Result of the Annual General Meeting
Source: RNS
LEI: 213800HAZOW1AWRSZR47
21 May 2024
RIVERSTONE ENERGY LIMITED
("REL" or the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the eleventh AGM held at 10:30 (BST) on 21 May 2024, each of the Resolutions were duly passed without amendment.
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 2023.
|
For (including discretionary) |
12,677,396 votes |
|
Against |
874 votes |
|
Withheld |
0 votes |
Resolution 2
IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.
|
For (including discretionary) |
12,675,317 votes |
|
Against |
2,953 votes |
|
Withheld |
0 votes |
Resolution 3
IT WAS RESOLVED that the Board of Directors determine the remuneration of the Auditor.
|
For (including discretionary) |
12,675,509 votes |
|
Against |
2,761 votes |
|
Withheld |
0 votes |
Resolution 4
IT WAS RESOLVED to re-elect Richard Horlick as a director.
|
For (including discretionary) |
12,598,792 votes |
|
Against |
77,490 votes |
|
Withheld |
1,988 votes |
Resolution 5
IT WAS RESOLVED to elect Karen McClellan as a director.
|
For (including discretionary) |
12,447,158 votes |
|
Against |
229,124 votes |
|
Withheld |
1,988 votes |
Resolution 6
IT WAS RESOLVED to re-elect John Roche as a director.
|
For (including discretionary) |
12,485,942 votes |
|
Against |
190,340 votes |
|
Withheld |
1,988 votes |
Resolution 7
IT WAS RESOLVED to re-elect Jeremy Thompson as a director.
|
For (including discretionary) |
12,451,649 votes |
|
Against |
224,633 votes |
|
Withheld |
1,988 votes |
Resolution 8
IT WAS RESOLVED to re-elect Claire Whittet as a director.
|
For (including discretionary) |
12,483,602 votes |
|
Against |
192,680 votes |
|
Withheld |
1,988 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 discretionary) |
Votes Against |
Votes Withheld* |
|
9 - Special |
12,151,597 votes |
526,672 votes |
1 vote |
|
10 - Special |
12,510,618 votes |
167,652 votes |
0 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 9 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 Financial Conduct 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 14.99 per cent. of the Ordinary Shares in issue as at the date of this Resolution 9 (excluding shares held in treasury);
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 2025 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 10 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 on a non-preemptive basis 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 2,714,817 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, LP, 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 10 or the conclusion of the next annual general meeting of the Company in 2025 whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell from treasury) equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 10 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. |
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 11 active investments spanning decarbonisation, oil and gas, renewable energy and power in the Continental U.S., Western Canada, Europe and Australia.
REL shareholders should note that the Company's investment Crescent Point Energy Corp. was rebranded as Veren Inc. on 10 May 2024 and now trades on the TSX and NYSE under its new ticker symbol "VRN".
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:
+44 (0) 20 3206 6300
Deutsche Numis - Corporate Broker:
Hugh Jonathan
Matt Goss
+44 (0) 20 7260 1000
Ocorian Administration (Guernsey) Limited -
Company Secretary:
Adam Spurr
+44 (0) 1481 742742
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