Riverstone Credit Opps. Inc PLC Result of AGM (1952Z)

TIDMRCOI

RNS Number : 1952Z

Riverstone Credit Opps. Inc PLC

19 May 2021

19 May 2021

RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC

("RCOI" or the "Company")

Results of the Annual General Meeting ("AGM")

The Company is pleased to announce that, at the Second AGM held at 2.00 pm. (BST) on 19 May 2021, each of the Resolutions were duly passed by a poll vote without amendment.

The details of the results of the poll vote on each resolution are as follows:

ORDINARY RESOLUTIONS

Resolution 1

IT WAS RESOLVED to receive and adopt the Report of the Directors and the audited accounts of the Company for the financial period ended 31 December 2020 together with the Independent Auditor's Report on those audited accounts (the "Annual Report and Accounts").

 
 For (including discretionary)   44,158,793 votes 
 Against                         0 votes 
 Withheld*                       4,000 votes 
 

Resolution 2

IT WAS RESOLVED to approve the Directors' Remuneration Report contained within the Annual Report and Accounts.

 
 For (including discretionary)   44,158,793 votes 
 Against                         0 votes 
 Withheld*                       4,000 votes 
 

Resolution 3

IT WAS RESOLVED to approve the Directors' Remuneration Policy set out on page 34 of the Directors' Remuneration Report contained within the Annual Report and Accounts.

 
 For (including discretionary)   40,158,793 votes 
 Against                         4,000,000 votes 
 Withheld*                       4,000 votes 
 

Resolution 4

IT WAS RESOLVED to appoint Ernst & Young LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting at which the Annual Report and Accounts are laid before the meeting.

 
 For (including discretionary)   44,158,793 votes 
 Against                         0 votes 
 Withheld*                       4,000 votes 
 

Resolution 5

IT WAS RESOLVED to authorise the Board of Directors to determine the remuneration of Ernst & Young LLP.

 
 For (including discretionary)   44,158,793 votes 
 Against                         0 votes 
 Withheld*                       4,000 votes 
 

Resolution 6

IT WAS RESOLVED to re-elect Reuben Jeffery, III as a Director of the Company.

 
 For (including discretionary)   42,974,526 votes 
 Against                         0 votes 
 Withheld*                       1,188,267 votes 
 

Resolution 7

IT WAS RESOLVED to re-elect Emma Davies as a Director of the Company.

 
 For (including discretionary)   42,974,526 votes 
 Against                         0 votes 
 Withheld*                       1,188,267 votes 
 

Resolution 8

IT WAS RESOLVED to re-elect Edward Cumming-Bruce as a Director of the Company.

 
 For (including discretionary)   42,974,526 votes 
 Against                         0 votes 
 Withheld*                       1,188,267 votes 
 

Resolution 9

IT WAS RESOLVED that, the Directors of the Company are generally and unconditionally authorised to exercise the powers conferred upon them by Article 136 of the Articles of Association to offer Shareholders in the Company who have elected to received them, an allotment of ordinary shares, credited as fully paid, instead of the whole or any part of any cash dividend paid by the Directors or declared by the Company in a general meeting (as the case may be) from the date of the passing of this Resolution until the conclusion of the next annual general meeting of the Company, and the Directors are permitted to do all acts and things required or permitted to be done in Article 136 of the Articles of Association of the Company.

 
 For (including discretionary)   44,156,414 votes 
 Against                         2,379 votes 
 Withheld*                       4,000 votes 
 

Resolution 10

IT WAS RESOLVED that, in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally and unconditionally authorised, in accordance with section 551 Companies Act 2006, to exercise all the powers of the Company to allot equity securities in the capital of the Company and to grant rights to subscribe for, or to convert any security into, equity securities in the Company up to an aggregate nominal amount equal to US$305,151.13.

The authority hereby conferred on the Directors shall expire at the conclusion of the next annual general meeting of the Company after the date of the passing of this Resolution, or the date which falls 15 months after the date on which this Resolution is passed, which is the earlier, save that under this authority the Company may, before such expiry, make offers or enter into agreements which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such an offer of agreement as if the authority conferred hereby had not expired.

 
 For (including discretionary)   39,952,831votes 
 Against                         4,205,962 votes 
 Withheld*                       4,000 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) 
 11 - special   39,955,210 votes       4,203,583 votes   4,000 votes 
 12 - Special   39,955,210 votes       4,203,583 votes   4,000 votes 
 13 - Special   44,158,793 votes       0 votes           4,000 votes 
 

*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 11 
       That, subject to the passing of Resolution 10 above, in substitution 
       for all subsisting authorities to the extent unused, the Directors 
       be and they are hereby authorised, pursuant to section 570 
       and section 573 Companies Act 2006, to allot equity securities 
       (within the meaning of section 560 Companies Act 2006) for 
       cash either pursuant to the authority conferred by Resolution 
       10 or by way of a sale of treasury shares, as if section 561(1) 
       Companies Act 2006 did not apply to any such allotment, provided 
       that this authority shall be limited to the allotment of equity 
       securities in connection with an offer of equity securities: 
 
       (a) to holders of ordinary shareholders in proportion (as 
       nearly as may be practicable) to their existing holdings; 
       and 
       (b) to holders of other equity securities as required by the 
       rights of those securities or as the Directors otherwise consider 
       necessary, 
 
       and so that the Directors may impose any limits or restrictions 
       and make any arrangements which they consider necessary or 
       appropriate to deal with any treasury shares, fractional entitlements 
       or securities represented by depositary receipts, record dates, 
       legal, regulatory or practical problems in, or under the laws 
       of, any territory or the requirements of any regulatory body 
       or stock exchange or any other matter. 
 
       The authority hereby conferred shall expire at the conclusion 
       of the next annual general meeting of the Company after the 
       passing of this Resolution, or the date which falls 15 months 
       after the date on which this Resolution is passed, whichever 
       is the earlier, save that the Company may, before such expiry, 
       make offers and enter into agreements which would or might 
       require equity securities to be allotted after such expiry 
       and the Directors may allot equity securities in pursuance 
       of such offers or agreements as if the authority conferred 
       had not expired. 
 Resolution 12 
  That, subject to the passing of Resolution 10 above, in addition 
  to the authority granted by Resolution 11, but in substitution 
  for all other subsisting authorities to the extent unused, 
  the Directors be and they are hereby authorised, pursuant 
  to section 570 and section 573 Companies Act 2006, to allot 
  equity securities (within the meaning of section 560 Companies 
  Act 2006) for cash either pursuant to the authority conferred 
  by Resolution 10 or by way of a sale of treasury shares, as 
  if section 561(1) Companies Act 2006 did not apply to any 
  such allotment, provided that this authority shall be limited 
  to the allotment of equity securities in connection with an 
  offer of equity securities up to an aggregate nominal amount 
  of US$91,545. 
 
  The authority hereby conferred shall expire at the conclusion 
  of the next annual general meeting of the Company after the 
  passing of this Resolution, or the date which falls 15 months 
  after the date on which this Resolution is passed, whichever 
  is the earlier, save that the Company may, before such expiry, 
  make offers and enter into agreements which would or might 
  require equity securities to be allotted after such expiry 
  and the Directors may allot equity securities in pursuance 
  of such offers or agreements as if the authority conferred 
  hereby had not expired. 
 Resolution 13 
  That the Company be and is hereby generally and unconditionally 
  authorised for the purposes of section 701 Companies Act 2006, 
  to make market purchases (within the meaning of section 693(4) 
  Companies Act 2006) of ordinary shares of one penny each in 
  the capital of the Company on such terms and in such manner 
  as the Directors shall from time to time determine, provided 
  that: 
            a. the maximum number of ordinary shares hereby authorised 
             to be purchased is 13,722,652 
 
             b. the minimum price (exclusive of expenses) which may be 
             paid for an ordinary share is one cent; 
 
             c. the maximum price (exclusive of expenses) which may be 
             paid for an ordinary share shall be not more than the higher 

             of: (i) an amount equal to 105 per cent. of the average of 
             the middle market quotations for an Ordinary Share (as derived 
             from the London Stock Exchange Daily Official List) for the 
             five business days immediately preceding the date on which 
             that Ordinary Share is contracted to be purchased; and (ii) 
             an amount equal to the higher of the price of the last independent 
             trade of an ordinary share and the highest current independent 
             bid on the trading venues where the purchase is carried out; 
 
             d. the authority hereby conferred shall expire at the conclusion 
             of the next annual general meeting of the Company after the 
             passing of this Resolution, or the date which falls 15 months 
             after the date on which this Resolution 13 is passed, whichever 
             is the earlier (unless previously revoked, varied or renewed 
             by the Company in general meeting prior to such time); and 
 
             e. the Company may at any time prior to the expiry of such 
             authority enter into such a contract or contracts under which 
             a purchase of ordinary shares under such authority will or 
             may be completed or executed wholly or partly after the expiration 
             of such authority and the Company may purchase ordinary shares 
             in pursuance of any such contract or contracts as if the authority 
             conferred hereby had not expired. 
 
 
             As at 17 May 2021, the Company's issued share capital was 
             91,545,383 ordinary shares of US$0.01 each. Each ordinary 
             share carries the right to one vote in relation to all circumstances 
             at general meetings of the Company, and the Company does not 
             hold any ordinary shares in treasury. Accordingly, the total 
             voting rights in the Company at the time of the AGM were 91,545,383. 
 

-ENDS-

   About Riverstone Credit Opportunities Income   Plc : 

RCOI seeks to generate consistent Shareholder returns predominantly in the form of income distributions, principally by making senior secured loans to small and middle-market energy companies, which span conventional energy as well as low carbon and renewable sources. The investment strategy is predicated on asset-based lending, with conservative loan-to-value ratios and structural protective features to mitigate risk. The Company will invest broadly across energy subsectors globally, with a primary focus on infrastructure businesses and going forward those with de-carbonization strategies in North America. RCOI intends to create a diversified portfolio across basins, commodities, technologies and end-markets to provide natural synergies and hedges that could enhance the overall stability of the portfolio.

For further details, see https://www.riverstonecoi.com/.

Neither the contents of RCOI'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 Credit Opportunities Income   Plc: 

Jingcai Zhu

[phone]

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May 19, 2021 11:42 ET (15:42 GMT)