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Riverstone Energy Limited held its twelfth Annual General Meeting on 20 May 2025, with all resolutions duly passed. Shareholders approved the re-election of directors Richard Horlick, Karen McClellan, John Roche, and Jeremy Thompson; notably, Resolution 7 for Jeremy Thompson's re-election received 4,469,771 votes against, representing over 20% of votes cast. The Company also passed special resolutions authorising market acquisitions of up to 14.99% of Ordinary Shares and empowering directors to allot up to 2,480,509 Ordinary Shares (10% of in-issue shares) non-pre-emptively.
| Date | 20 May 2025 |
| Time | 13:56:56 |
| Category | AGMs and other meetings |
| ID | 4531J |
LEI: 213800HAZOW1AWRSZR47
20 May 2025
RIVERSTONE ENERGY LIMITED
("REL" or the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the twelfth AGM held at 11:00 (BST) on 20 May 2025, 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 2024.
|
For (including discretionary) |
16,305,402 votes |
|
Against |
381,499 votes |
|
Withheld* |
1,169 votes |
Resolution 2
IT WAS RESOLVED to re-appoint Ernst & Young LLP (Guernsey) as Auditor.
|
For (including discretionary) |
16,303,190 votes |
|
Against |
383,711 votes |
|
Withheld* |
1,169 votes |
Resolution 3
IT WAS RESOLVED that the Board of Directors determine the remuneration of the Auditor.
|
For (including discretionary) |
16,684,896 votes |
|
Against |
1,410 votes |
|
Withheld* |
1,764 votes |
Resolution 4
IT WAS RESOLVED to re-elect Richard Horlick as a director.
|
For (including discretionary) |
16,150,514 votes |
|
Against |
532,093 votes |
|
Withheld* |
5,463 votes |
Resolution 5
IT WAS RESOLVED to re-elect Karen McClellan as a director.
|
For (including discretionary) |
16,530,513 votes |
|
Against |
152,094 votes |
|
Withheld* |
5,463 votes |
Resolution 6
IT WAS RESOLVED to re-elect John Roche as a director.
|
For (including discretionary) |
16,532,013 votes |
|
Against |
150,594 votes |
|
Withheld* |
5,463 votes |
Resolution 7
IT WAS RESOLVED to re-elect Jeremy Thompson as a director.
|
For (including discretionary) |
12,212,836 votes |
|
Against |
4,469,771 votes |
|
Withheld* |
5,463 votes |
The Company notes that more than 20% of the votes cast on Resolution 7 were registered against the re-election of Jeremy Thompson as a director and therefore, in accordance with the Association of Investment Companies' Code of Corporate Governance and the UK Corporate Governance Code, it will consult with shareholders and report within six months of the AGM.
SPECIAL RESOLUTIONS
In accordance with UK Listing Rule 6.4.13, details of those resolutions passed, which were not ordinary business of the AGM, follow:-
|
Resolution |
Votes For (including discretionary) |
Votes Against |
Votes Withheld* |
|
8 - Special |
16,681,902 votes |
110 votes |
6,058 votes |
|
9 - Special |
15,459,531 votes |
1,225,775 votes |
2,764 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 8 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, 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 8 (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 2026 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 9 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 2,480,509 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 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 9 or the conclusion of the next annual general meeting of the Company in 2026, 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 9 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. |
In accordance with UK Listing Rule 6.4.2, a copy of the resolutions passed as special business will be submitted as soon as practicable to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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 and Europe.
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:
Deutsche Numis - Corporate Broker:
Hugh Jonathan / Matt Goss
+44 (0) 20 7260 1000
Ocorian Administration (Guernsey) Limited -
Company Secretary:
Birgitte Horn