wind-Down

In connection with the proposed Managed Wind-Down, the Company and the
Investment Manager have agreed as follows:

·     The Board will put forward proposals to Shareholders: (i) to amend
the Company's investment objective and policy to facilitate the orderly
realisation of its investments and the progressive return of cash to
Shareholders; and (ii) to amend the Company's articles of incorporation to
allow the net proceeds of the assets realised (less expenses 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.

·     The Investment Manager would remain as the Company's investment
manager to oversee the implementation of the Managed Wind-Down, although the
making of any further investments by the Company and the terms of each
disposal of the assets currently held by the Company would be subject to the
prior approval of the Board.

·     The management fee payable by REL under the investment management
agreement between the Company and the Investment Manager (the "IMA") would,
with effect from the commencement of the Managed Wind-Down, be 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 US$500,000 per annum, pro-rated for any
partial year. The management fee would continue to be payable quarterly in
arrear and each payment would continue to be calculated using the quarterly
Net Asset Value of REL as at the relevant quarter end.

·     The current performance allocation arrangements in respect of REL's
investment portfolio would cease to apply from commencement of the Managed
Wind-Down. Because of the current valuation of the Company's investment
portfolio and its performance against applicable benchmarks, no further
performance allocation would be paid by the Company were it to enter into
Managed Wind-Down.

·     Subject to the Managed Wind-Down being approved, REL would agree to
pay to the Investment Manager a cash adjustment payment (the "Adjustment
Payment"). The Adjustment Payment would be payable in two tranches, as
follows:

o  The first tranche would be paid shortly after approval of the Managed
Wind-Down and would be calculated by reference to the Relevant Termination
Payment which would have been payable by REL in respect of the Net Asset Value
attributable to the Company's conventional portfolio, its public
decarbonisation portfolio and its holdings of cash and cash equivalents had
the IMA been terminated on the commencement of the Managed Wind-Down and based
on the prevailing quarterly NAV on that date.

o  The second tranche would be paid shortly following the completion of the
sale of the last remaining investment in the Company's existing portfolio as
at the Commencement Date (the "Final Disposal Date"), and would be determined
by reference to the Relevant Termination Payment which would have been payable
by REL in relation to the Net Asset Value attributable to the assets
comprising the Company's private decarbonisation portfolio, had the IMA been
terminated on the Final Disposal Date. For these purposes, the Net Asset Value
of each investment in such portfolio would be determined by reference to the
actual sale proceeds received by REL in respect of such investment.

For these purposes, "Relevant Termination Payment" means the payment equal to
20 times the relevant quarterly management fee, which would be payable by the
Company under the IMA if Shareholders approved the commencement of the Managed
Wind-Down without the consent to the Investment Manager. The Relevant
Termination Payment and, in turn, the Adjustment Payment, would not include
any payment in respect of performance allocation.

Expected timetable and further details

Full details of the proposals for Managed Wind-Down, including further
information on the expected timeline for the sale of the Company's assets and
full details of the Company's revised arrangements with the Investment
Manager, will be published in a circular to Shareholders as soon as
practicable.

The Managed Wind-Down would commence immediately following receipt of all
required approvals.

Certain terms of the Managed Wind-Down proposed above require the consent of
certain third parties who hold indirect economic interests in the Investment
Manager, and certain vehicles entitled to receive fees under the IMA and
related arrangements.

The Board and the Investment Manager have agreed to use reasonable endeavours
to agree the required amendments to definitive documentation and to seek all
third party and regulatory approvals necessary to implement the relevant terms
of the Managed Wind-Down to be in a position to obtain Shareholder approval
for the Managed Wind-Down by no later than 15 August 2025.

About Riverstone Energy Limited:

About Riverstone Energy Limited: REL is a closed-ended investment company
which invests in the energy industry. REL's ordinary shares are listed on the
London Stock Exchange, trading under the symbol RSE. REL has 7 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.

Media Contacts

For Riverstone Energy Limited: LPRelations@RiverstoneLLC.com

Deutsche Numis - Corporate Broker:

Hugh Jonathan

Matt Goss

+44 (0) 20 7260 1000

Ocorian Administration (Guernsey) Limited - Company Secretary:

Birgitte Horn

OAGLCoSec@ocorian.com

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