22 May 2025
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 sixth AGM held at 2.00 pm. (BST) on 22 May 2025, each of the Resolutions were duly passed by a poll vote without amendment.
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 2024 together with the Independent Auditor's Report on those audited accounts (the "Annual Report and Accounts").
| For (including discretionary) | 25,475,329 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) | 25,458,320 votes |
| Against | 12,124 votes |
| Withheld* | 4,885 votes |
Resolution 3
IT WAS RESOLVED to approve the Directors' Remuneration Policy set out on page 25 of the Directors' Remuneration Report contained within the Annual Report and Accounts.
| For (including discretionary) | 25,458,320 votes |
| Against | 12,124 votes |
| Withheld* | 4,885 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) | 25,465,004 votes |
| Against | 10,325 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) | 25,471,627 votes |
| Against | 3,702 votes |
| Withheld* | 0 votes |
Resolution 6
IT WAS RESOLVED to re-elect Reuben Jeffery, III as a Director of the Company.
| For (including discretionary) | 25,470,444 votes |
| Against | 0 votes |
| Withheld* | 4,885 votes |
Resolution 7
IT WAS RESOLVED to re-elect Emma Davies as a Director of the Company.
| For (including discretionary) | 25,470,444 votes |
| Against | 0 votes |
| Withheld* | 4,885 votes |
Resolution 8
IT WAS RESOLVED to re-elect Edward Cumming-Bruce as a Director of the Company.
| For (including discretionary) | 25,470,444 votes |
| Against | 0 votes |
| Withheld* | 4,885 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* |
| 9 - Special | 25,475,329 | 0 | 25,475,329 | 0 |
| 10 - Special | 25,471,627 | 3,702 | 25,475,329 | 0 |
*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 9 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 10,216,739;
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 10 THAT, a general meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 days' notice.
|
-ENDS-
About Riverstone Credit Opportunities Income Plc:
Following the General Meeting held on 22 May 2024, RCOI adopted a revised Investment Objective in order to facilitate a managed wind-down of the Company. The Company aims to realise RCOI's assets on a timely basis with the aim of making progressive returns of cash to holders of Ordinary Shares as soon as practicable.
The Company's loan portfolio has encompassed 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's loan portfolio has also included 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 has sought 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, Riverstone Investment Group LLC, the SEC registered investment advisor to RCOI, entered into a sub-advisory agreement with Breakwall Investment Advisor LLC (an SEC registered investment advisor), as sub-advisor, to provide investment related services to RCOI on January 1, 2024. Breakwall Capital LP is an independent asset manager that is owned and operated by certain 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 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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