Riverstone Energy Limited Results of Annual General Meeting (0305G)

TIDMRSE

RNS Number : 0305G

Riverstone Energy Limited

23 May 2017

23 May 2017

RIVERSTONE ENERGY LIMITED

("REL" or the "Company")

Results of the Annual General Meeting ("AGM")

The Company is pleased to announce that, at the Fourth AGM held at 10.30 a.m. (BST) on 23 May 2017, each of the Resolutions, with the exception of Resolution 14, were duly passed without amendment.

Whilst receiving a majority of votes for, as Resolution 14 was a special resolution the required 75% of votes for was not achieved. Resolution 14 was a standalone resolution to amend the Company's articles in line with recent changes in Guernsey Companies Law. None of the other resolutions were conditional upon Resolution 14 passing.

The details of each resolution are as follows:

ORDINARY RESOLUTIONS

Resolution 1

IT WAS RESOLVED to receive and consider the annual audited financial statements of the Company for the year ended 31 December 2016.

 
 For (including discretionary)   59,012,822 votes 
 Against                         1,436,232 votes 
 Withheld                        0 votes 
 

Resolution 2

IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.

 
 For (including discretionary)   60,412,775 votes 
 Against                         0 votes 
 Withheld                        36,279 votes 
 

Resolution 3

IT WAS RESOLVED that the Board of Directors determine the remuneration of the Auditor.

 
 For (including discretionary)   60,449,054 votes 
 Against                         0 votes 
 Withheld                        0 votes 
 

Resolution 4

IT WAS RESOLVED to re-elect Peter Barker as a director.

 
 For (including discretionary)   60,449,054 votes 
 Against                         0 votes 
 Withheld                        0 votes 
 

Resolution 5

IT WAS RESOLVED to re-elect Patrick Firth as a director.

 
 For (including discretionary)   60,206,836 votes 
 Against                         242,218 votes 
 Withheld                        0 votes 
 

Resolution 6

IT WAS RESOLVED to re-elect Richard Hayden as a director.

 
 For (including discretionary)   59,159,503 votes 
 Against                         1,289,551 votes 
 Withheld                        0 votes 
 

Resolution 7

IT WAS RESOLVED to re-elect Pierre F. Lapeyre as a director.

 
 For (including discretionary)   58,535,512 votes 
 Against                         1,913,542 votes 
 Withheld                        0 votes 
 

Resolution 8

IT WAS RESOLVED to re-elect David M. Leuschen as a director.

 
 For (including discretionary)   58,535,512 votes 
 Against                         1,913,542 votes 
 Withheld                        0 votes 
 

Resolution 9

IT WAS RESOLVED to re-elect Kenneth Ryan as a director.

 
 For (including discretionary)   58,529,874 votes 
 Against                         1,919,180 votes 
 Withheld                        0 votes 
 

Resolution 10

IT WAS RESOLVED to re-elect Jeremy Thompson as a director.

 
 For (including discretionary)   60,449,054 votes 
 Against                         0 votes 
 Withheld                        0 votes 
 

Resolution 11

IT WAS RESOLVED to re-elect Claire Whittet as a director.

 
 For (including discretionary)   60,448,943 votes 
 Against                         111 votes 
 Withheld                        0 votes 
 

In accordance with LR 9.6.18, details of those resolutions passed, which were not ordinary business of the AGM, follow:-

 
 Resolution      Votes For (including    Votes Against   Votes Withheld* 
                  discretionary) 
 12 - Special    60,448,943 (99.9998%)   111 (0.0002%)   0 
                                         3,890,502 
 13 - Special    56,558,552 (93.56%)      (6.44%)        0 
                                         25,975,388 
 14 - Special    34,473,316 (57.03%)      (42.97%)       350 (0.0006%) 
 

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

 
 Resolution 12 
  That the Company be and is hereby generally and 
  unconditionally authorised in accordance with 
  the Companies (Guernsey) Law, 2008, as amended 
  (the "Companies Law") (subject to the Listing 
  Rules made by the UK Listing Authority and all 
  other applicable legislation and regulations), 
  to make market acquisitions (as defined in the 
  Companies Law) of each class of its shares (either 
  for the retention as treasury shares for resale 
  or transfer, or cancellation), PROVIDED THAT: 
 a. the maximum number of shares authorised to 
  be purchased shall be 12,663,562 Ordinary Shares 
  (as defined in the Company's articles of incorporation 
  (the "Articles") (being 14.99 per cent. of the 
  Ordinary Shares in issue (excluding shares held 
  in treasury) as at the latest practicable date 
  prior to the date of publication of this document); 
  b. the minimum price (exclusive of expenses) 
  which may be paid for an Ordinary Share shall 
  be one penny; 
  c. the maximum price which may be paid for an 
  Ordinary Share is an amount equal to the higher 
  of: (a) 105 per cent. of the average of the middle 
  market quotations for an Ordinary Share on the 
  relevant market for the five business days immediately 
  preceding the date on which the Ordinary Share 
  is purchased; and (b) the higher of (i) the price 
  of the last independent trade for an Ordinary 
  Share and (ii) the highest current independent 
  bid for an Ordinary Share at the time of purchase; 
  and 
  d. the authority hereby conferred shall expire 
  at the next annual general meeting of the Company 
  due to be held in 2018 unless such authority 
  is varied, revoked or renewed prior to such date 
  by a special resolution of the Company in a general 
  meeting save that the Company may make an offer 
  or agreement to acquire shares under this authority 
  before its expiry which will or may be executed 
  wholly or partly after its expiration and the 
  Company may make an acquisition of shares pursuant 
  to such an offer or agreement as if the authority 
  had not expired. 
 Resolution 13 
  That, in accordance with Article 6.7 of the Articles, 
  the Directors be empowered to allot and issue 
  (or sell from treasury) equity securities (within 
  the meaning of the Company's Articles) for cash 
  as if article 6.2 of the Articles did not apply 
  to any such allotment and issue, provided that 
  this power shall be limited to the allotment 
  and issue of (i) up to a maximum number of equity 
  securities equal to 8,448,006 Ordinary Shares 
  in the Company (being 10 per cent. of the Ordinary 
  Shares in issue as at the latest practicable 
  date prior to the date of this notice) and (ii) 
  an unlimited number of Ordinary Shares in accordance 
  with the Performance Allocation Reinvestment 
  Agreement dated 23 September 2013 between the 
  Company and Riverstone Energy Limited Capital 
  Partners L.P., acting by its general partner 
  Riverstone Holdings II Cayman, Ltd. ("RELCP"), 
  pursuant to which RELCP agrees to reinvest the 
  portion of each Performance Allocation (as defined 
  and described in the IPO Prospectus) attributable 
  to RELCP, and shall expire on the date falling 
  15 months after the date of passing of this Resolution 
  13 or the conclusion of the next annual general 
  meeting of the Company in 2018, whichever is 
  the earlier, save that the Company may before 
  such expiry make offers or agreements which would 
  or might require shares to be allotted and issued 
  (or sold) after such expiry and the Directors 
  may allot and issue (or sell) shares in pursuance 
  of any such offer or agreement notwithstanding 
  that the power conferred by this Resolution 13 
  has expired. This resolution revokes and replaces 
  all unexercised authorities previously granted 
  to the Directors to allot and issue equity securities 
  in the capital of the Company for cash as if 
  the pre-emption rights contained in article 6.2 
  of the Articles did not apply to such allotment 
  and issue but without prejudice to any allotment 
  and issue of equity securities already made, 
  offered or agreed to be made pursuant to such 
  authorities. 
 Resolution 14 
  That the amendments to the Articles of the Company 
  in the terms set out in Part III to the Notice 
  of Annual General Meeting and set out in the 
  amended Articles of the Company tabled by the 
  Chairman at the Annual General Meeting be and 
  are hereby approved and adopted. 
 

- ENDS -

About Riverstone Energy Limited:

REL is a closed-ended investment company that invests exclusively in the global energy industry, with a particular focus on the exploration & production and midstream sectors. REL aims to capitalise on the opportunities presented by Riverstone's energy investment platform. REL is a member of the FTSE 250 and its ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE. To date, REL has made 17 investments spanning conventional and unconventional oil and gas activities in the Gulf of Mexico, Continental U.S., Western Canada, the U.K. North Sea, the Norwegian Sea, Mexico and credit.

For further details, see 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:

 
Brian Potskowski 
 Natasha Fowlie 
 [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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