Last checked at 
21 May 2020 11:00
21 May 2020
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 First AGM held at 10.00 a.m. (BST) on 21 May 2020, 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 adopt the Report of the Directors and the audited accounts of the Company for the financial period ended 31 December 2019 together with the Independent Auditor's Report on those audited accounts (the "Annual Report and Accounts").
For (including discretionary) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 2
IT WAS RESOLVED to approve the Directors' Remuneration Report contained within the Annual Report and Accounts.
For (including discretionary) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 3
IT WAS RESOLVED to approve the Directors' Remuneration Policy set out on page 26 of the Directors' Remuneration Report contained within the Annual Report and Accounts.
For (including discretionary) | 56,966,673 votes |
Against | 4,000,000 votes |
Withheld | 0 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) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 5
IT WAS RESOLVED to authorise the Board of Directors to determine the remuneration of Ernst & Young LLP.
For (including discretionary) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 6
IT WAS RESOLVED to elect Reuben Jeffery, III as a Director of the Company.
For (including discretionary) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 7
IT WAS RESOLVED to elect Emma Davies as a Director of the Company.
For (including discretionary) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 8
IT WAS RESOLVED to elect Edward Cumming-Bruce as a Director of the Company.
For (including discretionary) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 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, certified 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) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 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 $333,333.33.
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) | 60,966,673 votes |
Against | 0 votes |
Withheld | 0 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* |
11 - special | 60,966,673 votes | 0 votes | 0 votes |
12 - Special | 60,966,673 votes | 0 votes | 0 votes |
13 - Special | 60,966,673 votes | 0 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 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 $100,000.
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 14,990,000;
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.
|
Share buy-back programme
Further to the Company's announcement on 30 April 2020, that it has appointed J.P. Morgan Securities plc to act as its broker to commence market purchases of its own shares (the "buy-backs").
The Company has extended its buy-backs programme and will be made pursuant to the authority granted at the above Annual General Meeting of the Company held today, 21 May 2020, pursuant to which it has authority to repurchase a maximum of 14,990,000 of its ordinary shares. Such authority shall expire at the conclusion of the next annual general meeting of the Company or the date which falls 15 months after today, whichever is the earlier (unless previously revoked, varied or renewed by the Company in general meeting prior to such time).
The Company notes that, as part of the discount management measures outlined in its IPO prospectus, the Company expressed an intention, in specific circumstances in which its ordinary shares trade at a discount to net asset value, to repurchase its own ordinary shares. In light of the unique prevailing market conditions, the Company has decided that, for the time being, it will make buy-backs as and when considered prudent, instead of following the terms set out in the IPO prospectus.
No maximum consideration payable has been determined by the Company, but the Company is unable to pay a price for any shares pursuant to the buy-backs which would equate to a premium on the net asset value of such shares.
This arrangement is in accordance with the Company's general authority to repurchase shares and (although not strictly applicable to the Company) the parameters set out in Listing Rules 12.4.1 and 12.4.2 of the Financial Conduct Authority's Listing Rules.
-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. The investment strategy is predicated on asset-based lending, with conservative loan-to-value ratios and structural protective features to mitigate risk. The Company invests broadly across energy subsectors globally, with an initial focus on North America. RCOI intends to create a diversified portfolio across basins, commodities, and end-markets to provide natural synergies and hedges that could enhance the overall stability of the portfolio.
For further details, see 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:
Daniel Lim
+1 212 271 6266