Discontinuation Resolution and Directorate Changes

THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION

30 October 2020

Riverstone Energy Limited (the "Company")

Discontinuation Resolution and Directorate Changes

Discontinuation Resolution

The Company's articles of incorporation require the Directors to propose to Shareholders a special resolution for the winding up of the Company if, on 29 October 2020, both of the following were true:

(a)          the trading price for the Ordinary Shares had not met or exceeded £14.70 at any time following the Company's initial admission to listing on 29 October 2013; and

(b)          the Company's "Invested Capital Target Return" had not been met.

The Company's "Invested Capital Target Return" is a gross internal rate of return of 8 per cent. on the capital raised in the Company's initial public offering from the date of commitment or investment of the relevant portion of that capital to 29 October 2020.

The Company's all time high trading price as at 29 October 2020 was £13.70 per ordinary share and the Company has delivered a gross internal rate of return of -16 per cent. on the capital raised in its initial public offering, calculated from the date of commitment or investment of the relevant portion of that capital to 29 October 2020. 

Accordingly, the Company must now convene an extraordinary general meeting at which a special resolution will be proposed for the winding up of the Company (the "Discontinuation Resolution").  The Company's articles require that the extraordinary general meeting must be held by 10 December 2020 and a circular including the notice of the meeting will be dispatched to shareholders in the near future. 

Shareholders should note that as the Discontinuation Resolution is a special resolution, it would require 75 per cent. of the votes cast on the resolution to be in favour to pass.  The Company has received an irrevocable undertaking from its largest shareholder, AKRC Investments, LLC ("AKRC"), which holds approximately 31 per cent. of the Company's shares in issue on the date of this Circular, to vote against the Discontinuation Resolution.  There are no circumstances in which AKRC can unilaterally revoke its voting undertaking.  Further, affiliates of RIGL Holdings, LP, the Company's investment manager (the "Investment Manager"), which hold approximately 7 per cent. of the Company's shares in issue have also informed the Company that they intend to vote against the Discontinuation Resolution.  Accordingly, although the Company is required to propose the Discontinuation Resolution to shareholders, it will not pass. 

Future of the Company

Despite the prolonged downturn in the price of oil and gas and the poor performance of the trading price of the Ordinary Shares, the Investment Manager believes that the investment outlook for the Company remains attractive, in particular in light of its modified investment programme for the Company (adopted in 2019) which seeks to give the Company greater autonomy from the private funds managed by affiliates of the Investment Manager and to diversify the Company's investments.

The Investment Manager continues to reposition the Company's focus away from oil and gas investments in the exploration and production sector and to increase its focus on renewable, decarbonisation and selective infrastructure investments, in each case with strong ESG processes in place.  This includes the Company's $25 million commitment announced in July 2020 to participate in the recapitalisation of Enviva Holdings, LP, the world's largest supplier of utility grade renewable biomass fuel in the form of wood pellets, which serve as a replacement for coal in power generation.

The Company's independent directors are supportive of the continuation of the Investment Manager's modified investment strategy for the immediate future.  The independent directors do propose, however, to monitor the Investment Manager's success in repositioning the Company's existing investment policy through the modified investment strategy over the next twenty four months.  In the absence of a significant improvement in the performance of the Company, taking into account the trading price of the Ordinary Shares and portfolio performance over that period, the independent directors will seek Shareholder approval before 31 December 2022 to amend the Company's investment policy to provide for the managed wind-down of the Company. 

Directorate changes

To bring the structure of the Board in line with current market practice, each of Pierre F. Lapeyre, David M. Leuschen and Kenneth Ryan, the directors nominated by the Investment Manager, have agreed to step down as directors with immediate effect and to become observers at the Company's board meetings instead.  The Company's investment management agreement will be amended to remove the Investment Manager's ability to nominate directors of the Company and to replace it with the ability to request that its representatives attend board meetings as observers instead, except in circumstances where matters specifically regarding the Investment Manager and its affiliates are being considered. Following these changes, the Company's board will consist of five independent directors.

Richard Hayden, Chairman of the Company, said: "I would like to thank Pierre, David and Ken for their work and contributions as members of REL's Board.  I look forward to continuing to partner with each of them as primary representatives of the Investment Manager as they work to execute the Company's modified investment approach, and pivot towards investments outside of E&P and within energy transition."

About Riverstone Energy Limited:

REL is a closed-ended investment company that invests exclusively in the global energy industry across all sectors. REL aims to capitalise on the opportunities presented by Riverstone's energy investment platform.  REL's ordinary shares are listed on the London Stock Exchange, trading under the symbol RSE. REL has 9 active investments spanning oil and gas, renewable energy and power in the Continental U.S., Western Canada, Gulf of Mexico 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: