Riverstone Energy Limited Amendments to Performance Allocation Arrangements (6646Y)
03 Gennaio 2020 - 08:00AM
UK Regulatory
TIDMRSE
RNS Number : 6646Y
Riverstone Energy Limited
03 January 2020
3 January 2020
[This announcement includes inside information]
Riverstone Energy Limited (the "Company" or "REL")
Amendments to Performance Allocation Arrangements
The management engagement committee of REL, consisting of REL's
independent directors, has agreed with Riverstone International
Limited, REL's investment manager (the "Investment Manager"), to
amend the terms on which REL is required to pay a performance
allocation (the "Performance Allocation") in respect of REL's
investments, as follows:
-- Portfolio Level Cost Benchmark: A Performance Allocation will
only be distributed in respect of a realised investment if, at the
time of the realisation of the relevant investment, the aggregate
of the fair market value of all of the Company's then unrealised
investments and the proceeds of all of its realised investments
since inception exceeds the aggregate acquisition price of all of
the Company's unrealised and realised investments. If this
portfolio level cost benchmark is not met at the time of
realisation of the relevant investment, distribution of the
Performance Allocation is subject to deferment as described further
below.
-- 8% Hurdle Rate: A Performance Allocation will only be accrued
for payment upon the realisation of an investment if the proceeds
from that investment exceed an amount equal to its acquisition cost
plus an 8% annual cumulative hurdle rate calculated from the date
of investment to the date of realisation. If the hurdle is met, the
Performance Allocation will be 20% of all Net Profits in respect of
each such investment. "Net Profits" means the proceeds received
from each realised investment (after the expenses related to its
disposal) minus the acquisition price of that realised
investment.
-- Full Realisation: A Performance Allocation will only be
calculated and accrued on the full realisation of the entire
interest in an investment, unless a partial realisation results in
the full return of all capital invested in such investment.
Otherwise, no Performance Allocation will be payable on partial
disposals and the ability for the Investment Manager to elect to
receive a Performance Allocation on an investment that has been
held by the Company for at least seven years (but not sold) has
been removed.
-- Deferral: If the portfolio level cost benchmark is not met at
the time of full realisation of the relevant investment, it will be
retested on a quarterly basis for the following three years. If, at
any time during those three years, the benchmark is satisfied for
four continuous quarters, the relevant Performance Allocation will
then become distributable without interest. Any accrued but
undistributed Performance Allocation that has been deferred due to
the portfolio level cost benchmark test will expire after 36
months.
The Investment Manager will continue to be required to apply
each Performance Allocation (net of taxes) to acquire ordinary
shares of the Company.
Distribution of Investment Proceeds
In addition, the Company and the Investment Manager have agreed
that, going forward, 20% of the Net Profits attributable to each
fully realised investment, net of taxes, withholdings or reserves
for taxes will, at the discretion of the Company, be available for
distribution to the Company's shareholders, whether by dividend or
share repurchases.
Effective Date of Amendments
The amendments will be effective as of 30 June 2019 and will
apply to all current and future investments of the Company.
Other than as described in this announcement, the investment
management agreement and related arrangements between REL and the
Investment Manager will remain as previously agreed.
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 12
active investments spanning oil and gas, midstream, energy
services, and power in the Continental U.S., Western Canada, Gulf
of Mexico, Europe, and Latin America.
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:
Natasha Fowlie
Brian Potskowski
+44 20 3206 6300
This information is provided by RNS, the news service of the
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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