13 August 2024
NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
RIVERSTONE CREDIT
OPPORTUNITIES INCOME PLC
("RCOI" or the "Company")
Return of Capital by way of a
Compulsory Redemption of Ordinary Shares
Further to its announcement on 8
August 2024 and the commencement of the managed wind down of the
Company at the conclusion of its annual general meeting on 22 May
2024, the Company today announces that it will return approximately
US$23,033,221 to
holders of its ordinary shares of US$0.01 each (the "Ordinary Shares") by way of a
compulsory redemption of approximately 22,701,309 Ordinary Shares
(the "Compulsory
Redemption"). The Company currently
has 90,805,237 Ordinary Shares in issue.
Approximately 25 per cent. of the
Company's total issued share capital as at the date of this
announcement will be redeemed pursuant to the Compulsory Redemption
on the Redemption Date, and the Compulsory
Redemption will be effected pro rata to each Shareholder's
registered holding of Ordinary Shares as at the close of business
on the Redemption Date, being 9 September 2024 (the "Redemption Date"). Accordingly,
Shareholders will have approximately 1 Ordinary
Share redeemed for every 4 Ordinary Shares they hold in
total. Fractions of Ordinary Shares will not be redeemed and
so the number of Ordinary Shares to be redeemed from each Ordinary
Shareholder will be rounded down to the nearest whole number of
Shares.
The Compulsory Redemption will be
effected at a price per Ordinary Share equal to US$1.017 per
Ordinary Share redeemed (the "Compulsory Redemption Price"), being
equivalent to the prevailing NAV per Ordinary Share on the
Redemption Date of US$1.01, together with the accrued but unpaid
dividend of 0.7 cents per Ordinary Share declared by the Board, as
announced on 8 August 2024. The Compulsory Redemption Price has
been determined in accordance with the articles of association (the
"Articles") and includes
the nominal value of each redeemed Ordinary Share.
The Company's Ordinary Shares are
redeemable by the Company upon notice to Shareholders in accordance
with the Articles. All of the Ordinary Shares redeemed on the
Redemption Date will be cancelled and accordingly will thereafter
be incapable of transfer by Shareholders or reissue by the Company.
The directors of the Company believe that the Compulsory Redemption
represents the most efficient and cost-effective method of
returning cash to Shareholders at this time.
The amount to be applied to the
Compulsory Redemption of Ordinary Shares comprises monies arising
from the repayment and realisation of the Company's investments.
Following the payment of the proceeds of the Compulsory Redemption,
the Company will hold cash equal to approximately
US$8,000,000.
In accordance with the Articles, the
Company has today dispatched formal notices of redemption to
Shareholders in respect of the Compulsory Redemption.
Shareholders should consult their
independent professional adviser regarding the tax implications of
the Compulsory Redemption for them.
Settlement
In the case of Ordinary Shares held
in uncertificated form (that is, in CREST), the Compulsory
Redemption will take effect automatically on the Redemption
Date.
The existing Shares will be disabled
in CREST after close of business on the Compulsory Redemption Date
and the existing ISIN GB00BJHPS390 (the "Old ISIN") will be disabled.
The new ISIN GB00BS0C7H78 (the
"New ISIN"), in respect of
the remaining Shares which have not been redeemed, will be enabled
and available for transactions from 8.00 a.m. on 10 September 2024.
CREST will automatically transform any open transactions as at the
Compulsory Redemption Date into the New ISIN.
In the case of Shares held in
certificated form (that is, not in CREST), redemptions will take
effect
automatically on the Redemption
Date. Shareholders' existing Share certificates will be cancelled
and new Share certificates will be issued to each such Shareholder
for the balance of their shareholding after the Redemption
Date.
Up to and including the Redemption
Date, Ordinary Shares will continue to be traded under the Old ISIN
and as such, a purchaser of such Ordinary Shares who was not on the
register on the Redemption Date would have a market claim for a
proportion of the redemption proceeds.
All Ordinary Shares that are
redeemed will be cancelled with effect from the relevant Redemption
Date. Accordingly, once redeemed, such Ordinary Shares will be
incapable of transfer.
Payments of redemption monies are
expected to be effected either through CREST (in the case of Shares
held in uncertificated form) or by cheque (in the case of Shares
held in certificated form) within 10 Business Days of the
Redemption Date, or as soon as practicable thereafter. Shareholders
will be paid their redemption proceeds in US dollars.
Expected Timetable
Notice of Compulsory Redemption
despatched
|
13 August 2024
|
Redemption Date (and record date for
the Compulsory Redemption)
|
6.00 p.m. 9 September
2024
|
Redemption payment date (on or
around)
|
19 September 2024
|
For
Riverstone Credit Opportunities Income Plc:
Adam
Weiss
Tel: +1 212 271 2953
For
J.P. Morgan Cazenove (Corporate Broker):
Jérémie Birnbaum (Corporate
Finance)
Tel: +44 (0) 20 7742
4000
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
Samuel Adams
Tel: +44 (0) 20 7466 5162
Email:
rcoi@buchanan.uk.com
For further details, see
https://www.riverstonecoi.com/.