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/.
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 Henry Wilson Verity Parker | Tel: +44 (0) 20 7466 5109 Tel: +44 (0) 20 7466 5111 Tel: +44 (0) 20 7466 5197 Email: rcoi@buchanan.uk.com |
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