REG - Riverstone Credit - Result of AGM

Riverstone Credit Opportunities IncomeAnnouncement

22/05/2024 18:30

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RNS Number : 5445P  Riverstone Credit Opps. Inc PLC  22 May 2024

22 May 2024

RIVERSTONE CREDIT OPPORTUNITIES INCOME PLC

 ("RCOI" or the "Company")

 

Results of the Annual General Meeting ("AGM") and initiation of Managed
Wind-Down

 

The Company announces that, at its fifth AGM held at 2.00 pm. (BST) on 22 May
2024, each of the Resolutions were duly passed by a poll vote without
amendment, with the exception of Resolutions 11 and 12, which failed to carry.

 

The Company notes in particular that each of Resolutions 15 and 16 were duly
passed at the AGM and that, accordingly, the Company has adopted the Wind-Down
Investment Policy and entered into Managed Wind-Down, in each case as
described in the Notice of AGM dated 24 April 2024 (the "Notice of AGM").

 

The Company notes that each of Resolutions 11 and 12 were proposed on the
basis that, were the Company to enter into a Managed Wind-Down at the
conclusion of the AGM, the Directors would not use the authority granted to
them and would not seek renewal of such authority at subsequent annual general
meetings of the Company.

 

The Company also announces that it has entered into an amendment to its senior
secured revolving credit facility ("RCF") pursuant to which: (i) the lender
has consented to the adoption of the Wind-Down Investment Policy; and (ii) the
Company may draw up to US$500,000 in order to optimise cash flows during the
Managed Wind-Down.

 

The Company will make further announcements on the progress of the Managed
Wind-Down strategy and the return of cash to Shareholders in due course.

 

The details of the results of the poll vote on each resolution proposed at the
AGM 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
2023 together with the Independent Auditor's Report on those audited accounts
(the "Annual Report and Accounts").

 

 For (including discretionary)  64,126,697 votes
 Against                        3,471 votes
 Withheld*                      7,000 votes

 
 

Resolution 2

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

 

 For (including discretionary)  64,089,115 votes
 Against                        29,496 votes
 Withheld*                      18,557 votes

 

Resolution 3

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

 

 For (including discretionary)  64,089,115 votes
 Against                        16,930 votes
 Withheld*                      31,123 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)  64,110,733 votes
 Against                        6,869 votes
 Withheld*                      19,566 votes

 

Resolution 5

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

 

 For (including discretionary)  64,110,733 votes
 Against                        6,869 votes
 Withheld*                      19,566 votes

 

Resolution 6

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

 

 For (including discretionary)  64,123,299 votes
 Against                        6,869 votes
 Withheld*                      7,000 votes

 

Resolution 7

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

 

 For (including discretionary)  64,126,697 votes
 Against                        3,471 votes
 Withheld*                      7,000 votes

 

Resolution 8

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

 

 For (including discretionary)  64,123,299 votes
 Against                        6,869 votes
 Withheld*                      7,000 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)  45,750,285 votes
 Against                        18,379,883 votes
 Withheld*                      7,000 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$302,684.12.

 

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)  54,110,733 votes
 Against                        10,019,435 votes
 Withheld*                      7,000 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 discretionary)  Votes Against  Total Votes Cast  Votes Withheld*
 11 - Special   45,686,748                           18,432,097     64,118,845        18,323
 12 - Special   44,635,376                           19,483,469     64,118,845        18,323
 13 - Special   64,123,299                           6,869          64,130,168        7,000
 14 - Special   64,123,299                           6,869          64,130,168        7,000
 15 - Ordinary  64,009,261                           119,618        64,128,879        8,289
 16 - Special   64,050,445                           78,434         64,128,879        8,289

 

*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$90,805.24.

 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 13,611,705

 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.

 All votes cast were proxy votes received in advance of the meeting.
 Accordingly, the proxy votes received by the Company are identical to the
 above.

 As at the date of this announcement, the Company's issued share capital was
 90,805,237ordinary 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 90,805,237.

 Resolution 14

 THAT, a general meeting of the Company (other than an Annual General Meeting)
 may be called on not less than 14 days' notice.

 Resolution 15

 That, conditional upon the passing of Resolution 16, the Company adopts the
 proposed changes to its investment policy set out in the circular to
 Shareholders dated 24 April 2024.

 Resolution 16

 That, conditional upon the passing of Resolution 15, in accordance with
 section 21 of the Companies Act 2006, the articles of association of the
 Company in the form referred to in the circular to Shareholders dated 24 April
 2024 and produced to the meeting and initialled by the chairman of the meeting
 for the purpose of identification, be adopted in substitution for, and to the
 exclusion of, the Company's existing articles of association.

 

-ENDS-

About Riverstone Credit Opportunities Income Plc:

 

RCOI lends to companies that build and operate the infrastructure used to
generate, transport, store and distribute both renewable and conventional
sources of energy, and companies that provide services to that infrastructure.
RCOI is strategically repositioning towards companies seeking to facilitate
the energy transition by decarbonizing the energy, industrial and agricultural
sectors, building sustainable infrastructure and reducing or sequestering
carbon emissions. The Company seeks to ensure that its investments are having
a positive impact on climate change by structuring each deal as either a green
loan or a sustainability-linked loan, documented using industry best
practices.

 

As previously announced, on January 2, Riverstone Holdings LLC, and their
affiliate Riverstone Investment Group (collectively, "Riverstone") entered
into a sub management agreement for RCOI with Breakwall Capital LP. Breakwall
is an independent asset manager regulated by the SEC as a Registered
Investment Advisor. It is owned and operated by the former members of the
Riverstone Credit Partners team.

 

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

 

 

 

For Riverstone Credit Opportunities Income Plc:

Adam
Weiss
                +1 212 271 2953

Media Contacts:

 Buchanan
 Helen Tarbet    Tel: +44 (0) 20 7466 5109

 Henry Wilson    Tel: +44 (0) 20 7466 5111

 Verity Parker   Tel: +44 (0) 20 7466 5197

                 Email: rcoi@buchanan.uk.com (mailto:rcoi@buchanan.uk.com)

 

 

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