for the year ended 31 December 2025
Annual Report and
Financial Statements 2025
Riverstone
Energy
Limited
(LSE: RSE)
Contents
Who We Are 01
Financial and Operational Highlights 02
Key Financials 03
Board Chair’s Statement 04
Environmental, Social and Governance Report 07
Investment Manager’s Report 08
Investment Policy 17
Board of Directors 18
Report of the Directors 20
Directors’ Responsibilities Statement 26
Responsibility Statement of the Directors in Respect
of the Annual Report under the Disclosure Guidance
and Transparency Rules
27
Corporate Governance Report 28
Report of the Audit Committee 40
Independent Auditor’s Report to the
Members of Riverstone Energy Limited
44
Report of Independent Auditors to the
Directors of Riverstone Energy Limited
49
Statement of Financial Position 50
Statement of Comprehensive Income 51
Statement of Changes in Equity 52
Statement of Cash Flows 53
Notes to the Financial Statements 54
Alternative Performance Measures (“APMs”) 76
Glossary of Capitalised Defined Terms 78
Directors and General Information 82
Who We Are
RIVERSTONE ENERGY LIMITED
FOLLOWING SHAREHOLDER APPROVAL AT THE EXTRAORDINARY
GENERAL MEETING (“EGM”) HELD ON 22 AUGUST 2025, RIVERSTONE
ENERGY LIMITED (THE “COMPANY”) HAS NOW COMMENCED A
MANAGED WIND-DOWN PROCESS (“MANAGED WIND-DOWN”),
WITH THE OBJECTIVE OF REALISING ALL THE EXISTING ASSETS IN
AN ORDERLY MANNER THAT MAXIMISES VALUE FOR SHAREHOLDERS.
The Managed Wind-Down process will in due course result in a liquidation
of the Company and the prior orderly dissolution of a number of
underlying investment holding entities.
The Company’s Investment Manager is RIGL Holdings, LP,
which is majority-owned and controlled by affiliates of Riverstone.
Riverstone Holdings LLC (‘’Riverstone’’) is an energy and power-focussed
private investment firm founded in 2000 by David M. Leuschen and Pierre F.
Lapeyre with approximately $45 billion of capital raised. Riverstone conducted
buyout and growth capital investments in the E&P, midstream, oilfield services,
power and renewable sectors of the energy industry. Since 2009, Riverstone has
committed over $8 billion to the renewable energy and decarbonisation sectors,
across 49 investments ranging from wind power development to financial
software enabling the deployment of renewable infrastructure projects.
The registered office of the Company is PO Box 286, Floor 2,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY.
1
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Financial and Operational Highlights
(1)
>
REALISATIONS AND
DISTRIBUTIONS RECEIVED
DURING THE YEAR ENDED
31 DECEMBER 2025
$233.3 million
(2)
from the following investments:
(i) $138.3 million from Permian Resources
(ii) $68.7 million from Whitecap Resources
(iii) $26.2 million from Solid Power
(iv) $0.1 million from Rock Oil
>
INVESTMENTS DURING
THE YEAR ENDED
31 DECEMBER 2025
$4.9 million from add-on investment into Infinitum for Series F funding.
>
SHARE BUYBACKS AND
COMPULSORY REDEMPTIONS
DURING THE YEAR ENDED
31 DECEMBER 2025
The Company purchased and cancelled 0.7 million shares at an average price of
£7.33 per share and redeemed 17.3 million shares as part of its first compulsory
share redemption returning £190.0 million under its shareholder approved
Managed Wind-Down process.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
2
Key Financials
2025 2024
NAV as at 31 December
(3)
$118 million / £88 million
(4)
$376 million / £299 million
(4)
NAV per Share as at 31 December
(3)
$16.07 / £11.94
(4)
$14.83 / £11.81
(4)
Per cent. change in NAV per Share (USD) for the year
ended 31 December
8.36 per cent. (7.08) per cent.
Market capitalisation at 31 December $71 million
(4)
/ £53 million $250 million
(4)
/ £199 million
Share price at 31 December $9.73
(4)
/ £7.23 $9.87
(4)
/ £7.86
Per cent. change in Share price in US Dollar and Sterling Share price
for the year ended 31 December
$(1.42) per cent. /
£(8.02) per cent.
$(3.2) per cent. /
£(1.9) per cent.
Converted USD Share price discount to USD NAV (39.45) per cent. (33.4) per cent.
Cash and cash equivalents at 31 December $17.1 million
(5)
/ £12.7 million
(4)
$78.5 million
(5)
/ £62.5 million
(4)
Marketable securities (unrestricted) at 31 December $nil / £nil
(4)
$201 million / £160 million
(4)
Total comprehensive loss for the year ended 31 December $(0.5) million $(79.7) million
Basic and diluted loss per Share for the year ended 31 December (2.17) cents / (1.61) pence
(4)
(264.36) cents / (210.51) pence
(4)
Number of shares repurchased through buyback, tender offer
and compulsory redemption/average price per Share for the
year ended 31 December
(6)
18,008,275
$14.62 / £10.86
16,853,098
$12.85 / £10.23
Number of Shares outstanding at 31 December 7,334,416 25,342,691
(1)
Amounts shown reflect investment-related activity at the Investment Undertaking level, not the Company, except for Share Buybacks and Compulsory Redemptions.
(2)
Amounts may vary due to rounding.
(3)
NAV and NAV per Share are reflective of the fair value movements in the underlying investments held by the Partnership, net of income and expenses of the Partnership and its
related Investment Undertakings, and applicable taxes which were both $nil as of 31 December 2025 and 31 December 2024.
(4)
Based on exchange rate of 1.3462 $/£ at 31 December 2025 (1.2558 $/£ at 31 December 2024).
(5)
At 31 December 2025 and 2024, respectively, amounts are comprised of $1.9 million and $1.5 million held by the Company, $14.8 million and $62.6 million held at the Partnership
and $0.4 million and $14.4 million held at REL US Corp.
(6)
Inception to date total number of shares repurchased was 37,075,536 at an average price per share of £4.44 ($5.67).
3
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Board Chair’s Statement
DEAR SHAREHOLDER,
2025 was a year shaped by geopolitical risk and policy volatility. While inflation eased from post-pandemic highs,
expectations for interest rate cuts have moderated somewhat as markets assessed the inflationary implications of trade
tariffs. This combination of elevated uncertainty and higher discount rates continued to weigh on risk appetite, particularly
for earlier stage growth assets.
Geopolitical risk remained a defining feature of the year. The conflict in Ukraine persisted and tensions in the Middle East
periodically escalated, culminating in US and Israeli strikes on Iranian nuclear facilities in June 2025. Such events reinforced
the market’s sensitivity to supply disruption risk and shipping route security. Against this backdrop, the energy sector again
demonstrated its strategic importance, both as a driver of economic competitiveness and a foundation for economic security.
Within this environment, the Board took decisive steps to position Riverstone Energy Limited for an orderly conclusion to
its lifecycle. Following extensive engagement both by the Board and major Shareholders with the Investment Manager,
Shareholders approved the commencement of a Managed Wind-Down at the Extraordinary General Meeting on 22 August
2025. The objective is clear; we will realise the remaining assets in an orderly manner and return capital to Shareholders
on a timely basis, while, where possible, ceasing new investments other than sums which may be committed to existing
investments in a defensive capacity to preserve value.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
4
OIL & GAS
Oil prices were volatile across 2025, reflecting shifting expectations
for global growth, changes in supply policy, and periodic geopolitical
and trade risk premia. West Texas Intermediate (WTI) opened the
year at $72.44 per barrel and closed at $57.26 per barrel, having
traded between an intra year high of $80.73 on 15 January 2025 and
an intra year low of $55.44 on 16 December 2025.
Natural gas prices also experienced pronounced volatility.
Henry Hub opened the year at $3.40 per MMBtu and closed at
$4.00 per MMBtu, with an intra year high of $9.86 on 17 January
2025 and an intra year low of $2.65 on 13 June 2025. Prices spiked
early in the year before retreating, with the next highest level
recorded at $7.15 on 19 February 2025, underscoring the influence
of weather, storage dynamics and demand expectations.
The United States Energy Information Association’s commentary
suggests crude prices were under steady pressure in the second
half of the year as rising production and growing volumes
in floating storage outweighed the effect of potential export
disruptions, consistent with a market that moved from episodic
risk premia to a more persistent supply overhang. The same
analysis highlights the growing importance of US liquefied natural
gas exports to the gas balance and an electricity generation mix
that in the US is still led by natural gas (40 per cent. vs 24 per cent.
renewables and 17 per cent. coal), especially as energy demand
reached a record peak in 2025. In Europe, by contrast, total fossil
generation (Coal, oil and gas) fell to 29 per cent. with wind and
solar accounting for 30 per cent., exceeding total fossil fuel-based
electricity generation for the first time.
In October 2025, the Company exited its remaining oil &
gas positions.
RENEWABLES PERFORMANCE
Clean energy markets remained in a period of adjustment during
2025. The sector started the year in a more demanding operating
environment, with grid congestion, a higher cost of capital and
a less predictable policy backdrop in parts of the United States
weighing on investor sentiment and project economics.
Conditions began to stabilise as the year progressed.
Financing costs eased modestly as central banks moved from
tightening to gradual rate reductions, and policy support proved
more resilient outside the United States. In Europe, notwithstanding
delays and friction, the framework continues to reward profitable
projects, while parts of Asia and the Middle East remain overtly
supportive and expansionary. Listed renewables equities recovered
during the period, with the MSCI Alternative Energy Index up more
than 40 per cent. in the year, but the sector continues to operate in
a more selective market that demands evidence of value creation
and durability. Against this more selective market, our focus has
remained on portfolio stewardship and value maximisation.
MANAGED WIND-DOWN AND CAPITAL RETURNS
Following Shareholder approval, the Company entered a Managed
Wind-Down process in the second half of the year, amending its
investment objective and policy to focus on realising the portfolio
and returning the remaining capital to Shareholders.
Implementation has progressed rapidly, with the Company
realising its publicly listed holdings and materially increasing
cash available for return. This enabled the Board to implement
the first compulsory partial redemption in October 2025, at
£11.01 per share, through which the Company redeemed and
cancelled approximately 70 per cent. of its issued share capital.
Following the compulsory redemption, the number of shares in
issue reduced materially to 7,334,416.
In line with the Managed Wind-Down policy, the Company
returned excess capital to Shareholders during the year through
compulsory redemptions totalling £190 million. As at 31 December
2025, the cash balance comprised of $1.9 million held by the
Company, $14.8 million held at the Partnership and $0.4 million
held at REL US Corp; totalling $17.1 million, with provision now
made for approximately $1 million to cover the expected final costs
associated with the intended voluntary liquidation of the Company
and its relevant associated underlying investment holding entities
at the conclusion of the Managed Wind-Down process.
The Company’s share price opened the year at £8.00 per
share and ended the year at £7.23 per share. The shares
reached a high of £9.66 on 21 October 2025, shortly before
the compulsory redemption.
5
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Board Chair’s Statement continued
PORTFOLIO COMMENTARY
At mid-year, the portfolio comprised seven active investments,
with conventional holdings in Onyx Power, Permian Resources
and Whitecap Resources and decarbonisation holdings in Solid
Power, GoodLeap, Infinitum Electric and Group14 Technologies.
Following the commencement of the Managed Wind-Down, a
number of realisations were executed, reducing the size of the
portfolio materially.
The Company fully exited its positions in Permian Resources and
Whitecap Resources in September 2025, generating proceeds of
$138.3 million and $68.7 million respectively, inclusive of dividends
received during the year. The Company also sold its entire
shareholding in Solid Power in September 2025, and subsequently
disposed of its remaining warrants in Solid Power in October 2025,
for total proceeds of $26.2 million.
On 2 January 2026, the Company announced a further commitment
to its existing investment in Infinitum with $5.0 million duly funded
as part of a wider Series F financing arrangement. Infinitum will
use the investment to provide short to medium term working
capital to support its operations.
Also, on 2 February 2026, after long and challenging negotiations,
the Company announced the completion of the sale of 100 per cent.
of its interest in Onyx Power to ResInvest Group. The sale resulted
in proceeds of $50.4 million (€42.7 million).
SHAREHOLDER ALIGNMENT AND GOVERNANCE
The Board remains focused on disciplined capital stewardship
and alignment with Shareholders throughout the Managed
Wind-Down. The shift to compulsory redemptions as the primary
mechanism for returning capital reflects the Company’s transition
from portfolio construction to portfolio realisation.
CONCLUDING REMARKS
The approved Managed Wind-Down represents the final phase
of the Company’s evolution and, in the Board’s view, the most
effective route to unlocking value through an orderly realisation
of the remaining portfolio. During 2025, the Company has acted
promptly to sell its publicly held positions and return substantial
capital to Shareholders, while continuing to progress the
remaining private holdings towards future realisations.
We recognise that the investment backdrop remains challenging,
particularly for earlier stage decarbonisation assets that require
stable policy frameworks and consistent access to funding.
Against that context, we will continue to work closely with the
Investment Manager to preserve value, maintain discipline on
costs and return capital to Shareholders as proceeds are realised.
In accordance with the Managed Wind-Down investment policy,
the Company expects to return a portion of the proceeds from the
Onyx Power sale to Shareholders, net of reasonable provisions
for running costs in the remaining part of the expected Managed
Wind-Down period to 31 December 2027 and the provision for final
liquidation costs, by way of a pro rata compulsory redemption of
ordinary shares.
On behalf of the Board, I would like to thank Jeremy Thompson,
who will not be standing for re-election at the AGM as a
Non-Executive Director of the Company, for his dedicated
service to the Company over the past nine years. His expertise
has been instrumental in guiding the Company through
numerous milestones and achievements.
I would also like to thank Shareholders for your continued
support and engagement as the Company progresses through
the concluding phase of its lifecycle.
Richard Horlick
Chair of the Board
3 March 2026
Riverstone Energy Limited – Annual Report and Financial Statements 2025
6
While we continue to exit our current investments, Riverstone retains an ESG policy that
outlines its commitment to ESG principles. A copy of Riverstone’s ESG policy is available online:
https://www.riverstonellc.com/media/1358/2024_riverstone_esg_policy-final-october-2024.pdf
RIGL Holdings, LP
3 March 2026
Environmental, Social and Governance Policy
7
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Investment Manager’s Report
ECONOMIES REMAIN RESILIENT IN THE FACE OF UNCERTAINTY
2025 was characterised by persistent macro-economic uncertainty, policy volatility and elevated geopolitical risk, set against
a backdrop of moderating inflation. While headline inflation continued to ease from post-pandemic highs, expectations for
interest-rate cuts were repeatedly reassessed as markets weighed the inflationary implications of trade tariffs, supply-chain
friction and renewed fiscal expansion driving debate about the level of developed government indebtedness. Despite the
global economy remaining relatively resilient, with growth coming through in most major countries, the combination of
policy uncertainty and higher discount rates tempered investor risk appetite for earlier-stage growth assets.
Geopolitical developments remained a defining feature of the year. The conflict in Ukraine continues, while tensions in
the Middle East flared-up intermittently, raising further uncertainty about the security and consistency of energy supply.
These dynamics again underscored the strategic importance of energy – both as a driver of economic competitiveness
and as a cornerstone of national energy security – and continued to influence capital allocation across the sector.
Against this backdrop, global equity markets delivered a surprisingly strong performance over the course of the year.
Periods of volatility, driven by policy announcements and geopolitical events, were interspersed with strong share price
performance, particularly in the second half of the year. This performance was supported by resilient corporate earnings
and growing investor focus on balance-sheet strength and cash generation. The S&P 500 rose 16.4 per cent. over the year,
but 15.3 per cent. in the second half and the FTSE 100 increased 22.3 per cent. over the course of the year and 13.2 per cent.
in the second half, each of which in local currency terms. Within energy markets, price movements reflected the interplay
between demand expectations, geopolitical risk premium and a supply backdrop that, in aggregate, remained strong.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
8
PORTFOLIO STRATEGY:
TRANSITION TO MANAGED WIND-DOWN
Within this environment, and following extensive engagement
with the Board, Shareholders approved the commencement of a
Managed Wind-Down at the Extraordinary General Meeting held
in August 2025.
The Company’s investment objective and policy were amended
to focus on the orderly realisation of the remaining portfolio and
the timely return of capital to Shareholders, while ceasing, where
possible, new investments other than those of a defensive nature
with respect to the existing investment portfolio.
Implementation of the Managed Wind-Down progressed rapidly
in the second half of the year. The Investment Manager worked
closely with the Board to crystallise value from the publicly
listed holdings and simplify the portfolio, materially increasing
cash available for return. This enabled the Company to execute
a compulsory partial redemption of shares in October 2025,
returning substantial capital to Shareholders and significantly
reducing the number of shares in issue.
PORTFOLIO ACTIVITY AND PERFORMANCE
At mid-year, the portfolio comprised seven active investments
across conventional energy, power and decarbonisation.
Following the commencement of the Managed Wind-Down and
subsequent realisations, the portfolio was simplified materially.
During the year, the Company exited fully its positions in Permian
Resources and Whitecap Resources, realising aggregate
proceeds broadly in line with carrying values. The sale of Permian
Resources was effected via an underwritten public offering of
shares. The Company participated for the whole of its shareholding
in Permian Resources realising gross proceeds of $138.3 million.
The sale of Whitecap Resources secured a further $68.7 million
in gross proceeds. In addition, the Company completed the sale
of its entire shareholding in Solid Power in September 2025 and
subsequently disposed of its remaining warrants in October 2025
for gross proceeds of $26.2 million, representing a significant
increase over the net asset value of Solid Power at 30 June 2025
of $16.0 million. These transactions reflected the Investment
Manager’s focus on crystallising value where liquidity was
available and pricing was supportive, while reducing exposure
to public-market volatility.
For information on the Infinitum follow on investment which was
made prior to the year end and the Onyx Power sale, which were
both announced in Q1 2026, please refer to the Post Year End
Update section of the Investment Manager’s report.
ENERGY MARKETS:
MIXED PRICE PERFORMANCE WITHIN A
STRUCTURALLY EVOLVING SYSTEM
Oil prices were volatile through 2025, responding to shifting
expectations for global growth, changes in supply policy and
periodic geopolitical shocks. West Texas Intermediate (WTI) crude
traded within a wide range over the year, with early-year strength
giving way to softer pricing in the second half as rising production
and inventory levels outweighed concerns around potential supply
disruptions. The WTI price fell 22 per cent. over the year to end
the year at $57.26. Natural gas markets were similarly influenced
by weather-driven demand swings, storage dynamics and the
growing role of liquefied natural gas in balancing regional markets
but the gas price performed better rising 17.6 per cent. in 2025.
At the same time, the structural evolution of the global energy
system continued. Electricity demand growth remained
robust, driven by electrification trends, rising cooling demand,
and the expansion of data centres and digital infrastructure.
The majority of incremental electricity demand continued to be
met by low-emission sources, led by solar and wind, alongside a
growing contribution from nuclear power. However, fossil fuels –
particularly natural gas – retained a critical role in providing firm,
dispatchable power, reinforcing the view that the energy transition
will remain non-linear and regionally differentiated. The Company
exited its oil and gas positions in October 2025.
Independent analyses from the International Energy Agency
and McKinsey & Company pointed to continued growth in
global energy demand, rising electricity consumption and a
slower-than-previously-anticipated pace of decarbonisation
in certain sectors where affordability and supply security have
become more prominent policy priorities, although renewable
energy generally offers a lower levelized cost of energy
compared to new natural gas plants, and rising liquefied natural
gas exports increase domestic gas price volatility. By way of
contrast, China reached a significant structural turning point in
its electricity decarbonisation in 2025, with clean energy growth
outpacing its power demand, making China the primary driver
of global decarbonisation. These dynamics continue to shape
the operating and valuation environment for both conventional
and decarbonisation assets.
9
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Investment Manager’s Report continued
CURRENT PORTFOLIO – CONVENTIONAL
(8)
Investment
(Private)
Gross
Committed
Capital
($mm)
Invested
Capital
($mm)
Gross
Realised
Capital
($mm)
(1)
Gross
Unrealised
Value
($mm)
(2)
Gross
Realised
Capital &
Unrealised
Value
($mm)
31 Dec
2025
Gross
MOIC
(2)
31 Dec
2024
Gross
MOIC
(2)
Onyx Power
(Private) 66 60 121 50 171 2.86x 2.80x
Total Current Portfolio – Conventional
(3)
$66 $60 $121 $50 $171 2.86x 2.80x
CURRENT PORTFOLIO – DECARBONISATION
(8)
Investment
(Private)
Gross
Committed
Capital
($mm)
Invested
Capital
($mm)
Gross
Realised
Capital
($mm)
(1)
Gross
Unrealised
Value
($mm)
(2)
Gross
Realised
Capital &
Unrealised
Value
($mm)
31 Dec
2025
Gross
MOIC
(2)
31 Dec
2024
Gross
MOIC
(2)
Infinitum (Private) 33 33 – 33 33 1.00x 0.85x
GoodLeap (Private) 25 25 2 23 25 1.00x 1.00x
Group14 (Private) 4 4 – 0 0 0.10x 0.75x
Total Current Portfolio – Decarbonisation
(3)
$62 $62 $2 $56 $58 0.94x 0.91x
Total Current Portfolio – Conventional
& Decarbonisation
(3)
$128 $122 $123 $106 $229 1.89x 1.88x
Cash and Cash Equivalents
(7)
$17
CAPITAL RETURNS
Following the realisation of the public holdings and the execution
of the first compulsory share redemption, the Investment
Manager’s focus has shifted to maximising value from the
remaining private portfolio while maintaining discipline on costs
and governance through the period of the Managed Wind-Down.
Buybacks have ceased, with compulsory redemptions now the
primary mechanism for returning capital to Shareholders.
In August 2025, the Company announced a compulsory partial
redemption which was executed on 23 October 2025 in which
17,256,964 shares, approximately 70 per cent. of the outstanding
shares in issue, were acquired and cancelled at a price of £11.01,
being the then NAV per share as at 30 June 2025. These shares
were acquired and redeemed from Shareholders pro-rated
for their shareholding. This returned approximately £190m to
Shareholders. As at 31 December 2025, the cash balance was
comprised of $1.9 million held by the Company, $14.8 million held
at the Partnership and $0.4 million held at REL US Corp; totalling
$17.1 million.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
10
REALISATIONS
Investment
(Initial Investment Date)
Gross
Committed
Capital
($mm)
Invested
Capital
($mm)
Gross
Realised
Capital
($mm)
(1)
Gross
Unrealised
Value
($mm)
(2)
Gross
Realised
Capital &
Unrealised
Value
($mm)
31 Dec
2025
Gross
MOIC
(2)
31 Dec
2024
Gross
MOIC
(2)
Permian Resources (16 Jul 2016) 268 268 370 – 370 1.38x 1.41x
Whitecap Resources (27 Mar 2014) 296 296 266 – 266 0.90x 0.82x
Rock Oil (12 Mar 2014) 114 114 239 – 239 2.09x 2.09x
Three Rivers III (7 Apr 2015) 94 94 204 – 204 2.17x 2.17x
ILX III (8 Oct 2015) 179 179 172 – 172 0.96x 0.96x
Meritage III
(4)
(17 Apr 2015) 40 40 88 – 88 2.20x 2.20x
RCO
(5)
(2 Feb 2015) 80 80 80 – 80 0.99x 0.99x
Carrier II (22 May 2015) 110 110 67 – 67 0.61x 0.61x
Pipestone Energy (29 Aug 2014) 90 90 58 – 58 0.64x 0.64x
Sierra (24 Sept 2014) 18 18 38 – 38 2.06x 2.06x
Solid Power (22 Mar 2021) 48 48 26 – 26 0.55x 0.29x
Aleph Midstream (9 Jul 2019) 23 23 23 – 23 1.00x 1.00x
Ridgebury H3 (19 Feb 2019) 18 18 22 – 22 1.22x 1.22x
Castex 2014 (3 Sep 2014) 52 52 14 – 14 0.27x 0.27x
Total Realisations
(3)
$1,430 $1,430 $1,670 $– $1,670 1.17x 1.15x
Withdrawn Commitments and Investment Write-Offs
(6)
477 477 10 – 10 0.02x 0.02x
Total Investments
(3)
$2,035 $2,029 $1,803 $106 $1,909 0.94x 0.92x
Total Investments & Cash and Cash Equivalents
(3)(7)
$123
(1)
Gross realised capital is total gross proceeds realised on invested capital. Of the $1,803 million of capital realised to date, $1,330 million is the return of the cost basis, and the
remainder is profit.
(2)
Gross Unrealised Value and Gross MOIC (Gross Multiple of Invested Capital) are before transaction costs and taxes (approximately 21 to 27.5 per cent. of U.S. sourced taxable
income). In connection with the Managed Wind-Down approved by Shareholders 22 August 2025, the Investment Manager’s performance allocation arrangements under the
existing IMA ceased to apply and no further performance allocation would be paid under the Managed Wind-Down with Adjustment Payments instead becoming payable on
realisations. In addition, there was a management fee of 1.5 per cent. of net assets (including cash) per annum, which was reduced to 1.0 per cent. of net assets (excluding cash)
per annum effective 22 August 2025 with the shareholder approval of the Managed Wind-Down. Given these costs, fees and expenses are in aggregate expected to be
considerable, Total Net Value and Net MOIC will be materially less than Gross Unrealised Value and Gross MOIC. Local taxes, primarily on U.S. assets, may apply at the
jurisdictional level on profits arising in operating entity investments. Further withholding taxes may apply on distributions from such operating entity investments. In the normal
course of business, the Company may form wholly-owned subsidiaries, to be treated as C- Corporations for US tax purposes. The C-Corporations serve to protect the Company’s
public investors from incurring U.S. effectively connected income. The C-Corporations file U.S. corporate tax returns with the U.S. Internal Revenue Service and pay U.S.
corporate taxes on its taxable income.
(3)
Amounts may vary due to rounding.
(4)
Midstream investment.
(5)
Credit investment.
(6)
Withdrawn commitments consist of Origo ($9 million) and CanEra III ($1 million), and investment write-offs consist of Liberty II ($142 million), Fieldwood ($80 million),
Eagle II ($62 million) and Castex 2005 ($48 million), Tritium ($25 million), T-Rex ($21 million), Enviva ($21 million), Anuvia Plant Nutrients ($20 million), FreeWire ($14 million),
Our Next Energy ($12 million), Hyzon ($10 million) and Ionic I & II ($3 million).
(7)
This figure is comprised of $1.9 million held at the Company, $14.8 million held at the Partnership and $0.4 million held at REL US Corp.
(8)
The investments in the tables are held within the Partnership.
11
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Investment Manager’s Report continued
As of 31 December 2025, the Company’s investment portfolio, through the Partnership, comprised four active investments.
The four remaining investments include 1 power and 3 decarbonisation investments.
INVESTMENT PORTFOLIO SUMMARY
ONYX POWER
As of 31 December 2025, the Company, through the Partnership, had invested $60 million of its
$66 million commitment to Onyx Power.
Onyx Power is a European-based independent power producer that was created through the
successful acquisition of 2,350MW of gross installed capacity (1,941MW of net installed capacity,
which reduced to 1,641MW following the decommissioning of Farge) of coal, gas, and biomass-fired
power plants in Germany and the Netherlands from Engie SA. Two of the facilities in the current
portfolio are among Europe’s most recently constructed thermal plants, which benefit from high
efficiencies, substantial environmental controls, low emissions profiles and the potential use of
sustainable biomass.
As of 31 December 2025, the Company’s interest in Onyx Power, through the Partnership, was valued
at 2.86x Gross MOIC or $171 million (Realised: $121 million, Unrealised: $50 million).
On 2 February 2026, after long and challenging negotiations, the Company announced the completion
of the sale of 100 per cent. of its interest in Onyx Power to ResInvest Group. The sale resulted in
proceeds of $50.4 million (€42.7 million). Following the completion of the transaction, the Company,
along with other Riverstone co-investors, reserved funds at Onyx Power to support the pursuit of
legal action for potential compensation claims which may benefit the Company in due course.
$60 MILLION
INFINITUM
As of 31 December 2025, the Company, through the Partnership, had fully invested its $32.5 million
commitment to Infinitum, which reflects the increase of $5.0 million for the Series F financing
described below.
Infinitum’s motors are helping the world’s highest-emitting, power-intensive industries, including
the rapidly growing data centre industry, consume less energy, more responsibly. When compared
to conventional motors, the Infinitum motor is around 20 per cent. more efficient, 50 per cent. lighter,
uses 66 per cent. less copper and no iron, and produces significantly lower sound power noise.
Infinitum motors address sustainability across manufacturing, operations, maintenance and end
of life, with reusable components designed to stay in service and out of landfills.
In Q1 2025, Infinitum executed a $34 million grant contract with the U.S. Department of Energy and
was awarded a $19 million 48C tax credit to support their high-powered printed circuit board
(HP-PCB) stators facility in Rockdale, Texas. The grant’s final execution and disbursement status
under the current administration remains subject to confirmation, given the U.S. Department Of
Energy’s broader review and cancellation of certain clean manufacturing grants in late 2025.
On 2 January 2026, the Company announced a further commitment to its existing investment in
Infinitum to participate in the Series F financing, of which approximately $5.0 million was funded
prior to 31 December 2025 in the first closing. In making its decision for the Company to participate
in the Series F financing, the Board took into account updates from the Investment Manager as to
Infinitum’s proposed commercial strategy and future prospects. The Investment Manager advised
the Board that the Company’s incremental commitment to Infinitum was required to support its
operations and commercial momentum, and to avoid a liquidity constraint and therefore decline in
the value of the Company’s investment. In 2026, management’s priority is to continue scaling revenue,
with data centers remaining the primary growth driver, supported by higher average selling prices
and a favorable product mix. To execute this strategy and support international expansion, the
company plans to scale its sales organisation.
As of 31 December 2025, the Company’s interest in Infinitum, through the Partnership, was valued at
1.00x Gross MOIC or $33 million (Realised: nil, Unrealised: $33 million).
$33 MILLION
INVESTED IN FULL ITS
COMMITMENT TO INFINITUM
(increase of $5.0 million for
the Series F financing)
Riverstone Energy Limited – Annual Report and Financial Statements 2025
12
$25 MILLION
INVESTED IN FULL ITS
COMMITMENT TO GOODLEAP
GOODLEAP
As of 31 December 2025, the Company, through the Partnership, had invested in full its $25 million
commitment to GoodLeap.
GoodLeap is a technology company delivering best-in-class financing and software products for
sustainable solutions, from solar panels and batteries to energy-efficient HVAC, heat pumps, roofing,
windows, and more. Over 1.2 million homeowners have benefited from GoodLeap’s simple, fast, and
frictionless technology that makes the adoption of these products more affordable, accessible, and
easier to understand. Thousands of professionals deploying home efficiency and solar solutions rely
on GoodLeap’s proprietary, AI-powered applications and developer tools to drive more transparent
customer communication, deeper business intelligence, and streamlined payment and operations.
GoodLeap’s platform has led to more than $30 billion in financing for sustainable solutions
since 2018.
GoodLeap delivered strong operating results, driven by continued growth in Home Improvement
volumes, expanding contractor adoption, and increasing engagement across the Home App and
Virtual Power Plant platform. That said, the company remains pressured by elevated legal and
litigation-related costs. While core volumes and adjusted EBITDA have rebounded meaningfully,
excess legal spend continues to weigh on cash flow and earnings visibility.
As of 31 December 2025, the Company’s interest in GoodLeap, through the Partnership, was valued
at 1.00x Gross MOIC or $25 million (Realised: $2 million, Unrealised: $23 million).
$4 MILLION
INVESTED IN FULL ITS
COMMITMENT TO GROUP14
GROUP14
In April 2022, the Company, through the Partnership, invested $4 million into Group14 Technologies,
Inc.’s $400 million Series C funding round. The Series C round was led by Porsche AG, with
participation from OMERS Capital Markets, Decarbonisation Partners, Vsquared Ventures, and
others. Group14 is a battery materials technology company founded in 2015. The company has
developed a proprietary silicon-based anode battery material to replace graphite in conventional
lithium-ion batteries.
Although Group14 successfully raised a $110 million internal round in the form of a convertible note
during the first half of 2025 and has a cash balance just shy of $50 million, the company is tracking
behind its 2025 budget primarily driven by new delays in production of the BAM-2 facility from 2025
to 2026, thereby pushing back the ramp up in revenue. As such, during the second quarter of 2025,
the valuation multiple for Group14 was lowered from 0.75x to 0.25x Gross MOIC.
Operationally, Group14 continued to encounter production and commissioning challenges during the
second half of 2025. The BAMT-1 module has yet to achieve sustained commercial operations and the
BAM-2 module has no operations at all, prompting a strategic shift to the BAM-3 line. While BAM-3
is expected to escalate production in 2026, initial volumes are likely to be modest as the team ramps
operations and works through debottlenecking at the recently acquired facility in South Korea.
Consequently, as of 31 December 2025, the Company’s interest in Group14, held through the
Partnership, was further written down to 0.10x Gross MOIC or $0.4 million (Realised: nil, Unrealised:
$0.4 million).
13
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Investment Manager’s Report continued
INVESTMENT PORTFOLIO SUMMARY CONTINUED
$268 MILLION
INVESTED IN FULL OF
ITS COMMITMENT TO
PERMIAN RESOURCES
$296 MILLION
INVESTED IN FULL OF
ITS COMMITMENT TO
WHITECAP RESOURCES
PERMIAN RESOURCES
On 16 September 2025, the Company announced its participation in the Secondary Public Offering in
Permian Resources. The Company participated for the whole of its investment in Permian Resources
comprising 10,052,173 shares of Class A common stock at a price of $13.46 per share, receiving
$135.3 million in total gross proceeds (prior to applicable taxes and expenses) from the investment,
in addition to $3.0 million in dividends received during the year.
WHITECAP RESOURCES
On 15 September 2025, the Company announced the sale of its entire position in Whitecap Resources,
a leading Canadian energy company focussed on the responsible development of oil and natural gas
assets in the Western Canadian Sedimentary Basin for CAD10.29 per share. The block sale of the
Company’s shares generated CAD 89.7 million ($65.2 million) in gross proceeds for the Company
(excluding applicable taxes and expenses), in addition to $3.5 million in dividends received during
the year.
REALISATIONS
Riverstone Energy Limited – Annual Report and Financial Statements 2025
14
$48 MILLION
INVESTED IN FULL ITS
COMMITMENT TO SOLID POWER
SOLID POWER
On 19 September 2025, the Company announced the disposal of all of its shares in Solid Power, a
Louisville, Colorado-based producer of all solid-state batteries for electric vehicles. The block sale
of the Company’s shares generated $25.9 million in gross proceeds for the Company (excluding
applicable taxes and expenses), representing a significant increase on the net asset value of Solid
Power as at 30 June 2025 of $16.0 million.
Later, on 8 October 2025, the Company disposed of all of its remaining warrants in Solid Power.
The sale of these warrants generated $343,000 in gross proceeds for the Company (excluding
applicable taxes and expenses).
15
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Investment Manager’s Report continued
INVESTMENT PORTFOLIO SUMMARY CONTINUED
VALUATION
The Investment Manager is charged with proposing the valuation
of the investment portfolio held by the Company through the
Partnership. The Partnership has directed that securities and
instruments be valued at their fair value. The Company’s valuation
policy is compliant with IFRS and IPEV Valuation Guidelines
and has been applied consistently from period to period since
inception. As the Company’s investments, through the Partnership,
have tended to not be publicly quoted, valuations require
meaningful judgement to establish a range of values, and the
ultimate value at which an investment is realised may differ from
its most recent valuation and the difference may be significant.
The Investment Manager values each underlying investment
in accordance with the Riverstone valuation policy, the IFRS
accounting standards and IPEV Valuation Guidelines. The value
of the Company’s portion of that investment is derived by
multiplying its ownership percentage by the value of the
underlying investment. If there is any divergence between the
Riverstone valuation policy and the Company’s valuation policy,
the Partnership’s proportion of the total holding will follow the
Company’s valuation policy. As of the date of this report, there
has been no divergence noted. Valuations of the Company’s
investments held through the Partnership are determined by the
Investment Manager and disclosed quarterly to Shareholders,
subject to Board approval.
The Investment Manager values its investments using common
industry valuation techniques, including comparable public
market valuation, comparable merger and acquisition transaction
valuation, and discounted cash flow valuation.
For development-type investments, the Investment Manager
also considers the recognition of appreciation or depreciation
of subsequent financing rounds, if any. For early-stage private
investments, the Investment Manager’s investment due diligence
process includes assumptions about short-term financial results
in determining the appropriate purchase price for the investment.
The Investment Manager also uses mark-to-market valuations
derived from recent financing rounds, when available.
The Investment Manager reviews the valuations on a quarterly
basis with the assistance of the Riverstone Performance Review
Team (“PRT”) as part of the valuation process. The PRT was
formed to serve as a single structure overseeing the existing
portfolio managed by the Investment Manager with the goal of
improving operational and financial performance.
The Audit Committee reviews the valuations of the Company’s
investments held through the Partnership and makes a
recommendation to the Board for formal consideration
and acceptance.
UNINVESTED CASH
As of 31 December 2025, the Company had a cash balance of
$1.9 million and the Partnership, including its wholly-owned
subsidiaries, REL Cayman Holdings, LP, REL US Corp and REL
US Centennial Holdings, LLC, had uninvested funds of over
$15.2 million held as cash and short-term money market fixed
deposits, gross of the accrued management fee of $0.3 million.
After the accrued management fee, the Company’s aggregate cash
balance is $16.8 million. As in prior years, in accordance with the
Partnership Agreement, if the Company requires additional funds
for working capital, it is entitled to receive further distributions from
the Partnership. The Partnership maintains deposit accounts with
several leading international banks. In addition, the Partnership
invests a portion of its cash deposits in short-term money market
fixed deposits. The Company’s treasury policy seeks to protect
the principal value of cash deposits utilising low risk investments
with top-tier counterparts. Uninvested cash earned approximately
279 basis points during the year ended 31 December 2025. All cash
deposits referred to in this paragraph are denominated in U.S. dollars.
POST-YEAR END UPDATE
On 2 January 2026, the Company announced a further commitment
to its existing investment in Infinitum to participate in the Series F
financing, of which approximately $5.0 million was funded prior to
31 December 2025 in the first closing. In making its decision for
the Company to participate in the Series F financing, the Board
took into account updates from the Investment Manager as to
Infinitum’s proposed commercial strategy and future prospects.
As noted above, on 2 February 2026, the Company announced the
completion of the sale of 100 per cent. of its interest in Onyx Power
to ResInvest Group. The sale resulted in proceeds of $50.4 million.
OUTLOOK
2025 marked a decisive transition in the Company’s lifecycle. In a
year defined by macro economic uncertainty and a more selective
capital environment, the Company acted promptly to simplify the
portfolio, crystallise value where possible and return substantial
capital to Shareholders.
As previously announced, the Company anticipates a further
compulsory redemption in the first half of 2026 to return
to Shareholders a portion of the proceeds from the sale of
Onyx Power, net of reasonable provisions for expected running
costs in the remaining period of the Managed Wind-Down
process and expected final liquidation costs required for all
relevant underlying investment holding entities and for the
Company being placed into voluntary liquidation in due course.
The Investment Manager remains focused on realising value from
the remaining assets in the portfolio and returning the capital to
Shareholders in a timely manner, consistent with the Company’s
amended investment objective and policy.
RIGL Holdings, LP
3 March 2026
Riverstone Energy Limited – Annual Report and Financial Statements 2025
16
Investment Objective and Policy
CHANGES TO THE COMPANY’S INVESTMENT POLICY
For so long as the Ordinary Shares are listed on the Official List,
no material change may be made to the Company’s investment
policy other than with the prior approval of both Shareholders
by way of an ordinary resolution passed at a general meeting
and a majority of the independent directors of the Company, and
otherwise in accordance with the UK Listing Rules. Non-material
changes to the investment policy may be approved by the Board.
Currency and interest rate hedging transactions will only be
undertaken for the purpose of efficient portfolio management and
these transactions will not be undertaken for speculative purposes.
INVESTMENT RESTRICTIONS
The Company is subject to the following investment restrictions:
>
for so long as required by the UK Listing Rules, it will at all
times seek to ensure that the Investment Manager invests and
manages the Company’s and the Partnership’s assets in a way
which is consistent with the Company’s investment policy;
>
for so long as required by the UK Listing Rules, it must not
conduct a trading activity which is significant in the context of
the Company and its Investment Undertakings;
>
for so long as required by the UK Listing Rules, not more than
10 per cent. of the value of its total assets will be invested in
other UK-listed closed-ended investment funds, except for
those which themselves have published investment policies to
invest not more than 15 per cent. of their total assets in other
UK-listed closed-ended investment funds; in addition, the
Company will not invest more than 15 per cent. of the value of
its total assets in other UK-listed closed-ended investment
funds; and
>
any investment restrictions that may be imposed by Guernsey
law (although no such restrictions currently exist).
Following Shareholder approval at the Extraordinary General
Meeting (“EGM”) held on 22 August 2025, the Company has now
commenced a Managed Wind-Down process with the objective
of realising all the existing assets in an orderly manner.
INVESTMENT OBJECTIVE
The Company’s investment objective is to realise all existing
investments in the Company’s portfolio in an orderly manner
and make timely returns of cash to Shareholders.
INVESTMENT POLICY
The Company will pursue its investment objective by effecting an
orderly realisation of its investments. The Company will cease to
make any new investments (including any follow-on investments)
or to undertake capital expenditure, except with the prior consent
of the Board to the extent such expenditure is deemed necessary
or desirable by the Board in connection with the realisation,
including where:
a) failure to make the investment or capital expenditure
would result in a breach of contract or applicable
law or regulation by the Company or any Investment
Undertaking; or
b) the investment or capital expenditure is considered
necessary or desirable to protect or enhance the
value of any existing investment or to facilitate an
orderly disposal.
GEARING
The Company shall not incur any indebtedness. This limitation will
not apply to portfolio level entities in respect of which the Company
is invested or is proposing to invest. The Company currently has
not had any indebtedness during the period of this Annual Report.
17
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Board of Directors
Richard Horlick (66),
Chair of the Board and Non-executive Independent Director
Appointment: Appointed to the Board in October 2022 and appointed
as Chair of the Board in March 2023.
Experience: Richard Horlick serves as a Non-executive director and
chair of BH Macro Limited and a Non-executive director of VH Global
Energy Infrastructure PLC, each of which is admitted to trading on
the Main Market of the London Stock Exchange. In addition to his
listed positions, he is currently the Non-executive chairman of CCLA
Investment Management which manages assets for over 38,000
charities and church and local authority funds. Richard Horlick is a
UK resident and has served on a number of closed end fund boards
and was previously head of investment and main board director of
Schroders Plc and President, Institutional, of Fidelity International and
subsequently chairman of the Trust Bank for the Fidelity Mutual funds
in the US. He has had a long and distinguished career in investment
management since graduating from Cambridge University in 1980 with
an MA in Modern History.
Committee Memberships:
A
N
M
AN EXPERIENCED BOARD
Jeremy Thompson (70),
Non-Executive Senior Independent Director
Appointment: Appointed to the Board in May 2016 and became
Senior Independent Director following Patrick Firth’s retirement
on 31 March 2024.
Experience: Jeremy Thompson has sector experience in Finance,
Telecoms, Engineering and Oil & Gas. He acts as an independent
Non-executive director for both listed, including DP Aircraft 1 Limited,
and (PE) funds. Prior to that, he has worked in private equity and was
CEO of four autonomous global businesses within Cable & Wireless
Plc and earlier held CEO roles within the Dowty Group. He currently
serves as chairman of the States of Guernsey Renewable Energy Team
and is an independent member of the Guernsey Tax Tribunal panel.
He is a graduate of Brunel (B.Sc), Cranfield (MBA) and Bournemouth
(M.Sc) Universities and attended the Royal College of Defence Studies
as a civilian industry member. He is a member of the IoD and holds the
IoD’s Diploma in Company Direction, is an associate of the Chartered
Institute of Arbitration and a chartered Company Secretary. Jeremy is
a resident of Guernsey.
Committee Memberships:
A
N
M
Riverstone Energy Limited – Annual Report and Financial Statements 2025
18
Karen McClellan (65),
Non-executive Independent Director
Appointment: Appointed to the Board in May 2023.
Experience: Karen McClellan has had an accomplished career as a
board member, investment banker, and asset manager with diversified
experience in the worldwide energy transition. She is a Lecturer in
Management at the Stanford Graduate School of Business and an
NED on the board of Circulor, Ltd, a leading VC-backed supply chain
traceability company serving global auto and battery manufacturers.
She advises Carbon Culture Oy on its proprietary carbon removal
technology. Previously, Ms McClellan was on the founding advisory
board of TT International’s Environmental Solutions Fund and the
Global SDG Council for Alternative Fuels. She served as a climate
finance advisor to the UK government, UNDP and chaired the Panel of
Experts for the International Renewable Energy Association (IRENA)’s
investment committee. Following a career in investment banking with
senior positions at Lehman Brothers, Robert Fleming and the EBRD,
Ms McClellan raised and deployed more than £700 million for targeted
private equity investment funds and projects. Ms McClellan holds
degrees from Stanford Graduate School of Business (MBA Finance)
and Yale University (BA Economics), and is a UK resident.
Committee Memberships:
A
N
M
A
Audit Committee Member
N
Nomination and Remuneration
Committee Member
M
Management Engagement
Committee Member
Chair
John Roche (60),
Non-Executive Independent Director
Appointment: Appointed to the Board in December 2022.
Experience: John Roche qualified as an Irish Chartered Accountant
in 1988 and moved immediately to Guernsey to join the PwC
predecessor firm, Coopers & Lybrand. He seconded to the investment
management practices at PwC Ireland (1996-1998) and PwC UK
(2003-2008) returning on a full time basis in 2009 to PwC Channel
Islands, Guernsey office. Promoted to partner in 2006, he retired
in 2022 with a strong background in auditing as well as IPO and
capital markets transactions for investment companies on the
various London markets. He focussed on delivering audit services
to alternative investment managers, specialising in private equity,
secondaries, private debt, infrastructure and real estate in the listed
and private sectors. John Roche has been the PwC Channel Islands
firm’s Risk Management Partner (2008-2015), Partner Responsible for
Independence/Ethics & Business Conduct (2008-2015 & 2018-2022),
as well as the Guernsey Office Managing Partner (2013-2020). He was
also President of the Guernsey Society of Chartered and Certified
Accountants (2013-2015). John Roche is a Guernsey resident.
Committee Memberships:
A
N
M
19
Riverstone Energy Limited – Annual Report and Financial Statements 2025
GENERAL INFORMATION
THE COMPANY IS A COMPANY LIMITED BY SHARES, WHICH WAS INCORPORATED ON 23 MAY 2013 IN GUERNSEY WITH
AN UNLIMITED LIFE AND REGISTERED WITH THE GUERNSEY FINANCIAL SERVICES COMMISSION AS A REGISTERED
CLOSED-ENDED COLLECTIVE INVESTMENT SCHEME PURSUANT TO THE POI LAW. IT HAS BEEN LISTED ON THE LONDON
STOCK EXCHANGE SINCE 29 OCTOBER 2013. THE REGISTERED OFFICE OF THE COMPANY IS PO BOX 286, FLOOR 2,
TRAFALGAR COURT, LES BANQUES, ST PETER PORT, GUERNSEY, GY1 4LY.
Following Shareholder approval at the Extraordinary General Meeting (“EGM”) held on 22 August 2025, the Company is now
in an active Managed Wind-Down process with the objective of realising all the existing assets in an orderly manner.
Report of the Directors
THE DIRECTORS HEREBY SUBMIT THE ANNUAL REPORT AND AUDITED FINANCIAL
STATEMENTS FOR THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025. THIS REPORT
OF THE DIRECTORS SHOULD BE READ TOGETHER WITH THE CORPORATE GOVERNANCE
REPORT ON PAGES 28 TO 39.
PRINCIPAL ACTIVITIES
The principal activity of the Company up to 22 August 2025
was to act as an investment entity through the Partnership
and make investments in the energy sector. Following
Shareholder approval at an EGM held on 22 August 2025,
the Company’s investment objective and policy was amended
to facilitate the orderly realisation of its investments and
the progressive timely return of cash to Shareholders and
to amend the Company’s articles of incorporation to allow
the net proceeds of the assets realised (less provisions for
operational running costs for the Managed Wind-Down period
and the costs of subsequently de-listing and liquidating the
Company) to be returned to Shareholders by way of pro
rata compulsory redemptions of the Company’s shares.
Investment Manager approval is required should the Company
seek to return cash to Shareholders by some other means.
BUSINESS REVIEW
A review of the Company’s business and is provided in
the Board Chair’s Statement on pages 4 to 6 and in the
Investment Manager’s Report on pages 8 to 16.
LISTING REQUIREMENTS
Since being admitted on 29 October 2013 to the Official
List of the UK Listing Authority, maintained by the FCA, the
Company has complied with the applicable UK Listing Rules.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
20
RESULTS AND DIVIDEND
The results of the Company for the year are shown in the audited
Statement of Comprehensive Income on page 51. The Net Asset
Value of the Company as at 31 December 2025 was $118 million
(31 December 2024: $376 million). The Directors do not
recommend the payment of a dividend in respect of the year
ended 31 December 2025 (31 December 2024: $nil).
SHARE CAPITAL
At incorporation on 23 May 2013, the Company issued one founder
Ordinary Share of no par value. On 29 October 2013, the Company
issued 71,032,057 Ordinary Shares of no par value at £10 per
Ordinary Share in an initial public offering raising a total of
$1,138 million.
KFI, one of the Cornerstone Investors in the Company, paid for
and acquired 10 million Ordinary Shares in two equal tranches
of £50 million. The first tranche was paid on Admission and
the second tranche of 5,000,000 Ordinary Shares was paid on
26 September 2014.
On 11 December 2015, the Company raised £67.6 million
($102.3 million)
(1)
through the issuance of 8,448,006 new
Ordinary Shares at £8.00 per Ordinary Share.
On 15 October 2018, the Company announced a Tender Offer for
£55.0 million ($71 million) in value of the Company’s Ordinary
Shares. The Company acquired 4,583,333 Ordinary Shares at £12.00
($15.48) per share, which were cancelled on 23 November 2018.
On 1 May 2020, the Company announced a buyback programme
with the intention of returning £50 million to Shareholders via on
market buybacks; which was completed on 9 March 2021. Since
the announcement, the Company has purchased 17,214,197 shares,
in aggregate, for £50 million ($63 million) at an average share
price of £2.90 ($3.67).
On 11 May 2021, the Company announced a buyback programme
with the intention of returning £20 million to Shareholders via on
market buybacks, which subsequently, on 4 October 2021, was
increased to £40 million. Since the announcement, the Company
has purchased 7,744,935 shares, in aggregate, for £36 million
($50 million) at an average share price of £4.65 ($6.40).
On 14 February 2022, the Company announced that the Board
and the Investment Manager agreed to allocate an additional
£46.0 million ($62.4 million) to the programme, which
subsequently on 15 May 2023, was increased by a further
£30 million ($37.4 million).
In addition to the buyback programme, the Company acquired
3,182,196 ordinary shares pursuant to a Tender Offer announced
on 17 August 2023 at a total cost of approximately £18.4 million
($23.4 million).
On 8 February 2024, the Company announced that it proposed
to return £158 million ($200 million) of its excess capital to
Shareholders by means of a Tender Offer at a price of £10.50 per
ordinary share. The Company launched the 2024 Tender Offer on
23 February 2024 which closed on 25 March 2024.
On 2 April 2024 the Company announced that it had acquired, as
of 28 March 2024, 15,047,619 of the Company’s ordinary shares at
a price of £10.50 per share pursuant to a Tender Offer announced
on 8 February 2024 at a total cost of approximately £158.0 million,
equating to approximately 36 per cent. of all outstanding ordinary
shares, and that all shares repurchased by the Company had
been cancelled.
At the 2024 AGM, the Shareholders renewed the authorisation
for the Board to continue with share buybacks and the Board duly
commenced the programme, allocating an amount of approximately
£22 million ($28 million). On 4 July 2024, the Company announced
that it had entered into an irrevocable agreement with Deutsche
Numis to continue the share buyback programme.
The Company continued to execute its share buyback
programme during the first half of 2025, reflecting the ongoing
commitment to deliver value for Shareholders and reduce the
discount to NAV. From inception to 31 May 2025, the Company
had repurchased, through the share buyback programme, a
total of 37,075,536 shares at an average price of £4.44 ($5.67),
returning approximately £164.5 million ($210.1 million) of capital
to Shareholders. During the year ended 31 December 2025, the
Company purchased and cancelled 751,311 shares at an average
price of £7.33 per share. Following these transactions, the
Company had 24,591,380 ordinary shares in issue up to 31 May
2025. However, in conjunction with the Managed Wind-Down, the
Company agreed that it will not return cash other than by way
of pro rata compulsory redemption of Ordinary Shares without
the prior consent of the Investment Manager (such consent to be
exercised by the Investment Manager in its sole discretion).
As announced on 8 October 2025, confirming its intention to
return approximately £190 million to Shareholders by way of a
pro rata compulsory redemption of ordinary shares, on 23 October
2025 the Company redeemed 17,256,964 Shares (representing
approximately 70 per cent. of the Company’s issued share capital)
for cancellation at a Redemption Price of £11.01 per Share.
Following the redemption, the Company had 7,334,416 Shares
in issue and does not hold any Shares in Treasury.
As at 31 December 2025, the share capital of the Company was
7,334,416 Ordinary Shares in aggregate.
The Company has one class of Ordinary Shares. The issued
value of the Ordinary Shares represents 100 per cent. of the total
issued value of all share capital. Under the Company’s Articles of
Incorporation, on a show of hands, each Shareholder present in
person or by proxy has the right to one vote at general meetings.
On a poll, each Shareholder is entitled to one vote for every
share held. Following the adoption of the Managed Wind-Down,
and following Shareholder approval, the Ordinary Shares were
converted into ordinary shares that are redeemable at the option
of the Company, to allow for the Net Proceeds to be returned
to Shareholders by way of pro rata compulsory redemptions of
Ordinary Shares.
(1)
Gross of share issuance costs of $3.6 million.
21
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Report of the Directors continued
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
The Company maintains insurance in respect of directors’ and
officers’ liability in relation to their acts on behalf of the Company.
SUBSTANTIAL SHAREHOLDINGS
As at 31 December 2025, the Company had been notified, in
accordance with Chapter 5 of the Disclosure Guidance and
Transparency Rules, of the following substantial voting rights
as Shareholders of the Company.
Shareholder Shareholding
Per cent.
Holding
Nature of
Holding
Moore Capital Mgt 1,595,304 21.75 Direct
Almitas Capital 866,611 11.82 Indirect
Riverstone Related
Holdings 602,943 8.22 Indirect
Barclays 540,063 7.36 Direct
Metage Capital Mgt 431,490 5.88 Indirect
In addition, the Company also provides the same information as at
20 February 2026 being the most current information available.
Shareholder Shareholding
Per cent.
Holding
Nature of
Holding
Moore Capital Mgt 1,595,304 21.75 Direct
Almitas Capital 866,611 11.82 Indirect
Riverstone Related
Holdings 602,943 8.22 Indirect
Barclays 540,152 7.36 Direct
Metage Capital Mgt 431,490 5.88 Indirect
The Directors confirm that there are no securities in issue that
carry special rights with regards to the control of the Company.
INDEPENDENT EXTERNAL AUDITOR
Ernst & Young LLP has been the Company’s external auditor
since incorporation in 2013. The Audit Committee reviews the
appointment of the external auditor, its effectiveness and its
relationship with the Company, which includes monitoring the
use of the external auditor for non-audit services and the balance
of audit and non-audit fees paid.
Following a review of the independence and effectiveness of the
external auditor, a resolution will be proposed at the 2026 Annual
General Meeting to reappoint Ernst & Young LLP. Each Director
believes that there is no relevant information of which the external
auditor is unaware. Each has taken all steps necessary, as a
Director, to be aware of any relevant audit information and to
establish that Ernst & Young LLP is made aware of any pertinent
information. This confirmation is given and should be interpreted
in accordance with the provisions of Section 249 of the Companies
Law. Further information on the work of the external auditor is set
out in the Report of the Audit Committee on pages 40 to 43.
Shareholders are entitled to all dividends paid by the Company
and, on a winding up, provided the Company has satisfied all of its
liabilities, the Shareholders are entitled to all of the surplus assets
of the Company. The Company has not declared or paid dividends
from inception to 31 December 2025 and has no intention to do so.
The Ordinary Shares have no right to fixed income.
SHAREHOLDINGS OF THE DIRECTORS
The Directors with beneficial interests in the shares of the
Company as at 31 December 2025 and 2024 are detailed below:
Director
Ordinary
Shares
held 31
December
2025
Per cent.
Holding
at 31
December
2025
Ordinary
Shares
held 31
December
2024
Per cent.
Holding
at 31
December
2024
Richard Horlick
(1)
2,983 0.041 10,000 0.039
Jeremy Thompson
(1)(2)
1,118 0.015 3,751 0.015
John Roche
(1)
657 0.009 2,201 0.010
Karen McClellan
(1)
– – – –
(1)
Non-Executive Independent Director.
(2)
Non-executive Senior Independent Director (from 21 May 2024).
In addition, the Company also provides the same information as at
27 February 2026, being the most current information available.
Director
Ordinary
Shares
held 27
February
2026
Per cent.
Holding
at 27
February
2026
Richard Horlick
(1)
2,983 0.041
Jeremy Thompson
(1)(2)
1,118 0.015
John Roche
(1)
657 0.009
Karen McClellan
(1)
– –
(1)
Non-Executive Independent Director.
(2)
Senior Independent Director (from 21 May 2024).
DIRECTORS’ AUTHORITY TO BUYBACK SHARES
At the AGM on 20 May 2025 in St Peter Port, Guernsey, the Company
renewed the authority to make market purchases of up to a maximum
of 14.99 per cent. of the issued share capital of the Company.
Subsequently, at the EGM on 22 August 2025, the Company
announced it had entered into a Managed Wind-Down.
The Company announced, in conjunction with the Managed
Wind-Down, that it will not return cash other than by way of
pro rata compulsory redemption of Ordinary Shares without
the prior consent of the Investment Manager (such consent to
be exercised by the Investment Manager in its sole discretion).
Therefore the Company has effectively suspended the approved
buyback programme.
In accordance with the Company’s Articles of Incorporation and
Companies Law, up to 100 per cent. of the Company’s Ordinary
Shares may be held as treasury shares.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
22
AEOI RULES
Under AEOI Rules the Company continues to comply with
both FATCA and CRS requirements to the extent applicable
to the Company.
GENERAL PARTNER’S PERFORMANCE ALLOCATION
AND MANAGEMENT FEES
The General Partner makes all management decisions, other than
investment management decisions, in relation to the Partnership
and controls all other actions by the Partnership.
In May 2025, the Company’s Board announced that it had
agreed the key principles for a formal Managed Wind-Down of
the Company, which was entered into following Shareholder
approval at an EGM on 22 August 2025.
Under the new investment objective and policy, the Company
ceases to make new investments and will instead focus on
the orderly realisation of the existing investment portfolio
and the progressive return of capital to Shareholders via
compulsory redemptions.
As a consequence of entering into the Managed Wind-Down,
the terms of the IMA with the Investment Manager were revised
to remove any requirement for a Performance Fee Allocation.
Therefore, the performance allocation arrangements in respect
of the Company’s investment portfolio have now ceased to apply
from 22 August 2025.
The Investment Manager’s fee structure has been adjusted,
reduced from 1.5 per cent. per annum (including cash) to
1 per cent. per annum (excluding cash), with a $500,000 annual
minimum Management Fee. The performance allocation structure
has been discontinued with no payments arising to the Investment
Manager. The Company and the Investment Manager agreed to a
new Adjustment Payments mechanism throughout the expected
Managed Wind-Down period to compensate for the removal of the
termination payment provisions which previously existed and to
appropriately incentivise the Investment Manager as it oversees
the realisation of the Company’s investment portfolio during the
Managed Wind-Down period.
The initial Adjustment Payment due from the Company on entering
Managed Wind-Down was $21.2 million, paid on 8 September
2025 and was calculated at 7.5 per cent. on the combined value as
at 30 June 2025 of the cash balances and the remaining unsold
publicly listed investments held as at the commencement of the
Managed Wind-Down period. Subsequent Adjustment Payments
due to the Investment Manager arising from the orderly realisation
of the Company’s investment portfolio during the Managed
Wind-Down period will also be calculated at 7.5 per cent. on the
cash proceeds received by the Company from such disposals.
Two Adjustment Payments were accrued at 31 December 2025
due to the cash disposals received since entering the Managed
Wind-Down. The first for Rock Oil, whose final distribution of
$0.07 million was received in December 2025, resulting in an
Adjustment Payment of $0.005 million. The second Adjustment
Payment accrual was for Onyx Power’s sale, which was estimated
to net the Company $50.4 million (net of transaction costs),
resulting in an Adjustment Payment accrual of $3.7 million.
ARTICLES OF INCORPORATION
The Company’s Articles of Incorporation may only be amended
by special resolution of the Shareholders. Following the EGM on
22 August 2025, the Company adopted New Articles, which permit
the Directors, at their sole discretion, to compulsorily redeem
Ordinary Shares pro rata on an ongoing basis in order to return
capital to Shareholders.
AIFMD
The Company is regarded as an externally managed non-EEA
AIF (“an AIF”) under the AIFM Directive. RIGL is the Investment
Manager of the Company as its non-EEA AIFM (“the AIFM”).
The AIFMD outlines under Article 22 that an Annual Report shall
be made available to investors on request and to the relevant
competent authorities of the home state of the AIFM, and where
applicable, of the AIF. All information required to be disclosed
under the AIFMD is either disclosed in this Annual Report or is
detailed in the Appendix entitled AIFMD Disclosures on page 178 in
the Company’s latest Prospectus which can be obtained through
the Company’s website: www.riverstonerel.com/investors/
reports-and-presentations/. The AIFM has no remuneration within
the current or prior year that falls within the scope of Article 22 of
the Directive.
RIGL provides AIFMD compliant management services to the
Company. The AIFM acting on behalf of the AIF, has appointed
Ocorian Depositary Company (UK) Limited to provide depositary
services to the Company. The appointment of the Depositary is
intended to adhere to, and meet the conditions placed on the
Depositary and the AIFM under Article 21 and other related
articles of the AIFMD. At that time, the Depositary shall observe
and comply with the Danish and German regulations applying to
the provision of depositary services to a non-EEA AIF marketed in
Denmark or Germany, as the case may be, by a non-EEA AIFM.
UCITS ELIGIBILITY
The Investment Manager is a relying adviser of Riverstone
Investment Group LLC. Riverstone Investment Group LLC is
registered as an investment adviser with the SEC under the
U.S. Investment Advisers Act. As such, the Investment Manager
is subject to Riverstone Investment Group LLC’s supervision
and control, the advisory activities of the Investment Manager
are subject to the U.S. Investment Advisers Act and the rules
thereunder and the Investment Manager is subject to examination
by the SEC. Accordingly the Company has been advised that
its Ordinary Shares should be “transferable securities” and,
therefore, should be eligible for investment by authorised funds in
accordance with the UCITS Directive or NURS on the basis that:
>
the Company is a closed end investment company;
>
the Ordinary Shares are admitted to trading on the Main
Market of the London Stock Exchange; and
>
the Ordinary Shares have equal voting rights.
However, the manager of the relevant UCITS or NURS should
satisfy itself that the Ordinary Shares are eligible for investment
by the relevant UCITS or NURS.
23
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Report of the Directors continued
VIABILITY STATEMENT
As required by the AIC Code, the Directors have assessed the
prospects of the Company over a longer period than required by
the going concern provision. On 22 August 2025, Shareholders
voted in favour of a change in the Company’s Investment policy
to a Wind-Down Investment Policy, allowing the Company to
realise the 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 is therefore preparing its
financial statements on a basis other than going concern due
to the Company being in a Managed Wind-Down.
In making their assessment the Directors have considered
the Company’s status as an investment entity, its investment
objectives, the principal and emerging risks it faces, its current
position and the time period over which its assets are likely
to be realised and have agreed that a two-year period ending
31 December 2027 is appropriate.
The Investment Manager has considered the anticipated
realisations of the Company’s remaining private investments
and believes the voluntary liquidation of the Company will occur
sometime during the early part of 2028 once all remaining private
investments have been realised.
In addition to cash and cash equivalents currently on hand, all
remaining private investments held are anticipated to be realised
before the end of the longer term viability period to 31 December
2027, providing the Company with more than sufficient cash
required to settle ongoing expenses over this two year viability
period and meeting any compulsory redemptions to Shareholders
and Adjustment Payments to the Investment Manager. Note that
all future Shareholder redemptions and associated adjustment
payments to the Investment Manager will only arise and be paid
from actual private investment realisations with the Directors
holding back an ample liquidity reserve for ongoing and estimate
wind up expenses. The Directors and the Company note that from
the information presented above, the Company has sufficient
liquidity and reserves to meet its liabilities as they fall due for
the two-year period to 31 December 2027 (i.e. additional funding
requirements to existing portfolio companies, compulsory
redemptions, adjustment payments, management fees and
expenses). Downside modelling over this period with no private
investment realisations occurring also allows the Directors to
make the same viability assessment statement.
In support of this statement, the Audit Committee recommended
to the Directors to take into account all of the revised principal
risks and their mitigation as identified in the Principal Risk and
Uncertainties section of the Corporate Governance Report, the
nature of the Company’s business; including the cash reserves,
money market deposits and other liquid investments held at the
Partnership, the potential of its portfolio of private investments to
generate future income and capital proceeds, and the ability of the
Directors to minimise the level of cash outflows, if necessary.
The Company discloses a contingent liability in in Note 16 in
connection with the Managed Wind-Down, pursuant to which
additional Adjustment Payments may become payable upon the
sale of its remaining private investments to the extent realised
proceeds trigger such payments as defined under terms of the
Managed Wind-Down.
GOING CONCERN
The Audit Committee has reviewed the appropriateness of the
Company’s Financial Statements being prepared in accordance
with Companies Law and IFRS and presented on a basis other than
going concern, which it has recommended to the Board. As further
disclosed in the Corporate Governance Report, the Company is a
member of the AIC and complies with the AIC Code. The Financial
Statements have been prepared on a basis other than going
concern due to the Company being in a Managed Wind-Down
process. No material differences arise from this new basis of
preparation when compared to the previously adopted going
concern basis of preparation, except for the provisions that have
been made to deal with expected final wind up cost associated with
underlying investment holding entities and the Company itself.
Following the EGM held on 22 August 2025, at which Shareholders
unanimously voted in favour of a change in the Company’s
investment objective and policy to move to an orderly realisation
of the Company’s assets and a Managed Wind-Down process,
the Company’s investment objective is now to “realise all existing
investments in the Company’s portfolio in an orderly manner
and make timely returns of cash to Shareholders.” The Company
is therefore now preparing its financial statements on a basis
other than going concern due to the Company being in a Managed
Wind-Down process.
The Company will continue to carry on its investment business
during the Managed Wind-Down and with the expectation of
realising the Company’s assets and returning of capital to
its Shareholders.
The Directors have assessed the Company’s ability to continue
as a going concern, having considered the Company’s financial
position in respect of its level of cash and near cash assets held at
the year end as well as its forecasted future cash outflows during
the expected Managed Wind-Down period.
After making enquiries of the Investment Manager on the
forecasted cash flows, and having reassessed the principal risks in
light of the recent changes to the Company’s investment objective
and strategy, the Directors are satisfied that the Company has
adequate resources to continue in operational existence and meet
all its obligations as they fall due over the Managed Wind-Down
period. Based on the above assessment and primarily driven by the
new investment objective, the Directors have concluded that the
financial statements of the Company should now be prepared on a
basis other than going concern and the financial statements have
been prepared accordingly.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
24
During the year ended 31 December 2025, the Company
purchased and cancelled 751,311 shares at an average price of
£7.33 per share. Following these transactions, the Company
had 24,591,380 ordinary shares in issue up to 31 May 2025.
However, in conjunction with the Managed Wind-Down process as
recommended by the Directors and approved by the Shareholders,
the Company agreed that it will not return cash other than by way
of pro rata compulsory redemption of Ordinary Shares without
the prior consent of the Investment Manager (such consent to be
exercised by the Investment Manager in its sole discretion).
As announced on 8 October 2025, confirming its intention to
return approximately £190 million to Shareholders by way of a
pro rata compulsory redemption of ordinary shares, on 23 October
2025 the Company redeemed 17,256,964 Shares (representing
approximately 70 per cent. of the Company’s issued share capital)
for cancellation at a Redemption Price of £11.01 per Share.
Following the redemption, the Company had 7,334,416 Shares
in issue and does not hold any Shares in Treasury.
As at 31 December 2025, the share capital of the Company was
7,334,416 Ordinary Shares in aggregate.
FINANCIAL RISK MANAGEMENT OBJECTIVES
Financial Risk Management Objectives are disclosed in Note 11 on
pages 68 to 72.
PRINCIPAL RISK AND UNCERTAINTIES
Principal Risk and Uncertainties are discussed in the Corporate
Governance Report on pages 37 to 39.
ANNUAL GENERAL MEETING (AGM)
The AGM of the Company will be held at 17:00 BST on 18 May
2026 at the offices of Ocorian Administration (Guernsey) Limited,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel
Islands. Details of the resolutions to be proposed at the AGM,
together with explanations, will appear in the notice of meeting
which will be announced to the market and distributed to
Shareholders prior to the AGM. As a matter of good practice, all
resolutions will be conducted on a poll and the results will be
announced to the market as soon as possible after the AGM.
Members of the Board, including the Chair of the Board and
the Chair of each Committee, intend to be in attendance at the
AGM, and will be available to answer Shareholder questions.
Additionally, Shareholders can submit questions in advance to
IR@RiverstoneREL.com addressed for the attention of the Board.
By order of the Board
Richard Horlick
Chair of the Board
3 March 2026
Each quarter, the Directors, through the Audit Committee, review
threats to the Company’s viability utilising the risk matrix, which it
updates as required due to recent developments and/or changes in
the global market. The Board relies on periodic reports provided
by the Investment Manager and the Administrators regarding
risks faced by the Company. When required, experts are utilised
to gather relevant and necessary information, regarding tax, legal,
and other factors.
Based on the aforementioned procedures and the existing internal
controls of the Company and the Investment Manager, the Board,
with recommendation from the Audit Committee, has concluded
there is a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due over
the two-year period of the assessment to 31 December 2027.
DIRECTORS’ RESPONSIBILITIES
Although the Company is domiciled in Guernsey, in accordance
with the guidance set out in the AIC Code, the Directors describe
in this Annual Report how the matters set out in Section 172 of
the UK Companies Act 2006 have been considered in their Board
discussions and decision-making. Section 172 of the Companies
Act requires that the directors of a company act in the way that
they consider, in good faith, is most likely to promote the success
of the Company for the benefit of its members as a whole, and
in doing so have regard (amongst other matters) to the likely
consequences of any decision in the long term and the interests
of all the Company’s stakeholders.
The Board seeks to encourage engagement between the
Company’s Shareholders and the Chair of the Board and the Senior
Independent Director, which has been facilitated throughout the
year. Up to date quarterly reporting also provides the Board with
accurate, timely information on shareholder sentiment and direct
feedback from service providers, impacted by the Company’s
operations, and is canvassed at least annually by the Chair of the
Management Engagement Committee. It is against this backdrop
that key decisions which are either material to the Company or are
significant to any of the Company’s key stakeholders on pages 36
to 37 are taken. The below key decisions were made or approved
by the Directors during the year, with the overall aim of promoting
the success of the Company, having regard to the fact that the
Company is in a Managed Wind-Down process, while considering
the impact on its members, stakeholders and the wider society as
outlined in the ESG section on page 7.
Engagement with Shareholders
The Company reports to Shareholders in a number of formal
ways, including its Annual Report, Interim Report and regulatory
news releases, all of which are approved by the Board. In addition,
the Company’s website contains comprehensive information
for Shareholders.
25
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Annual Report and Financial Statements in
accordance with applicable law and regulations.
The Companies Law requires the Directors to prepare Financial Statements for each financial year.
Under the Companies Law, the Directors must not approve the Financial Statements unless they are
satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss
of the Company for that period. In preparing these Financial Statements, the Directors are required to:
>
select suitable accounting policies and apply them consistently;
>
make judgements and estimates that are reasonable and prudent;
>
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
>
provide additional disclosures when compliance with the specific requirements in IFRS are
insufficient to enable users to understand the impact of particular transactions, other events
and conditions on the Company’s financial position and financial performance;
>
state that the Company has complied with IFRS, subject to any material departures disclosed
and explained in the Financial Statements; and
>
prepare the Financial Statements on a going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors confirm that they have complied with the above requirements in preparing the
Financial Statements.
The Directors are responsible for keeping proper accounting records, which disclose with reasonable
accuracy at any time, the financial position of the Company and enable them to ensure that the
Financial Statements comply with Companies Law. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud,
error and non-compliance with law and regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website (www.RiverstoneREL.com). The work carried out by
the external auditor does not involve considerations of these matters and, accordingly, the external
auditor accepts no responsibility for any changes that may have occurred to the Financial Statements
since they were initially presented on the website.
Legislation in Guernsey governing the preparation and dissemination of the Financial Statements may
differ from legislation in other jurisdictions.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
26
Responsibility Statement of the
Directors in respect of the Annual Report under the
Disclosure Guidance and Transparency Rules
Each of the Directors whose names are on pages 18 to 19 confirms to the best of their knowledge and
belief that:
>
the Financial Statements, prepared in accordance with IFRS, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company;
>
the Annual Report includes a fair review of the development and performance of the business and
the position of the Company, together with a description of the principal risks and uncertainties
faced; and
>
the Annual Report and Financial Statements include information required by the UK Financial
Conduct Authority so that the Company complies with the provisions of the Listing Rules,
Disclosure Guidance and Transparency Rules of the UK Listing Authority. With regard to corporate
governance, the Company is required to disclose how it has applied the principles and complied
with the provisions of the corporate governance code applicable to the Company.
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance
with applicable law and regulations. As part of the preparation of the Annual Report and Financial
Statements, the Directors have received reports and information from the Company’s Administrators
and Investment Manager. The Directors have considered, reviewed and commented upon the Annual
Report and Financial Statements throughout the drafting process in order to be satisfied in respect
of the content. In the opinion of the Directors, the Annual Report and Financial Statements, taken as a
whole, are fair, balanced and understandable and provide the information necessary for Shareholders
to assess the Company’s performance, business model and strategy.
By order of the Board
Richard Horlick John Roche
Chair of the Board Director
3 March 2026 3 March 2026
27
Riverstone Energy Limited – Annual Report and Financial Statements 2025
The Company is subject to the GFSC Code, which applies to
all companies registered as collective investment schemes in
Guernsey. The GFSC has also confirmed that companies that
report against the UK Code or the AIC Code are deemed to meet
the GFSC Code.
The Board monitors developments in corporate governance to
ensure the Board remains aligned with best practice. The Board
has recognised and supported the Hampton Alexander Review
and the Parker Review and acknowledged the importance of
having a variety of backgrounds and experience represented in the
boardroom for the effective functioning of the Board. The Board
is further aware that the broader reviews of diversity are largely
subsumed within UKLR 6.6.6 R(9). The Board is cognisant of
the FCA diversity guidelines within the Listing Rules and was
compliant with the Hampton Alexander recommendations up
to the point where Claire Whittet retired from the Board in May
2025. From that period with the Company moving towards a
Managed Wind-Down no new appointments were considered and
a broader position was taken to further reduce the board size to
three during the course of 2026. It has been the Board’s position
to have a well-diversified representation within the constraints
of a Managed Wind-Down. As the Company is in a relatively short
Managed Wind-Down period, it is not anticipated that the Board
will be added to within this period as the Board believes that the
current members have the required skill set, experience and
provide the requisite stability and continuity. The Board places
value on a diversity of business skills, capabilities and experience
gained from different geographical backgrounds to enhance the
Board by bringing a wide range of perspectives to the Company.
The AIC Code addresses all the principles set out in the UK Code,
as well as setting out additional principles and recommendations
on issues that are of specific relevance to investment companies
such as the Company. The Board considers that reporting against
the principles and recommendations of the AIC Code provides
better information to Shareholders.
The Company has complied with the recommendations of the
AIC Code and the relevant provisions of the UK Code, except as
set out below.
The UK Code includes provisions relating to:
>
the role of the chief executive;
>
executive directors’ remuneration; and
>
the need for an internal audit function.
As explained in the UK Code, the Board considers that the
above provisions are not currently relevant to the position of the
Company, being an externally managed investment company,
which delegates most day-to-day functions to third parties.
The Company does not have a chief executive or any
executive directors.
The Company has no employees or internal operations and has
therefore not reported further in respect of these provisions.
The need for an internal audit function is discussed in the Audit
Committee report.
THE BOARD
The Company is led and controlled by a Board of Directors,
which is now focused on maximising Shareholder value through
the orderly realisations of the remaining assets during the
Managed Wind-Down. It does so by preserving value and has as
its foremost principle acting in the interests of Shareholders as
a whole and the Company’s stakeholders.
The Company believes that the composition of the Board is a
fundamental driver of its success as the Board must provide
strong and effective leadership of the Company. The current Board
was selected, as their biographies illustrate, to bring a breadth
of knowledge, skills and business experience to the Company.
The Non-executive Directors provide independent challenge and
review, bringing wide experience, specific expertise and a fresh
objective perspective.
The Board presently consists of four Non-executive Directors,
Richard Horlick, John Roche, Jeremy Thompson and Karen
McClellan, all of whom, including the Chair of the Board, are
independent of the Company’s Investment Manager. All Directors
served during the year. At the Company’s AGM in May 2025,
Claire Whittet retired as a Non-executive Director and as Chair of
the Management Engagement Committee, having served on the
Board for over nine years. Subsequently, Karen McClellan was
appointed to succeed Claire Whittet as Chair of the Management
Engagement Committee.
Corporate Governance Report
AS A UK LISTED COMPANY, THE COMPANY’S GOVERNANCE POLICIES AND PROCEDURES ARE BASED
ON THE PRINCIPLES OF THE UK CODE AS REQUIRED UNDER THE LISTING RULES. THE UK CODE IS
AVAILABLE ON THE FINANCIAL REPORTING COUNCIL’S WEBSITE, WWW.FRC.ORG.UK.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
28
The Chair of the Board is independent and is appointed in
accordance with the Company’s Articles of Incorporation.
Richard Horlick is considered to be independent because he:
>
has no current or historical employment with the
Investment Manager;
>
has no current directorships or partnerships in any other
investment funds managed by the Investment Manager; and
>
is not an executive of a self-managed company or an
ex-employee who has left the executive team of a
self-managed company within the last five years.
The Board is of the view that no individual or group of individuals
dominates decision making.
At each subsequent Annual General Meeting of the Company, each
of the Directors at the date of the notice convening the Annual
General Meeting shall retire from office and may offer themselves
for election or re-election by the Shareholders.
The Board meets at least four times a year for regular, scheduled
meetings and should the nature of the activity of the Company
require it, additional meetings may be held, some at short notice.
At each meeting the Board follows a formal agenda that covers the
business to be discussed. The primary focus at Board meetings is
a review of investment performance and associated matters such
as share price discount/premium management, investor relations,
peer group information, industry issues and principal risks and
uncertainties in particular those identified at the end of this report.
Additionally, since the Company’s modified Managed Wind-Down
investment strategy was implemented in August 2025, the Board
has been required to regularly hold meetings to include the
review of and consent to investment transactions and compulsory
redemptions. During the year, the total number of regular and
ad-hoc meetings was 32.
Between meetings the Board and certain members have direct
access to and discussions with the Investment Manager, and
there is also regular contact with the Administrators. The Board
requires to be supplied in a timely manner with information by the
Investment Manager, the Administrators, the Company Secretary
and other advisers in a form and of a sufficient quality to enable it
to discharge its duties.
The Company has adopted a share dealing code for the Board and
seeks to ensure compliance by the Board and relevant personnel
of the Investment Manager and other third-party service providers
with the terms of the share dealing code.
BOARD TENURE AND RE-ELECTION
In accordance with the AIC Code, when and if any director
shall have been in office (or on re-election would at the end of
that term of office) for more than nine years, the Company will
consider further whether there is a risk that such a director might
reasonably be deemed to have lost independence through such
long service. Claire Whittet had served for more than nine years
and she retired on 20 May 2025. As at the date of the Company’s
2025 AGM, and during this reporting period, Jeremy Thompson
had served for more than nine years with the Board considering
him to be independent throughout this period. Following the votes
at the 2025 AGM, where Jeremy Thompson received 26.8 per cent.
of votes against, the Board entered the Company into a Managed
Wind-Down. In the Managed Wind-Down circular, dated 1 August
2025, the Board indicated that it expected to reduce the number of
Directors from four to three within 12 months of entering into the
Managed Wind-Down. Jeremy Thompson has advised that he will
not seek re-election to the Board at the forthcoming 2026 AGM.
The Board considers its composition and succession planning
on an ongoing basis. All other Directors will stand for annual
re-election at the AGM.
A Director who retires at an Annual General Meeting may, if willing
to continue to act, be elected or re-elected at that meeting. If, at a
general meeting at which a Director retires, the Company neither
re-elects that Director nor appoints another person to the Board
in the place of that Director, the retiring Director shall, if willing
to act, be deemed to have been re-elected unless at the general
meeting it is resolved not to fill the vacancy or unless a resolution
for the re-election of the Director is put to the meeting and
not passed.
Directors are appointed under letters of appointment, copies of
which are available at the registered office of the Company.
The Board considers its composition and succession planning
on an ongoing basis.
29
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Corporate Governance Report continued
DIRECTORS’ REMUNERATION
The level of remuneration of the Directors reflects the time
commitment and responsibilities of their roles. The remuneration
of the Directors does not include any share options or other
performance related elements and there are no plans to seek
any Shareholder waivers to deviate from this.
The Chair of the Board is entitled to annual remuneration
of £145,200 (31 December 2024: £145,200). The Chair of the
Audit Committee is entitled to annual remuneration of £90,750
(31 December 2024: £90,750) and the Chair of the Management
Engagement Committee is entitled to annual remuneration
of £78,650 (31 December 2024: £78,650). The Chair of the
Nomination and Remuneration Committee is entitled to
remuneration of £78,650 (31 December 2024: £78,650).
During the year ended 31 December 2025 and 31 December 2024,
the Directors’ remuneration, denominated in GBP, did not increase
year over year and was as follows, when converted to USD:
Director
2025
($’000)
2024
($’000)
Richard Horlick
(1) (2)
193 182
Jeremy Thompson
(1)(3)(6)
104 99
John Roche
(1)(4)
121 114
Karen McClellan
(1)(5)
104 91
(1)
Non-executive Independent Director
(2)
Chair of the Board
(3)
Chair of the Nominations and Remuneration Committee
(4)
Chair of the Audit Committee
(5)
Chair of the Management Engagement Committee
(6)
Non-executive Senior Independent Director
The above fees due to the Directors are for the year ended
31 December 2025 and 31 December 2024, and none were
outstanding at 31 December 2025 (31 December 2024: $nil).
DUTIES AND RESPONSIBILITIES
The Board is responsible to Shareholders for the overall
management of the Company. The duties and powers reserved
for the Board include decisions relating to the determination
of investment policy and approval of investments in certain
instances, strategy, capital raising, statutory obligations and
public disclosure, financial reporting and entering into any
material contracts by the Company.
The Board retains direct responsibility for certain matters,
including (but not limited to):
>
approving the Company’s long-term objective and any
decisions of a strategic nature including any change in
investment objective, policy and restrictions, including those
which may need to be submitted to Shareholders for approval;
>
reviewing the performance of the Company in light of the
Company’s strategy objectives and budgets ensuring that any
necessary corrective action is taken;
>
the appointment, overall supervision and removal of key
service providers and any material amendments to the
agreements or contractual arrangements with any key
delegates or service providers;
>
approving any transactions with “related parties” for the
purposes of the Company’s voluntary compliance with the
applicable sections of the UK Listing Rules;
>
the review of the Company’s valuation policy;
>
the review of the Company’s corporate governance
arrangements; and
>
approving any actual or potential conflicts of interest.
The Directors have access to the advice and services of Ocorian
Administration (Guernsey) Limited, who is responsible to the
Board for ensuring that Board procedures are followed and
that it complies with Companies Law and applicable rules and
regulations of the GFSC and the LSE. Where necessary, in carrying
out their duties, the Directors may seek independent professional
advice at the expense of the Company. The Company maintains
directors’ and officers’ liability insurance in respect of legal action
against its Directors on an ongoing basis.
The Board’s responsibilities for the Annual Report are set
out in the Directors’ Responsibility Statement. The Board is
also responsible for issuing appropriate half-yearly financial
reports, quarterly portfolio valuations and other price-sensitive
public reports.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
30
CONFLICTS OF INTEREST
A Director has a duty to avoid a situation in which he or she
has, or can have, a direct or indirect interest that conflicts,
or possibly may conflict, with the interests of the Company.
The Board requires Directors to declare all appointments
and other situations that could result in a possible conflict of
interest and has adopted appropriate procedures to manage
and, if appropriate, approve any such conflicts. The Board is
satisfied that there is no compromise to the independence of
those Directors who have appointments on the boards of, or
relationships with, companies outside the Company.
COMMITTEES OF THE BOARD
The Board believes that it and its committees have an
appropriate composition and blend of skills, experience,
independence and diversity of backgrounds to discharge their
duties and responsibilities effectively. The Board keeps its
membership, and that of its committees, under review to ensure
that an acceptable balance is maintained, and that the collective
skills and experience of its members continue to be refreshed.
It is satisfied that all Directors have sufficient time to devote to
their roles and that undue reliance is not placed on any individual.
Each committee of the Board has written terms of reference,
approved by the Board, summarising its objectives, remit and
powers, which are available on the Company’s website
(www.RiverstoneREL.com) and reviewed on an annual basis.
All committee members are provided with appropriate induction
on joining their respective committees, as well as on-going
access to training. Minutes of all meetings of the committees
(save for the private sessions of committee members at the end
of meetings) are made available to all Directors and feedback from
each of the committees is provided to the Board by the respective
committee Chairs at the next Board meeting. The Chair of each
committee attends the AGM to answer any questions on their
committee’s activities.
The Board and its committees are supplied with regular,
comprehensive and timely information in a form and of a
quality that enables them to discharge their duties effectively.
All Directors are able to make further enquiries of management
whenever necessary and have access to the services of the
Company Secretary.
Directors’ attendance at Board and Committee Meetings
The Board formally met 4 times during the year. The Board held a number of ad-hoc meetings, and the sub committees of the Board met
frequently during the course of 2025. Directors are encouraged when they are unable to attend a meeting to give the Chair of the Board
their views and comments on matters to be discussed, in advance. In addition to their meeting commitments, the Non-executive Directors
also liaise with the Investment Manager whenever required and there is regular contact outside the Board meetings schedule. In addition
to the Board members, members of the Investment Manager attend relevant sections of the Board meetings by invitation.
Attendance is further set out below:
Director
Board
Meetings
Audit
Committee
Meetings
Nomination
and
Remuneration
Committee
Meetings
Management
Engagement
Committee
Meetings
Tenure as at
31 December 2025
Richard Horlick
(1)
4 4 4 2 3 year and 2 months
Jeremy Thompson
(2)
4 4 4 2 9 years and 8 months
John Roche
(1)
4 4 4 2 3 years and 1 months
Karen McClellan
(1)
4 4 4 2 2 years and 8 months
(1)
Non-Executive Independent Director.
(2)
Non-executive Senior Independent Director.
A quorum is comprised of any two or more members of the Board from time to time, to perform administrative and other routine functions
on behalf of the Board, subject to such limitations as the Board may expressly impose on this committee from time to time.
Board members who are not ordinarily resident in Guernsey were unable to travel and attend certain Board and committee meetings in
person during 2025. In those cases, the relevant Board members attended those meetings by telephone or video link (and are shown as
being in attendance at the relevant meeting in the table above).
31
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Corporate Governance Report continued
Audit Committee
The Audit Committee which is chaired by John Roche, comprises
Jeremy Thompson, Richard Horlick and Karen McClellan, all
of whom held office throughout the year. The Chair of the Audit
Committee, the Investment Manager and the external auditor,
Ernst & Young LLP, have held discussions regarding the audit
approach and identified risks. The external auditors attend
selected Audit Committee meetings and a private meeting is
routinely held with the external auditors to afford them the
opportunity of discussions without the presence of management.
The Audit Committee activities are contained in the Report of the
Audit Committee.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is chaired by
Jeremy Thompson and comprises, John Roche, Richard Horlick,
and Karen McClellan, all of whom held office throughout the year.
The Nomination and Remuneration Committee is convened
for the purpose of considering the appointment of additional
Directors as and when considered appropriate. The Nomination
and Remuneration Committee is now focused on any deemed
succession issues to support the Company in its short Managed
Wind-Down period. In considering appointments to the Board,
the Nomination and Remuneration Committee takes into account
the ongoing requirements of the Company and evaluates the
balance of skills, experience, independence, and knowledge of
each candidate. The Committee has recommended to the Board
that given the need for a planned orderly Wind-Down that no
further Board appointments be made and that the Board size be
subsequently reduced to three during the course of 2026. As a
result, Jeremy Thompson has decided not to stand for re-election
at the forthcoming AGM on 18 May 2026.
In the case of candidates for Directorships, care has been taken
to ascertain that they have sufficient time to fulfil their Board
and, where relevant, committee responsibilities. The Board
believes that the terms of reference of the Nomination and
Remuneration Committee ensure that it operates in a rigorous
and transparent manner.
In accordance with both UK Listing Rules and AIC Guidelines the
Board composition is tabulated below and while the Board will
continue to take diversity into account as part of any continuing
succession planning and recruitment process, it must be
recognised that the Company is in a relatively short Managed
Wind-Down period and is placing stability and continuity through
this period as being in the best interests of the Company and
its shareholders.
BOARD GENDER IDENTITY AT 31 DECEMBER 2025
Number
of Board
Members
Percentage of
the Board
Number
of Senior
Positions on
the Board
Men 3 75.00% 2
Women 1 25.00% –
BOARD ETHNIC BACKGROUND AT 31 DECEMBER 2025
Number
of Board
Members
Percentage of
the Board
Number
of Senior
Positions on
the Board
White British or other
white (including
minority-white groups) 4 100% 2
Other ethnic group – – –
The Nomination and Remuneration Committee has reviewed the
composition, structure and diversity of the Board, succession
planning, the independence of the Directors and whether each of
the Directors has sufficient time available to discharge their duties
effectively. The Nomination and Remuneration Committee and the
Board confirm that they believe that the Board has an appropriate
mix of skills and backgrounds, that all Directors can be considered
as Independent in accordance with the provisions of the AIC Code
and that all Directors have the time available to discharge their
duties effectively.
Accordingly, the Board recommends that Shareholders vote
in favour of the re-election of those Directors standing at the
forthcoming AGM, as noted in the Board Tenure and Re-election
section of the Corporate Governance Report.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
32
Management Engagement Committee
The Management Engagement Committee is chaired by Karen
McClellan and comprises Jeremy Thompson, John Roche and
Richard Horlick, all of whom held office throughout 2025.
The Management Engagement Committee meets at least once
a year pursuant to its terms of reference.
The Management Engagement Committee provides a formal
mechanism for the review of the performance of the Investment
Manager and the Company’s other advisors and service providers.
It carries out this review through consideration of a number of
objective and subjective criteria and through a review of the terms
and conditions of the advisors’ appointments with the aim of
evaluating performance, identifying any weaknesses and ensuring
value for money for the Shareholders. At the annual Management
Engagement Committee Meeting on November 12 2025, the Chair
of the MEC recommended to the Board that the Company retain
the services of its providers.
As part of the 2025 annual review of service providers, all
service providers were asked to complete a Cyber Security
Review Questionnaire (“CSRQ”), the results of which the
Committee commissioned Ocorian Consulting (UK) Limited
(“Ocorian Consulting”), an affiliate company of the Designated
Administrator, to review. Ocorian Consulting’s report was
discussed by the Management Engagement Committee in
November 2025. None of the CSRQs indicated significant
cybersecurity weaknesses and Ocorian Consulting concluded that
the Company’s service providers had sufficiently detailed their
cybersecurity arrangements and have adequate processes in place.
At the annual Management Engagement Committee meeting,
on 12 November 2025, a report concerning the performance
of the individual service providers concluded that all appeared
to be performing as required, and the Chair of the committee
recommended to the Board that the Company retain their
continuing services.
Board Performance and Evaluation
In accordance with Provision 26 of the AIC Code which requires
a formal and rigorous annual evaluation of its performance,
the Board formally reviews its performance annually through
an internal process. Internal evaluation of the Board, the Audit
Committee, the Nomination and Remuneration Committee, the
Management Engagement Committee and individual Directors has
taken the form of self-appraisal questionnaires and discussions to
determine effectiveness and performance in various areas as well
as the Directors’ continued independence.
The Board believes that annual evaluations are helpful and provide
a valuable opportunity for continuous improvement.
During 2025, the Board, acting through the Nomination and
Remuneration Committee, decided that it would not complete
an externally facilitated review of the Board, its committees and
individual Directors (including the Chair). The last such review
was undertaken during 2024 and fed back to the Board in 2025 and
took the form of a structured externally facilitated questionnaire
which covered a range of key topics including composition, skills,
knowledge and experience of the Board, the respective roles
and responsibilities of the Directors, quality of strategic and risk
debate, the effectiveness of decision making and interactions
with management together, including the Chair. All Directors
participated in the evaluation, and the findings were collectively
considered by the Board.
The Lintstock evaluation concluded that the priorities for the
Board are identified as increased emphasis on shareholder
engagements and clarification of the Company’s investment
strategy. The Board feels that following the August 2025 EGM
proposal for an orderly Managed Wind-Down it has taken into
account the best interests of its Shareholders and acted swiftly
with the Investment Manager to deliver early results with its
divestment strategy.
Entering the Managed Wind-Down process during 2025 and its
clear execution were the key priorities for the Board. The Board
has concluded that overall, it had operated effectively throughout
2025 and is confident in its ability to continue effectively to lead the
Company and oversee its affairs to the conclusion of the Managed
Wind-Down period. The Board believes that the current mix of
skills, experience and knowledge of the Directors is appropriate
to the requirements of the Company.
Directors have the opportunity to meet regularly with the senior
management employed by the Investment Manager, both formally
and informally, to ensure that the Board remains updated on
pertinent issues. All members serve on other Boards, which
ensures they remain informed of the latest technical and
regulatory developments in their areas of expertise.
33
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Corporate Governance Report continued
INTERNAL CONTROL AND FINANCIAL REPORTING
The Directors acknowledge that they are responsible for
establishing and maintaining the Company’s system of internal
control and reviewing its effectiveness. Internal control systems
are designed to manage rather than eliminate the failure to
achieve business objectives and can only provide reasonable
but not absolute assurance against material misstatements
or loss. However, the Board’s objective is to ensure that the
Company has appropriate systems in place for the identification
and management of risks. The Directors carry out a robust
assessment of the principal risks facing the Company, including
those that would threaten its business model, future performance,
solvency or liquidity. The key procedures which have been
established to provide internal control are that:
>
the Board has delegated the day-to-day operations of the
Company to the Administrators and Investment Manager;
however, it retains accountability for all functions it delegates;
>
the Board clearly defines the duties and responsibilities of the
Company’s agents and advisors and appointments are made
by the Board after due and careful consideration. The Board
monitors the ongoing performance of such agents and
advisors and will continue to do so through the Management
Engagement Committee;
>
the Board monitors the actions of the Investment Manager
at regular Board meetings and is given frequent updates
on developments arising from the operations and strategic
direction of the underlying investee companies;
>
the Administrators provide administration and company
secretarial services to the Company. The Designated
Administrator has a system of internal control on which
it reports to the Board; and
>
the Board has reviewed the need for an internal audit function
and has decided that the systems and procedures employed
by the Administrators and the Investment Manager, including
their own internal controls and procedures, provide sufficient
assurance that an appropriate level of risk management
and internal control, which safeguards Shareholders’
investment and the Company’s assets, is maintained.
An internal audit function specific to the Company is
therefore considered unnecessary.
Internal controls over financial reporting are designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of Financial Statements
for external reporting purposes. The Administrators and the
Investment Manager all operate risk-controlled frameworks
on a continual ongoing basis within a regulated environment.
During 2025 the Administrators continued to report to the Board
on a quarterly basis with respect to their performance in respect
of financial accounting and financial reporting matters together
with other related matters through a compliance report.
The Designated Administrator has undertaken a SOC 1: Assurance
Report on Controls at a Service Organisation audit and formally
reports to the Board quarterly through a compliance report.
The Investment Manager formally reports to the Board quarterly
including updates within Riverstone and also engages with the
Board on an ad-hoc basis as required. No weaknesses or failings
within the relevant operations of the Designated Administrator or
the Investment Manager have been identified.
The systems of control referred to above are designed to ensure
the effectiveness and efficient operation of the relevant internal
controls over financial reporting and compliance with laws
and regulations. In establishing the systems of internal control
which the Company relies upon, regard is paid to the materiality
of relevant risks, the likelihood of costs being incurred and
costs of control. It follows therefore that the systems of internal
control can only provide reasonable but not absolute assurance
against the risk of material misstatement in financial reporting
or loss. These processes at the Designated Administrator and
the Investment Manager have been in place for the year under
review and up to the date of approval of this Annual Report and
Financial Statements. These processes are reviewed by the Board,
operating largely via the Audit Committee and are in accordance
with the FRC’s internal control publication: Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting.
INVESTMENT MANAGEMENT AGREEMENT
The Investment Manager is the sole Investment Manager of
the Company and the Partnership. Pursuant to the Investment
Management Agreement until the EGM on 22 August 2025, the
Investment Manager had responsibility for and discretion over
investing and managing the Company’s and the Partnership’s
direct and indirect assets, subject to and in accordance with the
Company’s investment policy. The Investment Manager is entitled
to delegate all or part of its functions under the Investment
Management Agreement to one or more of its affiliates.
The Company has delegated the provision of all services to
external service providers whose work is overseen by the
Management Engagement Committee at its regular scheduled
meetings. Each year, a detailed review of performance pursuant
to their terms of engagement is undertaken by the Management
Engagement Committee.
During 2025 and in connection with the Managed Wind-Down,
the Company and the Investment Manager agreed to a number of
Amendments to the Existing IMA to better reflect the role of the
Investment Manager in the context of the Managed Wind-Down.
The principal Amendments and their effect were as follows:
Riverstone Energy Limited – Annual Report and Financial Statements 2025
34
>
Reduction in Management Fee
Under the old IMA, the Investment Manager was entitled to
receive a Management Fee equal to 1.5 per cent. per annum of
the Net Asset Value of the Company (including cash), payable
quarterly in arrears, with each payment being calculated using
the quarterly Net Asset Value as at the relevant quarter end.
Under the revised IMA, this Management Fee with effect from
the commencement of the Managed Wind-Down, has been
reduced to an amount equal to 1 per cent. per annum of the
Company’s Net Asset Value (excluding cash), subject (until
31 December 2027) to a minimum fee of $500,000 per annum,
pro-rated for any partial year.
>
No further performance allocations
The Investment Manager’s performance allocation
arrangements under the old IMA (which were also
implemented via certain other agreements, including the
Partnership Agreement of Riverstone Energy Investment
Partnership, LP, the undertaking through which the Company
makes its investments (the “Partnership”)) ceased to apply
from commencement of the Managed Wind-Down. Because of
the amendments to the IMA and the valuation of the Portfolio
as at the date of those amendments with performance against
applicable benchmarks not being met, no further performance
allocations were deemed payable by the Company once it
entered into Managed Wind-Down. The Company did agree a
mechanism, being the introduction of Adjustment Payments, to
reward the Investment Manager with a percentage allocation
to be paid on realised proceeds from investment disposals as
well as applying to the carrying values of the publicly listed
investments held as at 30 June 2025.
>
Removal of Management Fee offset for excess
director’s expenses
The old IMA required the Investment Manager to deduct from
the Management Fee an amount equal to all directors’ fees,
travel costs and related expenses of the directors to the extent
that they exceed certain annual limits. Because the Net Asset
Value was less than $500 million, this limit was 0.084 per cent.
of the last published NAV before the amended IMA. This fee
offset was included in the Investment Management Agreement
at the time of the Company’s initial public offering, when the
Investment Manager had the right to appoint three Directors
to the Board. The Investment Manager no longer has the right
to appoint any Directors and, in light of the lower Management
Fee payable to the Investment Manager during the Managed
Wind-Down and the expectation that the Net Asset Value
will progressively decline as Net Proceeds are returned
to Shareholders, the Amendments have removed this fee
offset with effect from the commencement of the Managed
Wind-Down, following which the Company is responsible for
all Directors fees, costs and related expenses.
>
Investment Manager right of last look in respect of certain
Private Portfolio Investments
Under the Amendments, the Investment Manager (in its
own capacity or on behalf of its associates and/or any one
or more Other Riverstone Funds) has a right of last look in
respect of Private Portfolio investments during the term of
the Investment Management Agreement and for a period of
two years thereafter (save where the Investment Management
Agreement has been terminated by way of Company Cause
Termination). The Investment Manager’s right of last look
would give the Investment Manager or its nominated associate
the right to acquire (in its own capacity or on behalf of
one or more Other Riverstone Funds) all or any part of the
investments in the Private Portfolio proposed to be sold by the
Company to a third party, on materially the same terms offered
to that third party by paying a 5 per cent. premium to the price
offered for the relevant investment by such third party.
The acquisition by the Investment Manager, its associates
and/or any Other Riverstone Funds of any investment pursuant
to the right of last look would be subject to Board consent
(not to be unreasonably withheld or delayed) and compliance
with applicable laws, rules and regulations (including,
where relevant, the requirements of Chapter 8 of the UK
Listing Rules) at the relevant time.
>
Reimbursement of certain of the Investment Manager’s
external legal costs
Under the Amendments, the Company was liable to reimburse
the Investment Manager for 50 per cent. of its reasonably
incurred and documented external legal fees and expenses
associated with the terms of the Managed Wind-Down and the
implementation of the Amendments, provided that (other than
in respect of certain Investment Undertakings which form part
of the Company’s investment holding structure) the Company
will not be responsible for reimbursing the Investment
Manager in respect of any legal costs incurred in relation
to any document to which the Company is not a party.
>
Termination
Under the Amendments, either the Company or the Investment
Manager is able to terminate the Investment Management
Agreement: (a) at any time prior to the Managed Wind-Down
Completion Date by giving six months’ prior written notice
to the other party; and (b) at any time after the Managed
Wind-Down Completion Date, immediately upon written
notice to the other party.
35
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Corporate Governance Report continued
In addition, pursuant to the Amendments:
(a) the Company would have the right to terminate the Investment
Management Agreement: (i) on three months’ notice if the
Investment Manager is in material breach of its material
obligations under the Investment Management Agreement
(unless remedied to the reasonable satisfaction of the Company
within such three month period); or (ii) immediately if the
Investment Manager commits an act of fraud or wilful default
in relation to the Company which results in material harm to
the Company (a “Company Cause Termination”); and
(b) the Investment Manager would have the right to terminate the
Investment Management Agreement immediately if: (i) the
Company is in material breach of its material obligations under
the Investment Management Agreement (unless remedied
to the reasonable satisfaction of the Investment Manager
within three months); or (ii) in certain other circumstances,
being if the Company undergoes an insolvency event, ceases
to hold appropriate regulatory authorisation in Guernsey,
makes a further material change to its investment policy
without the consent of the Investment Manager, undergoes
a change of control which results in the Ordinary Shares
ceasing to be listed on the Official List or raises new equity or
returns cash to Shareholders otherwise than by way of a pro
rata compulsory redemption of Ordinary Shares without the
consent of the Investment Manager (an “Investment Manager
Cause Termination”).
OUR CULTURE
The Board has determined that the Company’s culture is
built around that of the Investment Manager, with a focus on
long-lasting and interactive relationships with a diverse investor
base. The Board puts emphasis on an open and challenging
dialogue, ensuring all voices are heard before ultimately leading
to a unified approach. The Chair in particular places great
emphasis on collective responsibility.
RELATIONS WITH SHAREHOLDERS
The Board welcomes Shareholders’ views and places great
importance on communication with its Shareholders. In addition,
Jeremy Thompson, as the Senior Independent Director from May
2024, is available to Shareholders if they have concerns which
contact through the normal channels has failed to resolve or for
which such contact would be inappropriate. Karen McClellan,
Management Engagement Committee Chair, is available to discuss
matters regarding the service providers of REL. The Chair of the
Board, Senior Independent Director and other Directors are also
available to meet with Shareholders at other times, if required.
At the request of several Shareholders, the Chair of the Board,
Senior Independent Director and other Directors arranged
meetings and addressed direct correspondence raised by
Shareholders at the Board meetings during the year.
The Company reports formally to Shareholders in a number
of ways; regulatory news releases through the London Stock
Exchange’s Regulatory News Service, announcements are issued
in response to events or routine reporting obligations. Also, an
Interim Report will be published each year outlining performance
to 30 June and the Annual Report will be published each year
for the year ended 31 December, both of which will be made
available on the Company’s website. In addition, the Company’s
website contains comprehensive information, including company
notifications, share information, financial reports, investment
objectives and policy, investor contacts and information on
the Board and corporate governance. Shareholders and other
interested parties can subscribe to email news updates by
registering online on the website.
The Investment Manager is available for regular contact with
Shareholders, including the Cornerstone Investors, and any views
that they may have are communicated to the Board and vice versa.
No sensitive information is provided to the Cornerstone Investors
that is not provided to the Shareholders as a whole and at the same
time. The Board is also kept fully informed of all relevant market
commentary on the Company by the Investment Manager and the
Corporate Brokers. The Directors and Investment Manager receive
informal feedback from analysts and investors, which is presented
to the Board by the Company’s Broker. The Company Secretary
also receives informal feedback via queries submitted through
the Company’s website and these are addressed by the Board, the
Investment Manager or the Company Secretary, where applicable.
Financial results, events, corporate reports, webcasts and fact
books are all stored in the Investor Relations section of our
website: www.riverstonerel.com/investors/
2026 KEY SHAREHOLDER ENGAGEMENTS
February Quarterly Portfolio Valuations
March Full Year Results Approved
April Notice of Annual General Meeting
May Quarterly Portfolio Valuations
Annual General Meeting
August Quarterly Portfolio Valuations
Half Year Results
November Quarterly Portfolio Valuations
Riverstone Energy Limited – Annual Report and Financial Statements 2025
36
ENGAGEMENT WITH STAKEHOLDERS
The wider stakeholders of the Company comprise its service
providers, investee companies and suppliers and the Board
recognises and values these stakeholders.
The Company’s relationship with its service providers, including
the Investment Manager, is of particular importance. Service
providers have been selected and engaged based on due diligence
and references including consideration of their internal controls
and expertise. The Company has a Management Engagement
Committee, who will review the performance of each service
provider annually and provide feedback as appropriate, to
maintain good working relationships.
Responsible investing principles have been applied to each of the
investments made, which ensures that appropriate due diligence
has been conducted and that the terms of the investments are
clearly set out and agreed with investee companies in advance.
The Board recognises that relationships with suppliers are
enhanced by prompt payment and the Company’s Administrators,
in conjunction with the Investment Manager, ensures all payments
are processed within the contractual terms agreed with the
individual suppliers.
RELATIONS WITH OTHER STAKEHOLDERS
When relevant and noting the Company is now in a Managed
Wind-Down process, the Investment Manager will meet with
analysts and investors to provide further updates on how the
Company and the investment portfolio are performing.
The Directors and Investment Manager receive informal feedback
from analysts and investors, which is presented to the Board by
the Company’s Brokers. The Company Secretary also receives
informal feedback via queries submitted through the Company’s
website and these are addressed by the Board, the Investment
Manager or the Company Secretary, where applicable.
The Directors recognise that the Managed Wind-Down process of
the Company is linked to the success of the communities in which
Riverstone, and its investee companies, operate.
WHISTLEBLOWING
The Board has considered arrangements by which staff of the
Investment Manager or Administrators may, in confidence, raise
concerns within their respective organisations about possible
improprieties in matters of financial reporting or other matters.
It has concluded that adequate arrangements are in place for the
proportionate and independent investigation of such matters and,
where necessary, for appropriate follow-up action to be taken
within their organisation.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company’s assets now consist of private equity unlisted
investments, held through the Partnership, in the remaining three
decarbonisation assets, following the realisation of Onyx Power.
Initially, there was a particular focus on opportunities in the
global E&P and midstream energy sub-sectors, however since
2020, the Company has been exclusively focussed on pursuing
a global strategy across decarbonisation sectors presented by
Riverstone’s investment platform. Its principal risks in that period
were therefore related to market conditions in the energy and
energy transition sectors in general, but also to the particular
circumstances of the businesses in which it is invested through the
Partnership. The Investment Manager, through the Partnership,
sought to mitigate those risks through active asset management
initiatives and carrying out due diligence work on potential targets
before entering into any investments.
Each Director is fully aware of the risks inherent in the Company’s
business and understands the importance of identifying,
evaluating and monitoring these risks. The Board has adopted
procedures and controls that enable it to carry out a robust
assessment of the risks facing the Company, manage these risks
within acceptable limits and meet all of its legal and regulatory
obligations. The Board is committed to upholding and maintaining
zero tolerance towards the criminal facilitation of tax evasion.
The Board thoroughly considers the process for identifying,
evaluating and managing any significant risks faced by the
Company on an ongoing basis and these risks are reported and
discussed at Audit Committee and Board meetings. The Board
ensures that effective controls are in place to properly mitigate
these risks to the greatest extent possible and that a satisfactory
compliance regime exists to ensure all applicable local and
international laws and regulations are upheld.
For each material risk, the likelihood and consequences are
identified, management controls and frequency of monitoring are
confirmed, and results reported and discussed at the quarterly
Board meetings.
The Company’s principal risk factors are fully discussed
in the Prospectuses, available on the Company’s website
(www.RiverstoneREL.com) and should be reviewed by
Shareholders. Please note that not all principal risks are
disclosed on the Company’s website, only those established
at the time of the Prospectuses.
The approval by the Shareholders of the Managed Wind-Down
process and the new investment policy during 2025 required
the Board to critically reassess the principal risks faced by the
Company. This was discussed in the Interim Review for 2025 and
the work was led by the Audit Committee.
37
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Corporate Governance Report continued
Therefore, the Company’s current principal areas of risk and
mitigating actions being taken are summarised below:
1. Investment Concentration Risk – The Company initially
intended to only invest in the global energy sector, with a
particular focus on oil and gas exploration and production,
and midstream investments, which exposed it to industry
and sector concentration risk. Under the modified
investment strategy, since 2020, the Company had pivoted
to focus on energy transition and decarbonisation and this
provided an element of diversification for the portfolio,
albeit with the additional sector specific investment risks.
The implementation of the Managed Wind-Down process with
the disposal during 2025 of the listed investments and the
subsequent disposal of Onyx Power, has significantly increased
the investment concentration risk faced by the Company.
The Investment Manager remains engaged with the remaining
investments in the portfolio with access to personnel and
information dependent on a case by case basis ranging from
no board representation to board representation and the
associated benefits. During 2025 and into 2026 the Investment
Manager has been excellent at executing the early stages of
the Managed Wind-Down process with the disposal of all listed
investments and a material disposal of Onyx Power, being a
specialist investment operating in a niche sector.
2. Share Discount to NAV Risk – The Company’s shares
have, for a considerable period of time, been trading and
continue to trade at a discount to NAV per share for reasons,
including, but not limited to, general investment market
conditions in the sectors relevant to the Company, liquidity
concerns, perceived issues with the terms of the Investment
Management Agreement and actual or expected Company
performance as the Company transitioned to maximise value
from the conventional portfolio allowing investment into its
decarbonisation strategy over time. This persistent discount to
NAV has over time led to material shareholder dissatisfaction
with the performance of the Company. There are no material
changes to the level of this risk identified by the Board.
The Company did see a marked improvement in the
performance of its share price since 2020, and over this
time it has also been very active in attempting to narrow this
persistent discount with the introduction of a well-funded and
material series of successive buybacks, tender offers as well
as enhanced shareholder engagement. The Company is now
in the early stages of its Managed Wind-Down process and
therefore there are no overt discount control mechanism being
employed. The Company’s shares have continued to trade at a
wide discount to NAV indicating that the market is sceptical as
to the fair values and the monetisation of those fair values by
the Investment Manager during this period. The Board remains
engaged as does the Investment Manager in the oversight of
the remaining privately held investments and the business
plans required to allow for liquidity events to take place.
3. Shareholder Disquiet and Influence Risk – Previous material
levels of Shareholder disquiet directed at the Company’s
performance particularly with respect to its Decarbonisation
portfolio have, to a large extent, been addressed with the
adoption and excellent early execution in 2025 of the Managed
Wind-Down process. This has led to significant investment
disposal activity for the listed and privately held portfolios
where material capital has been returned to Shareholders
already and more to come in 2026 with the excellent disposal
of the investment in Onyx Power.
There is naturally more work required to realise the remainder
of the concentrated privately held portfolio with the Board
and the Investment Manager actively engaged in that
process. This risk is viewed as reducing somewhat during
2026 as the Managed Wind-Down process has been initially
successfully executed.
4. Investment Valuation Risk – The Company continues to hold an
investment portfolio, albeit more concentrated overall, where
the determination of the ongoing reported fair values for the
privately held investments exposes the Company to a number
of specific investment and valuation risks, the most notable
ones being:
>
The risks and judgements associated with the fair
valuation of the private equity investments could result
in the NAV of the Company being materially misstated.
These private equity investments now expose the
Company’s valuation models to changes over time in a
number of variables including interest rates, certain public
market trading comparables, transaction comparables,
discounted cash flow rates, tariffs, taxation etc.
Ultimately the success or otherwise of a private equity
investment will only be determined on eventual realisation.
The Investment Manager has an extensive and consistent
valuation policy which is applied each quarter and fair
values all private equity investments held. All quarterly
valuations firstly go through the valuation processes
adopted by the Investment Manager and when approved
by the Investment Manager are released to the Board for
review and challenge. Quarterly meetings are held by the
Board with the Investment Manager to review the draft
valuations ahead of confirmation and release to the market.
>
Potential changes to largely US domestic policy, regulatory
and/or the tax environment of the remaining investments
held by the Company may adversely affect the fair values
determined for those investments, their ability to borrow
and transact business plans or impact the Company’s
ability to properly realise those privately held investments
at previously intended valuations or timescales.
The Investment Manager closely monitors each of the
remaining privately held portfolio companies in which the
Company invests with access to personnel and relevant
financial and other information being dependent on
matters such as Board representation etc.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
38
>
The remaining privately held investments expose
the Company to additional investment and operational
risks arising from investment in the build-up and early/
development stages where these companies may have
little or no operating history, be more vulnerable to
financial failure than more established companies,
have requirements to invest in further funding rounds or
suffer dilution/decrease in value, operating in emerging
industries with technologies that are as yet fully unproven
and investments where the Company is a minority investor
with limited access.
The Investment Manager maintains dialogue with the portfolio
companies to make sure that they have appropriate plans and
resources in place to progress the businesses and while the
Company now has a significantly more concentrated portfolio
to manage, the overall investment valuation risks arising
from the models and judgements exercise by the Investment
Manager remain at levels that have previously existed for the
Company and this risk.
5. Reliance on Investment Manager Risk – The Company has
always been and remains heavily reliant on the services
provided by the Investment Manager particularly in this
relatively short planned Managed Wind-Down period;
however, the focus is now on the performance of the
Investment Manager in maximising the realisable value
of the investment portfolio to drive significant returns of
capital to Shareholders. The revised Investment Management
Agreement struck in 2025 continues to require the Investment
Manager to provide competent, attentive, and efficient
services and personnel to the Company with the Managed
Wind-Down being implemented by the Investment Manager
realising the assets in the wider investment portfolio in an
orderly manner to allow the Company to maximise returns to
Shareholders. Additionally, there can be no assurance that the
current investment valuations as at 31 December 2025 for the
remaining privately held investments to which the Company is
exposed, can be achieved, although the subsequent realisation
of Onyx Power in early 2026 has crystallised that significant
carrying value at 31 December 2025. The Investment Manager
has been and remains actively involved in managing the
investment portfolio and working to achieve appropriate
realisations, and has been incentivised to do so under the
terms of the revised IMA. The Board has been very satisfied
with the performance of the Investment Manager in the early
stages of the Managed Wind-Down period.
6. Shareholder Discontinuance Resolution Risk – This previously
reported principal risk is now no longer considered to be
relevant in view of the resolutions passed by Shareholders to
place the Company into a Managed Wind-Down process.
7. Climate Change Risk – The effects of climate change and the
transition to a low carbon economy could possibly reduce
demand for some of the Company’s remaining investments, as
well as impact their valuations, and may limit future growth
opportunities. Riverstone has adopted what it believes are
currently best practices for ESG investing having adopted the
UN Principles for Responsible Investment and Sustainable
Development Goals.
Now that the Company is in a Managed Wind-Down process
with the expectation that the remaining privately held
investments will be disposed of in the period to 31 December
2027, the Board is of the opinion that while climate change
risk still remains a relevant topic for these investments in the
medium to long term, the climate change risk in the period of
the expected Managed Wind-Down has lessened significantly
when assessed in this time period and with the business and
business models being adopted by those companies.
The Company (as with all companies) continues to be exposed
to external cyber-security threats. The Company recognises
the increased incidence of cyber-security threats and regularly
reviews its policies, procedures and defences to mitigate
associated risks, as well as receiving confirmation of the
policies, procedures and defences of the Investment Manager,
the Designated Administrator and other key service providers,
and engages market-leading specialists where appropriate.
This is to ensure that the Company is resilient to existing and
emerging threats.
The above risks are mitigated and managed by the Board
through continual review, policy setting and updating of the
Company’s Risk Matrix at each Audit Committee Meeting
to ensure that procedures are in place with the intention of
minimising the impact of the above-mentioned risks.
The Board relies on periodic reports provided by the
Investment Manager and Administrators regarding risks
that the Company faces. When required, experts will be
employed to gather information, including tax advisers, legal
advisers, and environmental advisers. As it is not possible
to eliminate risks completely, the purpose of the Company’s
risk management policies and procedures is not to eliminate
risks, but to reduce them and to ensure that the Company is
adequately prepared to respond to such risks and to minimise
any impact if the risk develops.
By order of the Board
Richard Horlick
Chair of the Board
3 March 2026
39
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Report of the Audit Committee
THE AUDIT COMMITTEE OPERATES WITHIN CLEARLY DEFINED TERMS OF REFERENCE,
WHICH ARE AVAILABLE FROM THE COMPANY’S WEBSITE WWW.RIVERSTONEREL.COM,
AND INCLUDE ALL MATTERS INDICATED BY DISCLOSURE GUIDANCE AND
TRANSPARENCY RULE 7.1, THE AIC CODE AND THE UK CODE.
The Audit Committee is chaired by John Roche and comprises
Richard Horlick, Jeremy Thompson and Karen McClellan.
Members of the Audit Committee must be independent of the
Company’s external auditor and Investment Manager. The Audit
Committee will meet no less than four times in a year, and at such
other times as the Audit Committee Chair shall require and will
meet the external auditor at least once a year.
The Chair of the Audit Committee values the ongoing engagement
and membership of the Audit Committee from Richard Horlick
as overall Chair of the Board, particularly as the current Board
has reduced in number and will reduce further during 2026.
The Committee members have considerable financial and
business experience and the Board has determined that the
membership, as a whole, has sufficient recent and relevant
sector and financial experience to discharge its responsibilities
and that at least one member has competence in accounting or
auditing having a background as a chartered accountant.
RESPONSIBILITIES
The main duties of the Audit Committee are:
>
to monitor the integrity of the Company’s Financial Statements and
regulatory announcements relating to its financial performance
and review significant financial reporting judgements;
>
to report to the Board on the appropriateness of the
Company’s accounting policies and practices;
>
to review the valuations of the Company’s investments
prepared by the Investment Manager, and provide a
recommendation to the Board on the valuation of the
Company’s investments;
>
to oversee the relationship with the external auditors,
including agreeing their remuneration and terms of
engagement, monitoring their independence, objectivity
and effectiveness, ensuring that policy surrounding their
engagement to provide non-audit services is appropriately
applied, and making recommendations to the Board on their
appointment, reappointment or removal, for it to put to the
Shareholders in general meeting;
>
to monitor and consider annually whether there is a need for
the Company to have its own internal audit function;
>
to keep under review the effectiveness of the Company’s
internal controls, including financial controls and risk
management systems;
>
to review and consider the UK Code, the AIC Code, the
GFSC Code, the AIC Guidance on Audit Committees and
the Stewardship Code; and
>
to report to the Board on how it has discharged
its responsibilities.
The Audit Committee is aware that the Annual Report is not
subject to formal statutory audit, including the Board Chair’s
Statement and the Investment Manager’s Report. Financial
information in these sections is reviewed by the Audit Committee.
The Audit Committee is required to report its findings to the
Board, identifying any matters on which it considers that action or
improvement is needed, and make recommendations on the steps
to be taken.
The external auditor is invited to attend the Audit Committee
meetings where audit planning and approach discussions take
place as well as the meetings at which the Annual Report and
Interim Financial Report are considered. These meetings will at
least annually facilitate an opportunity for the external auditor
to meet with the Audit Committee without representatives of
the Investment Manager or Administrators being present.
FINANCIAL REPORTING
The primary role of the Audit Committee in relation to financial
reporting is to review with the Administrators, Investment
Manager and the external auditor and report to the Board
on the appropriateness of the Annual Report and Financial
Statements and Interim Financial Report, concentrating on,
amongst other matters:
>
the quality and acceptability of accounting policies
and practices;
>
the clarity of the disclosures and compliance with financial
reporting standards and relevant financial and governance
reporting requirements;
>
material areas in which significant judgements have
been applied or there has been discussion with the
external auditor including the adoption of the other than
going concern status of the Company, including related
discussions and the viability statement;
>
whether the Annual Report and Financial Statements, taken
as a whole, is fair, balanced and understandable and provides
the information necessary for Shareholders to assess the
Company’s performance, business model and strategy; and
>
any correspondence from regulators in relation to
financial reporting.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
40
To aid its review, the Audit Committee considers reports from
the Administrators and Investment Manager and also reports from
the external auditor on the outcomes of their half-year review
and annual audit. The Audit Committee supports Ernst & Young
LLP in displaying the necessary professional scepticism their
role requires.
MEETINGS
During the year ended 31 December 2025, the Audit Committee
met formally four times and maintained ongoing liaison and
discussion between the external auditor and the Chair and
other members of the Audit Committee with regards to the audit
approach and the identified risks. Additional ad-hoc meetings or
informal discussions have been convened at other times during the
year as the Audit Committee determined appropriate. The Audit
Committee, chaired by John Roche, has met on 1 occasion since
the year-end through to the date of this report on 3 March 2026.
The matters discussed at that and the other meetings include:
>
review of the terms of reference of the audit committee for
approval by the Board;
>
review of the accounting policies and format of the
Financial Statements;
>
review and approval of the audit plan of the external auditor
including the scope of work for the interim review;
>
discussion and approval of the fees for the external audit and
the interim review;
>
detailed review of the quarterly and year end valuations of the
Company’s investment portfolio held by the Partnership and
recommendation for approval by the Board;
>
detailed review of the Annual Report and Financial Statements,
Interim Financial Report and the relevant quarterly portfolio
valuations, and recommendation for approval by the Board;
>
assessment of the independence of the external auditor;
>
assessment of the effectiveness of the external audit process
as described below;
>
review of the Company’s principal risks and internal controls
being relied upon;
>
consideration of going concern applicability and viability; and
>
application of any IFRS changes.
SIGNIFICANT AREAS OF JUDGEMENT CONSIDERED
BY THE AUDIT COMMITTEE
The Audit Committee has determined that a key risk of
misstatement of the Company’s Financial Statements relates to
the valuation of the investment in the Partnership at fair value
through profit or loss, in the context of the judgements necessary
to evaluate the individual fair values of the underlying investments
held through the Partnership.
The Directors have considered whether any discount or premium
should be applied to the net asset value of the Partnership, which
is based on the fair value of its underlying investments. In view of
the Company’s investment in the Partnership and the nature of
the Partnership’s assets, no adjustment to the net asset value of
the Partnership has been made, as this is deemed equivalent to
fair value.
The Audit Committee reviews, considers and, if thought
appropriate, recommends for the purposes of the Company’s
Financial Statements, valuations prepared by the Investment
Manager in respect of the investments held through the
Partnership. As outlined in Note 6 to the Financial Statements,
the total carrying value of the investment in the Partnership
at fair value through profit or loss at 31 December 2025 was
$121 million (31 December 2024: $373 million). Market quotations
are not available for this financial asset such that the value of the
Company’s investment is based on the fair value of the Company’s
limited partner capital account with the Partnership, which itself
is based on the fair value of the Partnership’s investments as
determined by the Investment Manager, along with the cash, fixed
deposits and other short term fixed interest securities held.
The valuation for each individual portfolio company investment
held by the Partnership is determined by reference to common
industry valuation techniques, which may include reliance on
listed public market prices, comparable public market valuations,
comparable merger and acquisition transaction valuations, and
discounted cash flow valuations, as detailed in the Investment
Manager’s Report and Note 5 to the Financial Statements.
The valuation process, methodology adopted and conclusions
were discussed with the Investment Manager and with the external
auditor at the regular Audit Committee meetings held throughout
2025 and 2026. The Chair of the Audit Committee was also actively
involved in discussions with the Investment Manager challenging
and reviewing the individual investment fair values proposed and
finally concluding on the fair values determined for investments as
at 31 December 2025.
41
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Report of the Audit Committee continued
During the audit planning and completion phases, members
of the Audit Committee also sat in on various of the valuation
meetings between the Investment Manager and external auditor.
During 2025, the Investment Manager continued to carry out on an
investment-by-investment basis, an inhouse quarterly valuation,
providing the overall summary and detailed valuation papers and
models to the Audit Committee and the Company at each quarter
end, including as at 31 December 2025. The Audit Committee has
therefore also been active in reviewing the quarter-on-quarter and
particularly the year end investment valuations throughout 2025.
The Audit Committee has reviewed the Investment
Manager’s Report.
The external auditor explained the results of their audit work
on individual investment valuations within the scope of the
year-end audit.
The Audit Committee considers, and if thought appropriate,
recommends that the Board adopts a basis other than going
concern for preparing the Company’s Financial Statements.
As outlined in the Report of the Directors on pages 20 to 25, the
Audit Committee has considered the risks that could impact the
Company’s liquidity and therefore its ability to meet its obligations
as they fall due over the next period from the date of approval
of the Financial Statements up until March 2027. The Audit
Committee and the Board are satisfied that the Company has the
ability to meet its obligations over the period to March 2027 and
also in respect of the longer two-year viability period.
The Audit Committee, based on the reasons set out in the
Report of the Directors, is satisfied, as of today’s date, due to the
Company having now entered into Managed Wind-Down, that it is
appropriate to adopt a basis other than going concern in preparing
these Financial Statements and has recommended this approach
is adopted by the Board.
The Audit Committee considers, and if thought appropriate,
recommends that the Board considers the Company’s viability
over a period of two years to 31 December 2027. The Audit
Committee has determined that the period of two years is now
deemed to be an appropriate timeframe and that there is a
reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over this
period of assessment, as further outlined in the Report of the
Directors on pages 20 to 25. Accordingly, the Audit Committee
has recommended the two year period of assessment for the
Company’s longer-term viability is adopted by the Board.
RISK MANAGEMENT
The Board is accountable for carrying out a robust assessment of
the principal risks facing the Company, including those threatening
its business model, future performance, solvency and liquidity.
On behalf of the Board, the Audit Committee reviews the
effectiveness of the Company’s risk management processes,
such processes being largely reliant on the effective functioning
of the key parties where the Company has outsourced functions,
particularly the outsourced functions provided by the Investment
Manager and the Administrators.
The Company’s risk assessment process and the way in which
significant business risks are managed is a key area of focus for
the Audit Committee.
The work of the Audit Committee was driven primarily by the
Company’s assessment of its principal risks and uncertainties
as set out in the Corporate Governance Report and the changes
to those principal risks that arose from the decision to enter
the Managed Wind-Down phase for the Company. The Audit
Committee receives reports from the Investment Manager and
Administrators on the Company’s risk evaluation process and
reviews changes to significant risks identified.
INTERNAL AUDIT
The Audit Committee considers at least once a year whether or not
there is a need for an internal audit function. Currently, the Audit
Committee does not consider there to be a need for an internal
audit function, given that there are no employees in the Company
and all outsourced functions are with parties who have their own
internal controls and procedures in place.
EXTERNAL AUDIT
Ernst & Young LLP has been the Company’s external auditor since
the Company’s incorporation. This is the thirteenth year of audit.
The external auditor is required to rotate the audit partner every
five years. The current Ernst & Young LLP lead audit partner,
Richard Le Tissier, started his tenure in 2023 and his current
rotation will end with the audit of the 2027 Annual Report and
Financial Statements. There are no contractual obligations
restricting the choice of external auditor and the Company will put
the audit services contract out to tender periodically. It continues
to be decided that the audit services contract will not be put out
to tender for the next reporting period due to mutual benefits
and efficiencies of Ernst & Young’s external audit contract for the
Company with the audits of other Riverstone private funds.
Under Companies Law, the reappointment of the external auditor
is subject to Shareholder approval at the Annual General Meeting.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
42
The Audit Committee assessed the qualifications, expertise and
resources, and independence of the external auditor as well
as the effectiveness of the audit process. This review covered
all aspects of the audit service provided by Ernst & Young LLP,
including obtaining a report on the audit firm’s own internal
quality control procedures and consideration of the audit firm’s
annual transparency reports. The Audit Committee also approved
the external audit terms of engagement and remuneration.
During 2025 and into 2026, the Audit Committee and/or the
Audit Committee Chair held formal and ad-hoc private meetings
with the external auditor. The Audit Committee Chair also
maintained regular contact with the audit partner throughout
the year. These meetings provide an opportunity for open
dialogue with the external auditor without management being
present. Matters discussed included the auditor’s assessment of
significant financial risks and the performance of management
in addressing these risks, the auditor’s opinion of management’s
role in fulfilling obligations for the maintenance of internal
controls, the transparency and responsiveness of interactions
with management, confirmation that no restrictions have been
placed on them by management, maintaining the independence
of the audit, and how they have exercised professional challenge
and scepticism in dealing with material judgemental areas.
The Audit Committee will continue to monitor the performance
of the external auditor on an annual basis and will consider their
independence and objectivity, taking account of appropriate
guidelines. In addition, the Audit Committee Chair will continue
to maintain regular contact with the lead audit partner outside the
formal Committee meeting schedule, not only to discuss formal
agenda items for upcoming meetings, but also to review any other
significant matters. Members of the Audit Committee also sat in
on the valuation meetings between the Investment Manager and
external auditor.
The Audit Committee reviews the scope and results of the audit,
its cost effectiveness and the independence and objectivity of the
external auditor, with particular regard to the level of non-audit
fees. The Audit Committee is also monitoring developments, in
this regard, with respect to the Crown Dependencies’ Audit Rules
and Guidance. Notwithstanding such services the Audit Committee
considers Ernst & Young LLP to be independent of the Company
and that the provision of such non-audit services is not a threat to
the objectivity and independence of the conduct of the audit.
To further safeguard the objectivity and independence of
the external auditor from becoming compromised, the Audit
Committee has a formal policy governing the engagement of the
external auditor to provide non-audit services. This precludes
Ernst & Young LLP from providing certain services such as
valuation work or the provision of accounting services and also
sets a presumption that Ernst & Young LLP should only be
engaged for non-audit services where Ernst & Young LLP are best
placed to provide the non-audit service for example, the interim
review. Note 14 details services provided by Ernst & Young LLP.
In addition to processes put in place to ensure segregation of audit
and non-audit roles, Ernst & Young LLP is required, as part of the
assurance process in relation to the audit, to confirm to the Audit
Committee that it has both the appropriate independence and
the objectivity to allow it to continue to serve the members of the
Company. This confirmation is received every six months and no
matters of concern were identified by the Audit Committee.
To fulfil its responsibility regarding the independence of the
external auditor, the Audit Committee considers:
>
discussions with or reports from the external auditor
describing its arrangements to identify, report and manage
any conflicts of interest; and
>
the extent of non-audit services provided by the
external auditor.
To assess the effectiveness of the external auditor, the
committee reviews:
>
the external auditor’s fulfilment of the agreed audit plan and
variations from it;
>
discussions or reports highlighting the major issues that
arose during the course of the audit; and
>
feedback from other service providers evaluating the
performance of the audit team.
The Audit Committee is satisfied with Ernst & Young LLP’s
effectiveness and independence as external auditor having
considered the degree of diligence and professional scepticism
demonstrated by them. Having carried out the review described
above and having satisfied itself that the external auditor remains
independent and effective, the Audit Committee has recommended
to the Board that Ernst & Young LLP be reappointed as external
auditor for the year ending 31 December 2026.
The Audit Committee has provided the Board with its
recommendation to the Shareholders on the re-appointment
of Ernst & Young LLP as external auditor for the year ending
31 December 2026. Accordingly, a resolution proposing the
reappointment of Ernst & Young LLP as our external auditor
will be put to Shareholders at the Annual General Meeting.
On behalf of the Audit Committee
John Roche
Chair of the Audit Committee
3 March 2026
43
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Independent Auditor’s Report to the Members
of Riverstone Energy Limited
OPINION
We have audited the financial statements of Riverstone Energy
Limited (the “Company”) for the year ended 31 December 2025
which comprise the Statement of Financial Position, the Statement
of Comprehensive Income, the Statement of Changes in Equity, the
Statement of Cash Flows and the related notes 1 to 17, including
material accounting policy information. The financial reporting
framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards as adopted by
the European Union (“IFRS”).
In our opinion, the financial statements:
>
give a true and fair view of the state of the Company’s affairs as
at 31 December 2025 and of its loss for the year then ended;
>
have been properly prepared in accordance with IFRS; and
>
have been properly prepared in accordance with the
requirements of The Companies (Guernsey) Law, 2008.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
EMPHASIS OF MATTER – FINANCIAL STATEMENTS
PREPARED ON A BASIS OTHER THAN GOING CONCERN
We draw attention to note 2 to the financial statements which
explains that the Directors have announced the Managed
Wind-Down of the Company, approved by the Shareholders on
22 August 2025, and therefore do not consider it to be appropriate
to adopt the going concern basis of accounting in preparing the
financial statements. Accordingly, the financial statements have
been prepared on a basis other than going concern as described
in note 2. Our opinion is not modified in respect of this matter.
INDEPENDENCE
We are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements, including the UK FRC’s Ethical Standard as applied
to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Company and we remain independent of
the Company in conducting the audit.
OVERVIEW OF OUR AUDIT APPROACH
Key audit
matters
>
Misstatement or manipulation of the valuation of the
Company’s investment in Riverstone Energy Investment
Partnership, L.P. (“the underlying Partnership”).
Materiality
>
Overall materiality of $2.4 million which represents
2% of equity.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit
scope for the Company. This enables us to form an opinion on
the financial statements. We take into account size, risk profile,
the organisation of the Company and effectiveness of controls,
changes in the business environment and the potential impact
of climate change when assessing the level of work to be
performed. All audit work was performed directly by the audit
engagement team.
The audit was led from Guernsey, and we engaged our Valuation,
Modelling and Economics (“VME”) industry valuation specialists
who assisted us in auditing the valuation of unquoted investments
held through the underlying Partnership.
CLIMATE CHANGE
The Company has explained climate related matters in the
Environmental, Social and Governance Policy on page 7 and in the
Principal Risks and Uncertainties on pages 37 to 39. All of these
disclosures form part of the “Other information,” rather than the
audited financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether they
are materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit or otherwise appear
to be materially misstated, in line with our responsibilities on
“Other information”. Our audit effort in considering climate change
was focused on the adequacy of the Company’s disclosures in the
Financial Statements as set out in note 3 and conclusion that there
was no further impact of climate change to be taken into account.
Based on our work we have not identified the impact of climate
change on the financial statements to be a key audit matter or to
impact a key audit matter.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit
of the financial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
44
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Misstatement or manipulation of
the valuation of the Company’s
investment in the underlying
Partnership ($121 million; 2024
$373 million)
Refer to the Audit Committee Report
(page 40); Accounting policies (page
54); and Note 5 of the Financial
Statements (pages 59 to 62).
The fair value of the Company’s
investment in the underlying
Partnership is based on the
Net Asset Value (“NAV”) of the
underlying Partnership which, in
turn, is based on the fair values
of its net assets including the
underlying investments held by the
underlying Partnership through the
investment structures. All of the
underlying investments are Level 3
investments as defined in the IFRS
hierarchy. Valuing such investments
requires significant judgement and
estimation as explained in Note 3 to
the Financial Statements and in the
Audit Committee Report on pages
40 to 43. It also requires significant
industry expertise.
The values of these unquoted
investments may be misstated due
to the application of inappropriate
methodologies, inputs to the
valuation, and/or inappropriate
judgmental factors.
There is also a risk that proper
adjustments are not made in the fair
value calculations for other matters.
Our audit procedures consisted of:
Updating and confirming our understanding of the Company’s processes and controls
surrounding investment valuation by performing our walkthrough procedures and
evaluating the implementation and design effectiveness of controls;
We agreed the value of the underlying Partnership to the NAV obtained from the
underlying Partnership’s independent administrator;
For the Level 3 portfolio company investments held through the underlying
Partnership our audit procedures consisted of:
>
Understanding the investments methodologies applied by the underlying
Partnership, including the use of industry specific measures, and policies for
valuing those investments;
>
Obtaining and inspecting the valuation papers and supporting valuation models to
assess whether the data used is appropriate and relevant, and discussing these
with the Investment Manager to evaluate whether the fair value of the investment
is consistent with the fair value requirements of IFRS;
>
Attending fair value discussions in relation to 31 December 2025 valuations with
specific focus on changes in macro factors and specific events at the underlying
investee company level. These discussions involved representatives from the
Investment Manager, the audit team and EY VME;
>
Vouching key inputs into the valuation models that do not require specialist
knowledge to the source data;
>
Where forecasted inputs were utilised, we performed a ‘look back’ comparison
to available actual results to determine the historical accuracy of such forecasts.
Where there are indicators of material variances, we performed follow-up
inquiries with the Investment Manager to ascertain whether or not these
differences are recurring in nature and whether adjustments to the use of the
forecasted figures in the current period’s valuations would be required; and
>
Testing the arithmetical accuracy of the Investment Manager’s calculations.
>
Where the fair value of the investment is based on an expected sale price, we
obtained the underlying agreement and assessed whether the key terms and
conditions specified within the agreement (i.e. the sale price, and related pricing
adjustments) were in line with the valuation calculation performed by the
Investment manager in calculating the concluded value.
For all underlying Level 3 investments valued on a public comparables basis, we
engaged EY VME teams to assess whether the reported value fell within a range of
reasonable outcomes, which included:
>
assessing whether the methodologies used to value investments were in
accordance with methods, particularly those specific to the industry, that could
reasonably be expected to mirror what other market participants would use;
>
utilising their knowledge to challenge the appropriateness of the Investment
Manager’s key inputs, and their related judgements comparing those against
their own market data including but not limited to, comparable companies’
multiples and recent relevant transaction data.
We agreed cash balances represented in the NAV of the underlying Partnership at
31 December 2025 to independent confirmations;
We assessed the reasonableness of other judgements and estimates made in the
NAV of the underlying Partnership investments; and
We assessed the adequacy of the additional disclosures of estimates and valuation
assumptions disclosed in the notes were made in accordance with IFRS 13 –
Fair Value.
We reported to the Audit
Committee that, overall,
the valuation of the
Company’s investment
in the underlying
Partnership was
materially correct, in
accordance with IFRS.
45
Riverstone Energy Limited – Annual Report and Financial Statements 2025
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides
a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Company to be $2.4 million
(2024: $7.5 million), which is 2% (2024: 2%) of equity. We believe
that equity provides us with the Company’s primary performance
measure for internal and external reporting.
During the course of our audit, we reassessed initial materiality
and elected to update materiality at the 31 December 2025
materiality as it, in our professional judgment, is appropriate
for the actual results for the financial year.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Company’s overall control environment, our
judgement was that performance materiality was 50% (2024:
75%) of our planning materiality, namely $1.2 million (2024:
$5.6 million). The reduction in the performance materiality
threshold is primarily due to assessing the likelihood of
misstatement to be higher than in the previous period as a
result of the underlying portfolio company investments at
31 December 2025 being entirely Level 3 assets
Reporting threshold
An amount below which identified misstatements are considered as
being clearly trivial.
We agreed with the Audit Committee that we would report to them
all uncorrected audit differences in excess of $0.1 million (2024:
$0.4 million), which is set at 5% of planning materiality, as well
as differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
OTHER INFORMATION
The other information comprises the information included in
the annual report set out on pages 1 to 43 and 76 to 83, other
than the financial statements and our auditor’s report thereon.
The Directors are responsible for the other information contained
within the annual report.
Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of the other
information, we are required to report that fact.
We have nothing to report in this regard.
MATTERS ON WHICH WE ARE REQUIRED
TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters in
relation to which The Companies (Guernsey) Law, 2008 requires
us to report to you if, in our opinion:
>
proper accounting records have not been kept by the
Company; or
>
the financial statements are not in agreement with the
Company’s accounting records and returns; or
>
we have not received all the information and explanations
we require for our audit.
Independent Auditor’s Report to the Members
of Riverstone Energy Limited continued
Riverstone Energy Limited – Annual Report and Financial Statements 2025
46
CORPORATE GOVERNANCE STATEMENT
We have reviewed the Directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code specified for
our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
>
Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on pages 24 to 25;
>
Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the
period is appropriate set out on pages 24 to 25;
>
Director’s statement on whether it has a reasonable
expectation that the company will be able to continue in
operation and meets its liabilities set out on pages 24 to 25;
>
Directors’ statement on fair, balanced and understandable set
out on page 27;
>
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on pages 37 to 39;
>
The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 34; and
>
The section describing the work of the audit committee set out
on pages 40 to 43.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities
statement set out on page 26, the Directors are responsible for
the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT
OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with governance
of the Company and Investment Manager.
>
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and
determined that the most significant are:
− Financial Conduct Authority (“FCA”) Listing Rules;
− Disclosure Guidance and Transparency Rules (“DTR”);
− The 2024 UK Corporate Governance Code;
− The 2024 AIC Code of Corporate Governance;
− The Companies (Guernsey) Law, 2008, as amended; and
− The Protection of Investors (Bailiwick of Guernsey) Law,
2020 (including Registered Collective Investment Schemes
(Rules and Guidance, 2021).
47
Riverstone Energy Limited – Annual Report and Financial Statements 2025
>
We understood how the Company is complying with those
frameworks by:
− Making enquiries of the Investment Manager and those
charged with governance regarding their knowledge of any
non-compliance or potential non-compliance with laws
and regulations that could affect the financial statements;
− Discussing the processes and procedures used
by the Directors, the Investment Manager, the
Company Secretary and Administrator to identify and
respond to fraud risks ensuring compliance with the
relevant frameworks;
− Understanding the Company’s methods of enforcing
and monitoring non-compliance with such policies and
reviewing internal reports that evidenced quarterly
compliance testing; and
− Inspecting any correspondence with regulators.
>
We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by:
− obtaining an understanding of entity-level controls and
the control environment;
− obtaining the Company’s assessment of fraud risks
including an understanding of the nature, extent and
frequency of such assessment documented in the
Board’s risk register;
− making inquiries with those charged with governance
as to how they exercise oversight of processes, including
those of service providers for identifying and responding to
fraud risks and the controls established by management to
mitigate specifically those risks the entity has identified, or
that otherwise help to prevent, deter and detect fraud; and
− making inquiries of the Investment Manager and those
charged with governance regarding how they identify
related parties including circumstances related to the
existence of a related party with dominant influence.
>
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved:
− Through discussion, gaining an understanding of how
those charged with governance, the Investment Manager,
the Company Secretary and Administrator identify
instances of non-compliance by the Company with relevant
laws and regulations;
− Inspecting the relevant policies, processes and procedures
to further our understanding;
− Holding discussions with the Company’s nominated
Compliance Officer;
− Reviewing internal compliance reporting, Board and Audit
Committee minutes;
− Inspecting correspondence with regulators;
− Undertaking the audit procedures set out in the Key Audit
Matter section above and reading the financial statements
to check that the disclosures are consistent with the
relevant regulatory requirement, and
− Obtaining relevant written representations from the Board
of Directors.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
OTHER MATTERS WE ARE REQUIRED TO ADDRESS
>
Following the recommendation from the audit committee,
we were appointed by the Company to audit the financial
statements for the year ending 31 December 2013 and
subsequent financial periods. We signed an engagement
letter on 28 January 2014.
>
The period of total uninterrupted engagement including
previous renewals and reappointments is thirteen
years, covering the years ending 31 December 2013 to
31 December 2025.
>
The audit opinion is consistent with the additional report
to the audit committee.
USE OF OUR REPORT
This report is made solely to the Company’s members, as a body,
in accordance with Section 262 of The Companies (Guernsey)
Law, 2008. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
/s/Richard Geoffrey Le Tissier
Richard Geoffrey Le Tissier
For and on behalf of Ernst & Young LLP
Guernsey
3 March 2026
Independent Auditor’s Report to the Members
of Riverstone Energy Limited continued
Riverstone Energy Limited – Annual Report and Financial Statements 2025
48
Report of Independent Auditors to the Directors
of Riverstone Energy Limited
OPINION
We have audited the Financial Statements of Riverstone Energy
Limited (the ”Company”), which comprise the Statement of
Financial Position as of 31 December 2025 and 2024, and the
related Statements of Comprehensive Income, the Statements
of Changes in Equity, the Statements of Cash Flows for the years
then ended, and the related notes (collectively referred to as the
“Financial Statements”).
In our opinion, the accompanying Financial Statements present
fairly, in all material respects, the financial position of the
Company at 31 December 2025 and 2024, and the results of
its operations and its cash flows for the years then ended in
accordance with International Financial Reporting Standards
as adopted by the European Union (“IFRS”).
BASIS FOR OPINION
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America (GAAS).
Our responsibilities under those standards are further described
in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are required to be independent
of the Company and to meet our other ethical responsibilities in
accordance with the relevant ethical requirements relating to
our audit. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
EMPHASIS OF MATTER – FINANCIAL STATEMENTS
PREPARED ON A BASIS OTHER THAN GOING CONCERN
We draw attention to note 2 to the financial statements which explains
that at the EGM of 22 August 2025, the shareholders approved the
Company entering a Managed Wind-Down and voted in favour of a
change in the Company’s investment objective and policy to move to an
orderly realization of the Company’s assets. Accordingly, the financial
statements have been prepared on a basis other than going concern.
The US GAAP amounts included in note 15 to the financial statements
have been prepared on a liquidation basis of accounting. Our opinion is
not modified with respect to this matter.
RESPONSIBILITIES OF MANAGEMENT
FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation
of the Financial Statements in accordance with IFRS, and for the
design, implementation, and maintenance of internal control relevant
to the preparation and fair presentation of Financial Statements that
are free of material misstatement, whether due to fraud or error.
In preparing the Financial Statements, management is required to
evaluate whether there are conditions or events, considered in the
aggregate, that raise substantial doubt about the Company’s ability
to continue as a going concern for one year after the date that the
financial statements are available to be issued.
Auditor’s Responsibilities for the
Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about
whether the Financial Statements as a whole are free of material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not
absolute assurance and therefore is not a guarantee that an audit
conducted in accordance with GAAS will always detect a material
misstatement when it exists.
The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control. Misstatements are considered material if
there is a substantial likelihood that, individually or in the aggregate,
they would influence the judgment made by a reasonable user based
on the Financial Statements.
In performing an audit in accordance with GAAS, we:
>
Exercise professional judgment and maintain professional
scepticism throughout the audit.
>
Identify and assess the risks of material misstatement of
the Financial Statements, whether due to fraud or error, and
design and perform audit procedures responsive to those
risks. Such procedures include examining, on a test basis,
evidence regarding the amounts and disclosures in the
Financial Statements.
>
Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal
control. Accordingly, no such opinion is expressed. Evaluate
the appropriateness of accounting policies used and the
reasonableness of significant accounting estimates made by
management, as well as evaluate the overall presentation of
the Financial Statements.
>
Conclude whether, in our judgment, there are conditions or
events, considered in the aggregate, that raise substantial
doubt about the Company’s ability to continue as a going
concern for a reasonable period of time.
We are required to communicate with those charged with
governance regarding, among other matters, the planned scope
and timing of the audit, significant audit findings, and certain
internal control-related matters that we identified during the audit.
Other Information
Management is responsible for the other information. The other
information comprises the information included in the Annual
Report on pages 1 to 43 and 76 to 83, but does not include the
Financial Statements and our auditor’s report thereon. Our opinion
on the Financial Statements does not cover the other information,
and we do not express an opinion or any form of assurance thereon.
In connection with our audit of the Financial Statements, our
responsibility is to read the other information and consider whether
a material inconsistency exists between the other information
and the Financial Statements, or the other information otherwise
appears to be materially misstated. If, based on the work performed,
we conclude that an uncorrected material misstatement of the other
information exists, we are required to describe it in our report.
/s/ Ernst & Young LLP
Ernst & Young LLP
Guernsey, Channel Islands
3 March 2026
49
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Statement of Financial Position
As at 31 December 2025
Note
31 December
2025
$’000
31 December
2024
$’000
Assets
Non-current assets
Investment at fair value through profit or loss 6 120,870 372,564
Total non-current assets 120,870 372,564
Current assets
Trade and other receivables 435 2,447
Cash and cash equivalents 7 1,923 1,459
Total current assets 2,358 3,906
Total assets 123,228 376,470
Current liabilities
Trade and other payables 8 5,333 626
Total current liabilities 5,333 626
Total liabilities 5,333 626
Net assets 117,895 375,844
Equity
Share capital 9 563,177 820,665
Retained deficit (445,282) (444,821)
Total equity 117,895 375,844
Number of Shares in issue at year end 9 7,334,416 25,342,691
Net Asset Value per Share ($) 13 16.07 14.83
The Financial Statements of the Company on pages 50 to 75 were approved and authorised for issue by the Board of Directors on 3 March
2026 and signed on its behalf by:
By order of the Board
Richard Horlick John Roche
Chair of the Board Director
The accompanying notes on pages 54 to 75 form an integral part of the Company’s Financial Statements.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
50
Statement of Comprehensive Income
For the year ended 31 December 2025
Note
1 January
2025 to
31 December
2025
$’000
1 January
2024 to
31 December
2024
$’000
Investment profit
Change in fair value of investment at fair value through profit or loss 6 29,327 (75,778)
Expenses
Directors’ fees and expenses 10 (593) (706)
Legal and professional fees (944) (415)
Other operating expenses (3,030) (2,862)
Adjustment payments 10 (24,892) –
Liquidation costs (652) –
Total expenses (30,111) (3,983)
Operating loss for the financial year (784) (79,761)
Foreign exchange gain 276 92
Interest income 47 –
Total finance income 323 92
Loss for the year (461) (79,669)
Total comprehensive loss for the year (461) (79,669)
Basic and Diluted Loss per Share (cents) 13 (2.17) (264.36)
The accompanying notes on pages 54 to 75 form an integral part of the Company’s Financial Statements.
51
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Statement of Changes in Equity
For the year ended 31 December 2025
Note
Share
capital
$’000
Retained
deficit
$’000
Total
equity
$’000
As at 1 January 2025 820,665 (444,821) 375,844
Loss for the financial year – (461) (461)
Total comprehensive loss for the year – (461) (461)
Mandatory Redemption/Buyback and cancellation of shares 9 (257,488) – (257,488)
As at 31 December 2025 563,177 (445,282) 117,895
Note
Share
capital
$’000
Retained
deficit
$’000
Total
equity
$’000
As at 1 January 2024 1,038,721 (365,152) 673,569
Loss for the financial year – (79,669) (79,669)
Total comprehensive loss for the year – (79,669) (79,669)
Tender offer/Buyback and cancellation of shares 9 (218,056) – (218,056)
As at 31 December 2024 820,665 (444,821) 375,844
The accompanying notes on pages 54 to 75 form an integral part of the Company’s Financial Statements.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
52
Statement of Cash Flows
For the year ended 31 December 2025
Note
1 January
2025 to
31 December
2025
$’000
1 January
2024 to
31 December
2024
$’000
Cash flow used in operating activities
Loss for the financial year (461) (79,669)
Adjustments for:
(Increase)/Decrease in fair value of investment at fair value through profit or loss 6 (29,327) 75,778
Foreign exchange gain (276) (92)
Decrease/(Increase) in trade and other receivables 2,012 (171)
Increase in trade and other payables 8 4,707 114
Net cash used in operating activities (23,345) (4,040)
Cash flow generated from investing activities
Distribution from the Partnership 6 281,021 217,682
Net cash generated from investing activities 281,021 217,682
Cash flow used in financing activities
Buyback of shares, compulsory redemption and tender offer 9 (257,488) (218,056)
Net cash used in financing activities (257,488) (218,056)
Net movement in cash and cash equivalents during the year 188 (4,414)
Cash and cash equivalents at the beginning of the year 1,459 5,781
Effect of foreign exchange rate changes 276 92
Cash and cash equivalents at the end of the year 1,923 1,459
The accompanying notes on pages 54 to 75 form an integral part of the Company’s Financial Statements.
53
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements
For the year ended 31December 2025
1. GENERAL INFORMATION
Riverstone Energy Limited (“the Company”) is a company limited by shares, which was incorporated on 23 May 2013 in
Guernsey with an unlimited life and registered with the GFSC as a Registered Closed-ended Collective Investment Scheme
pursuant to the POI Law. The Company’s Ordinary Shares were admitted to the UK Listing Authority’s Official List and to
trading on the London Stock Exchange as part of its IPO which completed on 29 October 2013. The registered office of the
Company is PO Box 286, Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY.
The Company makes its investments through the Partnership, a Cayman Islands registered exempted limited partnership,
in which the Company is the sole limited partner. The principal place of business of the Partnership is the Cayman Islands.
Both the Company and the Partnership are subject to the 2025 revised Investment Management Agreement with the
Investment Manager, a partnership registered and regulated in the Cayman Islands.
The Partnership had the right to invest alongside the Private Riverstone Funds in all Qualifying Investments in which
the Private Riverstone Funds participate. These Private Riverstone Funds are managed and advised by affiliates of the
Investment Manager. Further detail of these investments, where relevant, is provided in the Investment Manager’s Report.
2. ACCOUNTING POLICIES
Basis of preparation
The Financial Statements for the year ended 31 December 2025 have been prepared in accordance with IFRS and with the
Companies (Guernsey) Law, 2008, (as amended) (the “Companies Law”).
The Financial Statements have been prepared on a basis other than going concern as the Company has entered a Shareholder
approved Managed Wind-Down process, see basis other than going concern below. As a result of the change in basis of
preparation and considering the costs of the Wind-Down process an accrual for liquidation expenses of $0.7 million has been
recorded in trade and other payables. The Directors consider the carrying values to be a reasonable approximation of their
net realisable values. No other material adjustments to accounting policies or the valuation basis have arisen as a result of
ceasing to apply the going concern basis.
The Company’s 2024 Financial Statements were prepared in accordance with IFRS and Companies Law. The comparative
amounts to the Financial Statements have not been restated.
Basis other than going concern
As of the date of the report, the Directors are required to consider whether they have a reasonable expectation that the
Company has adequate resources to continue in operational existence for the foreseeable future.
Following the EGM held on 22 August 2025 at which Shareholders unanimously voted in favour of a change in the Company’s
investment objective and policy to move to an orderly realisation of the Company’s assets and a Managed Wind-Down
process, the Company’s investment objective is now to “realise all existing investments in the Company’s portfolio in an
orderly manner and make timely returns of cash to Shareholders.
The Company will continue to carry on its investment business during the Managed Wind-Down and with the expectation
of realising the Company’s assets and returning of capital to its Shareholders. Whilst the Directors are satisfied that the
Company has adequate resources to continue in operation throughout the Managed Wind-Down period and will be able to
meet all of its liabilities as they fall due, given the Company is Managed Wind-Down the Directors consider it appropriate to
adopt a basis other than going concern in preparing the financial statements.
The Directors and the Investment Manager have made the appropriate provisions in order to bring about an orderly
Wind-Down of the Company and its operations. Additional liquidation and wind up expenses for underlying entities in the
relevant group structure have been booked at those levels and lead to a reduction in the carrying value of the Company’s
investment in the Partnership.
The Company in its best efforts, intends to realise and return to Shareholders proceeds in respect to its remaining private
investment portfolio no later than 31 December 2027.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
54
Foreign currencies
The functional currency of the Company is U.S. Dollars reflecting the primary economic environment in which the
Company operates.
The Company has chosen U.S. Dollars as its presentation currency for financial reporting purposes.
Transactions during the year, including purchases and sales of investments, income and expenses are translated into
U.S. Dollars at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in
currencies other than U.S. Dollars are retranslated at the functional currency rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a currency other than U.S. Dollars are translated using
the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a currency other
than U.S. Dollars are translated using the exchange rates at the date when the fair value was determined. Foreign currency
transaction gains and losses on financial instruments classified as at fair value through profit or loss are included in profit or
loss in the Statement of Comprehensive Income as part of the “Change in fair value of investments at fair value through profit
or loss”. Exchange differences on cash and cash equivalents are included in profit or loss in the Statement of Comprehensive
Income as “Foreign exchange gain/(loss)”.
Financial instruments
In accordance with IFRS 9, financial assets and financial liabilities are recognised in the Company’s Statement of Financial
Position when the Company becomes a party to the contractual provisions of the instrument.
Financial assets
At initial recognition, financial assets are classified based on the Company’s business model for managing the financial
assets and the contractual cash flow characteristics of the financial asset. The Company initially measures a financial asset
at its fair value.
a) Investment at fair value through profit or loss
i. Classification
Financial assets classified at FVTPL are those that do not meet the contractual cash flow test and are managed
with their performance evaluated on a fair value basis in accordance with the Company’s investment strategy.
The Company includes in this category its only investment, being the Partnership.
ii. Measurement
Investments made by the Company in the Partnership are measured initially and subsequently at fair value,
with changes in fair value taken to the Statement of Comprehensive Income. These fair value movements are
predominantly driven by the fair value movements in the Partnership’s underlying investments.
The Company has determined that the fair value of its investment in the Partnership is $121 million
(31 December 2024: $373 million), such valuation being calculated in accordance with applicable IFRS
accounting standards and IPEV Valuation Guidelines. No adjustment to the net asset value of the Partnership
has been made, as this is deemed equivalent to fair value.
b) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand and demand deposit. Cash equivalents are held to meet short
term cash commitments and comprise other short-term highly liquid investments with an original maturity of three
months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of
changes in value.
c) Trade and other receivables
Trade receivables are classified as financial assets at amortised cost. They are measured at amortised cost less
impairment assessed using the simplified approach of the expected credit loss model based on experience of
previous losses and expectations of future losses.
55
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
2. ACCOUNTING POLICIES continued
Trade and other payables
Trade payables are classified as financial liabilities at amortised cost.
Equity
The Company’s Ordinary Shares are classified as equity and upon issuance, the fair value of the consideration received is
included in equity, net of share issue costs.
Repurchase of Ordinary Shares for cancellation
The cost of repurchasing Ordinary Shares, including any related stamp duty and transaction costs, is charged to
‘Share Capital’ and dealt with in the Statement of Changes in Equity. Share repurchase and cancellation transactions
are accounted for on a trade date basis.
Expenses
Expenses include legal, accounting, auditing and other operating expenses. They are recognised on an accruals basis in the
Statement of Comprehensive Income in the period in which they are incurred.
Provisions and Contingent Liabilities
In line with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, we recognise provisions when the Company
has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be
required to settle the obligation and the amount can be reliably estimated.
Where this criterion is not met, we disclose a contingent liability if the Company has a possible obligation, or has a present
obligation with an outflow that is not probable or which cannot be reliably estimated. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the liability.
Assessment as an Investment entity
Although the Company only has one direct investment, it has indirect exposure to more than one investment held through
the underlying Partnership. The Directors are of the opinion that the Company meets the essential criteria and typical
characteristics of an Investment Entity as defined in IFRS 10.
Amended standards and interpretations
Accounting standards and interpretations have been published and will be mandatory for the Company’s accounting
periods beginning on or after 1 January 2025 or later periods. The following is the new or amended accounting standard
or interpretation applicable to the current accounting period of the Company:
>
Classification of Liabilities as Current or Non-current –Amendments to IAS 1 (applicable for annual periods beginning
on or after 1 January 2025).
The impact of the amendment was not material to the reported results and financial position of the Company.
Certain amendments to accounting standards have been published that are not mandatory for 31 December 2025 reporting
periods and have not been early adopted by the Company:
>
IFRS 18 – Presentation and Disclosure in Financial Statements (replacing IAS 1 – Presentation of Financial Statements)
(effective for annual periods beginning on or after 1 January 2027).
Riverstone Energy Limited – Annual Report and Financial Statements 2025
56
3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of Financial Statements requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
Judgements
In addition to the judgements applied in concluding a basis of preparation other than going concern described above, in the
process of applying the Company’s accounting policies, management has made the following critical judgements, which have
the most significant effect on the amounts recognised in the Financial Statements:
Assessment of control over the Partnership
The Company makes its investments through the Partnership in which it is the sole limited partner.
The Board has assessed whether the Company has all the elements of control as prescribed by IFRS 10 in relation to the
Company’s investment in the Partnership and has concluded that although the Company is the sole limited partner, it has
some influence but does not control the Partnership and therefore accounts for the Partnership at fair value.
Assessment of the Partnership as a structured entity
The Company considers the Partnership to be a structured entity under IFRS 12. Transfer of funds by the Partnership to
the Company is determined by the General Partner (see Note 10). The risks associated with the Company’s investment in the
Partnership are disclosed in Note 11. The summarised financial information for the Company’s investment in the Partnership
is disclosed in Note 6.
Estimates and assumptions
Fair valuation of investment in the Partnership
The area involving a high degree of judgement or complexity and where assumptions and estimates are significant to the
Financial Statements has been identified as the risk of misstatement of the valuation of the investment in the Partnership.
Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods
affected. The Board’s determination that no discount or premium should be applied to the net asset value of the Partnership
involves a degree of judgement due to the nature of the Partnership’s investments and other assets and liabilities and the
valuation techniques and procedures adopted by the Partnership.
A summary of the more relevant aspects of IPEV to the valuation of the Partnership’s underlying valuations are set out below:
Marketable (Listed) Securities – where an active market exists for the security, the value is stated at the bid price on the last
trading day in the period. Marketability discounts are not generally applied unless there is some contractual, governmental
or other legally enforceable restriction preventing realisation at the reporting date.
Unlisted Investments – are carried at such fair value as the Investment Manager considers appropriate, and as approved or
adjusted by the Board, taking into account the performance of each investee company and the exercise of ratchets, options
or other incentive schemes. Methodologies used in arriving at the fair value include prices of recent investment, earnings
multiples, net assets, discounted cash flows analysis and industry valuation benchmarks. Valuations may be derived by
reference to observable valuation measures for comparable companies or transactions (examples include discount rates,
forward oil prices, production multiples, volatility of comparable public traded prices, and multiplying a key performance
metric of the investee company such as estimated, unobservable EBITDA by a relevant valuation multiple observed in
the range of comparable companies or transactions), adjusted for differences between the investment and the
referenced comparable.
The resulting accounting estimates will, by definition, seldom equal the related actual results.
57
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS continued
Climate change
In preparing the Financial Statements, the Directors have considered the impact of climate change.
In preparing the Financial Statements, the Directors have considered the shorter term cash flow impacts of
climate change on a number of key estimates included within the Financial Statements due to the Company having
entered Managed Wind-Down.
In line with IFRS the Partnership’s investments are valued at fair value. In determining the value of Partnership’s Level 3
investments consideration is made as to whether there are any specific climate risks which could directly impact the value
of such investments, including the estimates of future cash flows and future profitability. In the current and previous period
there is no material impact to the value of the Partnership’s Level 3 investments.
Having assessed the impact of Climate Change on the Company, the Directors concluded this is not expected to have a
significant impact on the going concern and viability assessments.
4. TAXATION
The Company has made an election to, and currently expects to conduct its activities so as to be treated as a partnership for
U.S. federal income tax purposes. Therefore, the Company expects that it generally will not be liable for U.S. federal income
taxes. In the normal course of business, the Company may form wholly owned subsidiaries, to be treated as C Corporations
for U.S. tax purposes. The C Corporations serve to protect the Company’s public investors from incurring U.S. ECI.
The C Corporations file U.S. corporate tax returns with the U.S. IRS and pay U.S. corporate taxes on its income. Each of the
Company’s Shareholders who are liable for U.S. taxes will take into account their respective share of the Company’s items
of income, gain, loss and deduction in computing its U.S. federal income tax liability as if such Shareholder had earned such
income directly, even if no cash distributions are made to the Shareholder.
The Company is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey)
Ordinance, 2008 and is charged an annual exemption fee of £1,600.
The Cayman Islands at present impose no taxes on profit, income, capital gains or appreciations in value of the Partnership.
There are also currently no taxes imposed in the Cayman Islands by withholding or otherwise on the Company as a limited
partner of the Partnership on profit, income, capital gains or appreciations in respect of its partnership interest nor any taxes
on the Company as a limited partner of the Partnership in the nature of estate duty, inheritance or capital transfer tax.
Local taxes may apply at the jurisdictional level on profits arising in operating entity investments. Further taxes may apply
on distributions from such operating entity investments. The company is structured, and has structured its investments,
to eliminate the incurrence of ECI by the Company’s investors. Based upon the current commitments and investments held
through REL US Corp., the future U.S. tax liability on profits is expected to be in the range of 21 to 27.5 per cent. (31 December
2024: 21 to 27.5 per cent.). Additionally, depending on REL US Corp’s current and accumulated earnings and profit, the future
U.S. tax liability on distributions from REL US Corp is expected to be between 0 per cent. and 30 per cent. respectively,
for those distributions determined to be return of capital and dividend income. Any applicable taxes are captured in the
Company’s NAV through the fair value movements in the underlying investments held by the Partnership and its related
Investment Undertakings.
The Organization for Economic Co-operation and Development (“OECD”) introduced a 15 per cent. global minimum tax
under the Pillar Two Global Anti-Base Erosion (“Pillar Two”) model rules. Several OECD member countries have enacted
tax legislation based on certain elements of these rules that became effective on January 1, 2024. Other jurisdictions have
announced the intent to implement these rules, but the rules remain subject to significant negotiation, potential change,
and phase-in periods.
The Board and Investment Manager have concluded that the Company falls outside the scope of the Pillar Two rules, but
will continue to monitor potential future applicability and changes to these rules.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
58
5. FAIR VALUE
IFRS 13 ‘Fair Value Measurement’ requires disclosure of fair value measurement by level. The level in the fair value hierarchy
within which the financial assets or financial liabilities are categorised is determined on the basis of the lowest level input
that is significant to the fair value measurement, adjusted if necessary.
Financial assets and financial liabilities are classified in their entirety into only one of the three levels:
>
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
>
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either
directly (i.e. as prices) or indirectly (i.e. derived from prices);
>
Level 3 – inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The Company’s only financial instrument carried at fair value is its investment in the Partnership which has been classified
within Level 3 as it is derived using unobservable inputs. Amounts classified under Level 3 for the year ended 31 December
2025 were $121 million (31 December 2024: $373 million ).
The fair value of all other financial instruments approximates to their carrying value.
Transfers during the period
There have been no transfers between levels during the year ended 31 December 2025 (31 December 2024: $nil).
Any transfers between the levels will be accounted for on the last day of each financial period. Due to the nature of
the investment in the Partnership, it is always expected to be classified under Level 3.
Valuation methodology and process
The Directors base the fair value of the investment in the Partnership on the value of the limited partnership capital
account received from the General Partner, which is determined on the basis of the fair value of the Partnership’s assets
and liabilities, adjusted if necessary, to reflect liquidity and other specific factors of the Partnership. This is based on
the components within the Partnership, principally the value of the Partnership’s investments in addition to cash, cash
equivalents and short-term money market and other fixed income securities held. Any fluctuation in the value of the
Partnership’s investments in addition to cash, cash equivalents and short-term money market and other fixed income
securities held will directly impact on the value of the Company’s investment in the Partnership.
The Partnership’s investments are valued using the techniques described in the Company’s valuation policy. The Investment
Manager’s assessment of fair value of investments held by the Partnership, through Investment Undertakings, is determined
in accordance with IPEV Valuation Guidelines. When valuing the Partnership’s investments, the Investment Manager reviews
information provided by the underlying investee companies and other business partners and applies IPEV methodologies,
to estimate a fair value as at the date of the Statement of Financial Position, subject to Board approval. It is the opinion of
the Directors, that the IPEV valuation methodology used in deriving a fair value is generally not different from the fair value
requirements of IFRS 13. In the event that there is a difference, the requirements of IFRS 13 override the IPEV requirements.
The Investment Manager values the investments on a quarterly basis using common industry valuation techniques, including
comparable public market valuations, comparable merger and acquisition transaction valuations and discounted cash
flow valuations. For early-stage private investments, Riverstone’s investment due diligence process includes assumptions
about short-term financial results in determining the appropriate purchase price for the investment. The techniques used
in determining the fair value of the Company’s investments through the Partnership are selected on an investment-by-
investment basis so as to maximise the use of market based observable inputs.
The Company’s valuation policy is compliant with both IFRS and IPEV Valuation Guidelines and is applied consistently from
period to period. As the Company’s investments held in its structure are generally not publicly quoted, valuations require
meaningful judgement to establish a range of values, and the ultimate value at which an investment is realised may differ
from its most recent valuation and the difference may be significant.
For the year ended 31 December 2025, the valuations of the Company’s investments, through the Partnership, are detailed
in the Investment Manager’s Report.
59
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
5. FAIR VALUE continued
Qualitative Information for Level 3 Fair Value Measurements as at 31 December 2025
Industry: Energy
Unobservable
input(s)
Weighted
Average
(1)
Sensitivity of the input to fair value
of Level 3 investments
(2)
Fair value
of Level 3
Investments
affected by
unobservable
input
(3)
(in thousands)
Fair value
of Level
3 Investments
(in thousands)
Valuation
technique(s)
Range
Low
(1)
High
(1)
$56,610 Public
comparables
2025E EV
/ EBITDA
multiple
10.0x 30.0x 28.4x 25 per cent. change in the input would
result in 3 per cent. change in the total
fair value of Level 3 investments
23,156
2025E EV
/ Revenue
Multiple
5.0x 10.0x 9.6x 25 per cent. change in the input would
result in 2 per cent. change in the total
fair value of Level 3 investments
23,156
2026E EV
/ Revenue
Multiple
1.0x 13.2x 10.9x Negative 30 per cent. change in the input
would result in 3 per cent. decrease in
the total fair value of Level 3 investment,
while a positive 30 per cent. change
in the input would result in a 1 per
cent. increase in the total fair value of
Level 3 investments
32,855
$49,395 Other
(5)
$106,005 Total
Riverstone Energy Limited – Annual Report and Financial Statements 2025
60
Qualitative Information for Level 3 Fair Value Measurements as at 31 December 2024
Industry: Energy
Unobservable
input(s)
Weighted
Average
(1)
Sensitivity of the input to fair value
of Level 3 investments
(2)
Fair value
of Level 3
Investments
affected by
unobservable
input
(3)
(in thousands)
Fair value
of Level
3 Investments
(in thousands)
Valuation
technique(s)
Range
Low
(1)
High
(1)
$49,531 Public
comparables
2024E EV
/ EBITDA
Multiple
19.0x 49.0x 47.0x 25 per cent. weighted average change
in the input would result in 2 per cent.
change in the total fair value of Level
3 investments
23,156
2024E EV
/ Revenue
Multiple
(5)
6.0x 12.0x 11.6x 25 per cent. weighted average change
in the input would result in 1 per cent.
change in the total fair value of Level
3 investments
23,156
2025E EV
/ EBITDA
Multiple
11.0x 31.0x 29.6x 25 per cent. weighted average change
in the input would result in 2 per cent.
change in the total fair value of Level
3 investments
23,156
2025 EV /
Revenue
Multiple
1.5x 9.6x 7.1x 20 per cent. weighted average change
in the input would result in 2 per cent.
change in the total fair value of Level
3 investments
49,5 31
2026E EV
/ Revenue
Multiple
1.3x 5.7x 4.1x 20 per cent. weighted average change
in the input would result in 2 per cent.
change in the total fair value of Level
3 investments
26,375
2027E EV
/ EBITDA
Multiple
(4)
2.0x 4.0x 3.0x 15 per cent. weighted average change
in the input would result in 1 per cent.
change in the total fair value of Level
3 investments
23,375
$46,576 Other
(5)
$96,106 Total
(1)
Calculated based on fair values of the Partnership’s Level 3 investments.
(2)
Based on its professional experience and recent market conditions, the Investment Manager has provided the Board with these weighted average change in the
inputs with a forecasted time period of 6 to 12 months.
(3)
Some of the Partnership’s Level 3 investments are valued using one or more of the techniques which utilise one or more of the unobservable inputs, so the
amounts in the “Fair value of Level 3 investments” column will not aggregate to the total fair value of the Partnership’s Level 3 investments as they have not
been adjusted to reflect the specific weighting applied to each method at the year end.
(4)
As at 31 December 2025, the sensitivity of this unobservable input to the total fair value of Level 3 investments was determined to be insignificant by applying the
same methodology that determined it to be significant as at 31 December 2024.
(5)
Other’ include certain investments that are not subject to a sensitivity analysis because they are insensitive to the changes in inputs set out above as at
31 December 2025 and 31 December 2024, respectively.
61
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
5. FAIR VALUE continued
The Board reviews and considers the fair value of each of the Partnership’s investments arrived at by the Investment
Manager before incorporating such values into the fair value of the Partnership. The variety of valuation bases adopted,
quality of management information provided by the underlying investee companies and the lack of liquid markets for a
number of these investments mean that there are inherent difficulties in determining the fair value of these investments
and such difficulties cannot be eliminated. Therefore, the amounts realised on the sale of certain of these investments
may differ from the fair values reflected in these Financial Statements and incorporated into the fair value of the Company’s
investment in the Partnership and the differences may be significant.
The Board approves the valuations performed by the Investment Manager and monitors the range of reasonably possible
changes in significant observable inputs on a regular basis with consultation from the Investment Manager. Using its
extensive industry experience, the Investment Manager provides the Board with its determination of the reasonably
possible changes in significant unobservable inputs in normal market conditions as of the year end.
The Directors have considered whether a discount or premium should be applied to the net asset value of the Partnership
and have concluded that as the Partnership’s underlying assets are measured at fair value, no adjustment to the net asset
value of the Partnership has been deemed to be necessary (see Note 3).
6. INVESTMENT AT FAIR VALUE THROUGH PROFIT OR LOSS
The movement in fair value is derived from the fair value movements in the underlying investments held by the Partnership,
net of income and expenses of the Partnership and its related Investment Undertakings, including any applicable taxes.
The table below reconciles the Company’s Level 3 assets during the year.
31 December
2025
$’000
31 December
2024
$’000
Cost
Brought forward 769,332 987,014
Distribution from the Partnership (281,021) (217,682)
Carried forward 488,311 769,332
Fair value movement through profit or loss
Brought forward (396,768) (320,990)
Fair value movement during the year – see Summary Income Statement below 29,327 (75,778)
Carried forward (367,4 41) (396,768)
Fair value at year end 120,870 372,564
Summary financial information for the Partnership’s investments and its related Investment Undertakings
Summary Balance Sheet
31 December
2025
$’000
31 December
2024
$’000
Investments at fair value 106,452 311,611
Cash and cash equivalents
(1)
14,786 62,604
Management fee payable – see Note 10 (252) (1,041)
Other net assets (116) (610)
Fair value of the Company’s investment in the Partnership 120,870 372,564
(1)
These figures, together with the $0.4million held at REL US Corp (31 December 2024: $14 million), comprise the $15.2 million cash and cash equivalents held in
the Partnership (31 December 2024: $77 million).
Riverstone Energy Limited – Annual Report and Financial Statements 2025
62
Reconciliation of Partnership’s investments at fair value
31 December
2025
$’000
31 December
2024
$’000
Investments at fair value – Level 1 – 201,075
Investments at fair value – Level 3 – see Note 5 106,005 96,106
Investments at fair value
(1)
106,005 297,181
Cash and cash equivalents 447 14,430
Partnership’s investments at fair value 106,452 311,611
(1)
Partnership holds investments indirectly through Investment Undertaking
Summary Income Statement
1 January
2025 to
31 December
2025
$’000
1 January
2024 to
31 December
2024
$’000
Unrealised and realised gain/(loss) on Partnership’s investments 30,495 (80,171)
Interest and other income 4,610 11,224
Management fee expense – see Note 10 (3,965) (6,127)
Other operating expenses (1,813) (704)
Portion of the operating gain/(loss) for the year attributable to the Company’s investment
in the Partnership 29,327 (75,778)
Reconciliation of unrealised and realised gain/(loss) on Partnership’s investments
1 January
2025 to
31 December
2025
$’000
1 January
2024 to
31 December
2024
$’000
Unrealised (loss)/gain on Partnership’s investments (47,658) 3,843
Realised gain/(loss) on Partnership’s investments 78,342 (83,880)
Release of provision for taxation (189) (134)
Unrealised and realised gain/(loss) on Partnership’s investments 30,495 (80,171)
7. CASH AND CASH EQUIVALENTS
These comprise cash and short-term bank deposits available on demand. The carrying amounts of these assets approximate
to their fair value.
8. TRADE AND OTHER PAYABLES
31 December
2025
$’000
31 December
2024
$’000
Adjustment Payments payable 3,584 –
Liquidation cost accruals 652 –
Compulsory redemption fees 384 –
Other creditors 217 –
Accruals 496 626
5,333 626
63
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
9. SHARE CAPITAL
31 December
2025
$’000
31 December
2024
$’000
Authorised:
Ordinary Shares of no par value Unlimited Unlimited
Total
No.
Total
No.
Issued and fully paid:
Unlimited Shares of no par value
Shares as at inception – –
Issued on 23 May 2013 1 1
Issued on 29 October 2013 71,032,057 71,032,057
Issued on 10 October 2014 5,000,000 5,000,000
Issued on 11 December 2015 8,448,006 8,448,006
Cancelled during year ended 31 December 2018 (4,583,333) (4,583,333)
Cancelled during year ended 31 December 2020 (16,958,265) (16,958,265)
Cancelled during year ended 31 December 2021 (8,000,867) (8,000,867)
Cancelled during year ended 31 December 2022 (4,045,941) (4,045,941)
Cancelled during year ended 31 December 2023 (8,695,869) (8,695,869)
Cancelled during year ended 31 December 2024 (16,853,098) (16,853,098)
Cancelled during year ended 31 December 2025 (751,311) –
Compulsory redemption of shares 23 October 2025 (17,256,964) –
Shares as at year end 7,334,416 25,342,691
Share capital $’000 $’000
Share capital brought forward 820,655 1,038,721
Movements for the year:
Cancellation of shares (257,488) (218,056)
Share capital as at year end 563,177 820,665
The Company has one class of Ordinary Shares. The issued value of the Ordinary Shares represents 100 per cent. of the
total issued value of all share capital. Under the Company’s Articles of Incorporation, on a show of hands, each Shareholder
present in person or by proxy has the right to one vote at general meetings. On a poll, each Shareholder is entitled to one vote
for every Share held.
Shareholders are entitled to all dividends paid by the Company and, on a winding up, providing the Company has satisfied all
of its liabilities, the Shareholders are entitled to all of the surplus assets of the Company. The Ordinary Shares have no right
to fixed income.
The Company continued to execute its share buyback programme during the first half of the year, reflecting the ongoing
commitment to deliver value for Shareholders and reduce the discount to NAV. From inception to 31 May 2025, the Company
had repurchased, through the share buyback programme, a total of 37,075,536 shares at an average price of £4.44 ($5.67),
returning approximately £164.5 million ($210.1 million) of capital to Shareholders. During the year ended 31 December 2025,
the Company purchased and cancelled 751,311 shares at an average price of £7.33 per share. Following these transactions,
the Company had 24,591,380 ordinary shares in issue up to 31 May 2025. In conjunction with the Managed Wind-Down, the
Company agreed that it will not return cash other than by way of pro rata compulsory redemption of Ordinary Shares without
the prior consent of the Investment Manager (such consent to be exercised by the Investment Manager in its sole discretion).
As announced on 8 October 2025, confirming its intention to return approximately £190 million to Shareholders by way of a
pro rata compulsory redemption of ordinary shares, on 23 October the Company redeemed 17,256,964 Shares (representing
approximately 70 per cent. of the Company’s issued share capital) for cancellation at a Redemption Price of £11.01 per Share.
Following the redemption, the Company had 7,334,416 Shares in issue and does not hold any Shares in Treasury.
As at 31 December 2025, the share capital of the Company was 7,334,416 Ordinary Shares in aggregate.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
64
10. RELATED PARTY TRANSACTIONS
The following parties are considered to be the Company’s related parties as defined by IFRS.
Directors
The Company has four Non-executive Directors (31 December 2024: five). The Chair of the Board is entitled to annual
remuneration of £145,200 (31 December 2024: £145,200). The Chair of the Audit Committee is entitled to annual
remuneration of £90,750 (31 December 2024: £90,750), the Chair of the Management Engagement Committee is entitled to
annual remuneration of £78,650 (31 December 2024: £78,650) and the Chair of the Nomination and Remuneration Committee
is entitled to remuneration of £78,650 (31 December 2024: £78,650).
Directors’ fees and expenses for the year ended 31 December 2025 amounted to $593,235 (31 December 2024: $705,517).
No Directors’ expenses were outstanding at year-end (31 December 2024: $nil).
Partnership
In accordance with section 4.1(a) of the Partnership Agreement, the Company received distributions in aggregate of
$281 million (31 December 2024: $217.7 million) from the Partnership through the year to 31 December 2025. In accordance
with section 4.1(a) of the Partnership Agreement, in the event of the Company requiring additional funds for working capital,
it is entitled to receive distributions from the Partnership.
Investment Manager
The Investment Manager, an affiliate of Riverstone, provides advice to the Company and the General Partner on the
origination and completion of new investments, on the management of the portfolio and on realisations, as well as on funding
requirements, subject to Board approval.
For the provision of services under the Investment Management Agreement (the “IMA”), up to the conclusion of the EGM held
on 22 August 2025, the Investment Manager was paid in cash out of the assets of the Partnership an annual management fee
equal to 1.5 per cent. per annum of the Company’s Net Asset Value (including cash). The fee was payable quarterly in arrears
and each payment was calculated using the quarterly Net Asset Value as at the relevant quarter end.
The Directors fee during the year did not reduce the 31 December 2025 quarter-end management fee (31 December 2024:
reduction of $368,450 of the quarter-end management fee).
During the year ended 31 December 2025, the Partnership incurred management fees of $3,965,373 (31 December 2024:
$6,126,603) of which $251,846 remained outstanding as at the year-end (31 December 2024: $2,192,927). In addition, the
Company and Partnership, in aggregate, reimbursed the Investment Manager $777,277 in respect of amounts paid on their
behalf for the year (31 December 2024: $1,065,522).
65
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
10. RELATED PARTY TRANSACTIONS continued
The circumstances in which the Company and the Investment Manager may terminate the Investment Management
Agreement were amended post the conclusion of the EGM held on 22 August 2025 and are now summarised as follows:
The Company is permitted to terminate the IMA:
>
At any time prior to the date on which the Company’s investments comprise only cash and cash equivalents and
the Investment Manager has received all Adjustment Payments due in accordance with the terms of the IMA
(the “Managed Wind-Down Completion Date”) by giving six months’ written notice to the Investment Manager;
>
At any time after the Managed Wind-Down Completion Date, immediately on written notice to the Investment Manager; and
>
At any time by giving:
− three months’ written notice to the Investment Manager if, in the unanimous opinion of the Board, acting reasonably,
the Investment Manager is in material breach of any of its material obligations under the IMA, the Partnership
Agreement, and the governing agreements of any of the Partnership’s intermediate entities, unless such breach has
been remedied to the reasonable satisfaction of the Company within such three-month period; or
− immediate written notice to the Investment Manager if, in the unanimous opinion of the Board, acting reasonably, the
Investment Manager or the General Partner commits an act of fraud or wilful misconduct in relation to the Company
which results in material harm to the Company’s business.
The Investment Manager is permitted to terminate the IMA:
>
At any time prior to the Managed Wind-Down Completion Date, by giving six months’ written notice to the Company; and
>
At any time, immediately on written notice to the Company, if the Partnership or any of its intermediate entities is in
material breach of any of their material obligations under the IMA (and such breach is not due to the acts or omissions
of the Investment Manager), unless such breach has been remedied to the reasonable satisfaction of the Investment
Manager within three months of the Investment Manager giving written notice specifying the breach; or
>
Immediately on written notice to the Company if:
− the Company ceases to hold appropriate regulatory authorisation in Guernsey;
− the Board makes a further material change to its investment policy without the prior consent of the
Investment Manager;
− the Company undergoes a change of control and the Ordinary Shares cease to be listed on the Official List;
− the Board (1) raises new equity or distributes any income or capital of any member of the Company group except
with the prior written consent of the Investment Manager; or (2) returns or distributes capital of the Company by way
of a compulsory redemption of Ordinary Shares other than in accordance with the provisions of the Company’s new
Articles of Association and the IMA.
Any party may terminate the IMA immediately by written notice to the others if a party:
>
Fails or becomes unable to pay its debts as they fall due;
>
Has an administrator or similar officer or an administrative receiver appointed over, or any encumbrancer takes
possession of, the whole or any significant part of its undertaking or assets; or
>
Passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme for solvent amalgamation
or reconstruction).
Following the various resolutions that were approved at the EGM held on 22 August 2025, the Company’s investment objective
and policy changed and as a consequence the IMA was revised to outline new terms of appointment for the Investment
Manager for the period of the Managed Wind-Down.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
66
The management fee payable by the Company with effect from 22 August 2025 has been reduced from 1.5 per cent. per
annum of the Company’s Net Asset Value (including cash) to 1 per cent. per annum of Net Asset Value (excluding cash),
subject until 31 December 2027 to a minimum fee of $500,000 per annum, pro-rated for any partial year. The management
fee continues to be payable quarterly in arrears and each payment continues to be calculated using the quarterly Net Asset
Value of the Company (excluding cash) as at the relevant quarter end.
The revisions to the IMA from 22 August 2025 also;
>
removed the fee offset obligation of the Investment Manager to reimburse the Company when the total of all directors’
fees, travel costs and related expenses of the Directors exceeded certain annual limits, previously set at 0.084 per cent.
of the latest NAV of the Company. From the commencement of the Managed Wind-Down the Company is now responsible
for the payment of all directors’ fees, costs and related expenses;
>
required the Company to reimburse the Investment Manager for 50 per cent. of its reasonably incurred and documented
external legal fees and expenses associated with agreeing the terms of the Managed Wind-Down and the implementation
of the Proposed Amendments, provided that (other than in respect of certain Investment Undertakings which form part of
the Company’s investment holding structure) the Company was not responsible for reimbursing the Investment Manager
in respect of any legal costs incurred in relation to any document to which the Company is not a party. The Company
reimbursed approximately $0.2 million to the Investment Manager in respect of this clause; and
>
provided the Investment Manager (in its own capacity or on behalf of its associates and/or any one or more Other
Riverstone Funds) with a right of last look in respect of Private Portfolio investments during the term of the revised
Investment Management Agreement and for a period of two years thereafter (save where the Investment Management
Agreement has been terminated by way of Company Cause Termination). The Investment Manager’s right of last look
gives the Investment Manager or its nominated associate the right to acquire (in its own capacity or on behalf of one
or more Other Riverstone Funds) all or any part of the investments in the Private Portfolio proposed to be sold by the
Company to a third party, on materially the same terms offered to that third party by paying a 5 per cent. premium to the
price offered for the relevant investment by such third party.
In addition, the Partnership Agreement with the General Partner has also been amended to eliminate, on commencement of
the Managed Wind-Down, the termination payment otherwise payable to the General Partner, an entity in the same group as
the Investment Manager. Details are noted in the next section.
General Partner
The General Partner makes all management decisions, other than investment management decisions, in relation to the
Partnership and controls all other actions by the Partnership.
As a consequence of entering into the Managed Wind-Down, the performance allocation arrangements during the year
in respect of the Company’s investment portfolio ceased to apply from 22 August 2025. In view of the performance of the
Company to that date, there were no performance allocations or fees due to the Investment Manager.
In addition, the Partnership Agreement with the General Partner has also been amended to eliminate, on commencement
of the Managed Wind-Down, the termination payment otherwise payable to the General Partner. For the avoidance of doubt,
no termination payment was triggered by the Company entering Managed Wind-Down. However, in consideration for the
changes, principally in-lieu of those related to the removal of the previous termination payment provisions included in
the Partnership Agreement, the Company, the Investment Manager and the other parties to the IMA and the Partnership
Agreement agreed to provide for the payment by the Company to the Investment Manager of certain cash amounts (the
“Adjustment Payments”) during the Managed Wind-Down period.
The initial Adjustment Payment due from the Company on entering Managed Wind-Down was $21.2 million, paid on
8 September 2025 and was calculated at 7.5 per cent. on the combined value as at 30 June 2025 of the cash balances and
the remaining unsold publicly listed investments as at the commencement of the Managed Wind-Down period. Subsequent
Adjustment Payments due to the Investment Manager arising from the orderly realisation of the Company’s investment
portfolio during the Managed Wind-Down period will also be calculated at 7.5 per cent. on the cash proceeds received by
the Company from such disposals.
Adjustment Payments of $3,578,586, related to the realisation of Onyx Power and $4,958 related to the realisation of Rock
Oil, have been accrued at 31 December 2025. In total, Adjustment Payments recognised during the year amounted to
$24.9 million.
67
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
10. RELATED PARTY TRANSACTIONS continued
Cornerstone Investors
Each of the Cornerstone Investors has acquired an indirect economic interest in each of the General Partner and the
Investment Manager depending on the size of their commitment and the total issue size, up to an aggregate maximum
indirect economic interest of 20 per cent. in each, for nominal consideration. These interests entitle the Cornerstone
Investors to participate in the economic returns generated by the General Partner and the Investment Manager, which
receives the management fee.
11. FINANCIAL RISK MANAGEMENT
Financial risk management objectives
The Company’s investing activities, through its investment in the Partnership, intentionally expose it to various types of risks
that are associated with the underlying investee companies of the Partnership, including the ongoing volatility in the oil
and gas market. The Company makes the investment in order to generate returns in accordance with its investment policy
and objectives.
The most important types of financial risks to which the Company is exposed are market risk (including price, interest
rate and foreign currency risk), liquidity risk and credit risk. The Board of Directors has overall responsibility for the
determination of the Company’s risk management and sets policy to manage that risk at an acceptable level to achieve
those objectives. The policy and process for measuring and mitigating each of the main risks are described below.
The Investment Manager and the Administrators provide advice to the Company which allows it to monitor and manage
financial risks relating to its operations through internal risk reports which analyse exposures by degree and magnitude
of risks. The Investment Manager and the Administrators report to the Board on a quarterly basis.
Categories of financial instruments
31 December
2025
$’000
31 December
2024
$’000
Financial assets
Investment at fair value through profit or loss:
Investment in the Partnership 120,870 372,564
Other financial assets:
Cash and cash equivalents 1,923 1,459
Trade and other receivables 435 2,447
Financial liabilities
Financial liabilities:
Trade and other payables (5,333) (626)
Capital risk management
The Company manages its capital to ensure that the Company will be able to continue through the Managed Wind-Down
period while maximising the capital return to Shareholders. The capital structure of the Company consists of issued share
capital and retained earnings, as stated in the Statement of Financial Position.
During the year, the Company bought and cancelled 751,311 Ordinary Shares. The Company redeemed 17,256,964 Shares for
cancellation at a Redemption Price of £11.01 per Share. There are no external capital requirements imposed on the Company.
The Company’s revised investment policy is set out in the Investment Policy section of the Annual Report.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
68
Market risk
Market risk includes price risk, foreign currency risk and interest rate risk.
(a) Price risk
The underlying investments held by the Partnership present a potential risk of loss of capital to the Partnership and
hence to the Company. The Company invests through the Partnership. Price risk arises from uncertainty about future
prices of underlying financial investments held by the Partnership, which at year-end was $106,004,600 (31 December
2024: $297,181,380). Please refer to Note 5 for quantitative information about the fair value measurements of the
Partnership’s Level 3 investments.
The Partnership is exposed to a variety of risks which may have an impact on the carrying value of the Company’s
investment in the Partnership. The Partnership’s risk factors are set out in (a)(i) to (a)(iii) below.
(i) Not actively traded
The Partnership’s investments are not generally traded in an active market but are indirectly exposed to market
price risk arising from uncertainties about future values of the investments held. The underlying investments of the
Partnership vary as to industry sub-sector, geographic distribution of operations and size, all of which may impact
the susceptibility of their valuation to uncertainty.
(ii) Concentration
The Company, through the Partnership, invested in the global energy sector. This means that the Company is exposed
to the risk of the global energy sector, which may further relate to sub-sector, geography, and the relative size of an
investment or other factors. Whilst the Company is subject to the investment and diversification restrictions in its
investment policy, within those limits, material concentrations of investments have arisen. Although the investments
are in the same industry, this risk is managed through investments being monitored on a regular basis by the
Investment Manager.
The Board and the Investment Manager monitor the concentration of the investment in the Partnership on a quarterly
basis to ensure compliance with the investment policy.
69
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
11. FINANCIAL RISK MANAGEMENT continued
(b) Foreign currency risk
The Company has exposure to foreign currency risk due to the payment of some expenses in Pounds Sterling.
Consequently, the Company is exposed to risks that the exchange rate of its currency relative to other foreign
currencies may change in a manner that has an adverse effect on the value of that portion of the Company’s
assets or liabilities denominated in currencies other than the U.S. Dollar. The risk is not considered material.
The following tables set out, in U.S. Dollars, the Company’s total exposure to foreign currency risk and the net
exposure to foreign currencies of the monetary assets and liabilities:
As at 31 December 2025
$
$’000
£
$’000
Total
$’000
Assets
Non-current assets
Investment in the Partnership 120,870 – 120,870
Total non-current assets 120,870 – 120,870
Current assets
Trade and other receivables 400 35 435
Cash and cash equivalents 136 1,787 1,923
Total current assets 536 1,822 2,358
Current liabilities
Trade and other payables 4,399 934 5,333
Total current liabilities 4,399 934 5,333
Total net assets 117,007 888 117,895
As at 31 December 2024
$
$’000
£
$’000
Total
$’000
Assets
Non-current assets
Investment in the Partnership
(1)
372,564 – 372,564
Total non-current assets 372,564 – 372,564
Current assets
Trade and other receivables 2,404 43 2,447
Cash and cash equivalents 1,167 292 1,459
Total current assets 3,614 292 3,906
Current liabilities
Trade and other payables 278 348 626
Total current liabilities 278 348 626
Total net assets 375,900 (56) 375,844
(1)
Includes the fair value of one investment held through the Partnership, Veren, denominated in CAD and therefore subject to foreign currency risk.
This investment had an aggregate fair value of $42.2 million as at 31 December 2024.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
70
(c) Interest Rate Risk
The Company’s exposure to interest rate risk relates to the Company’s cash and cash equivalents held through the
Partnership. The Company is subject to risk due to fluctuations in the prevailing levels of market interest rates.
Any excess cash and cash equivalents are invested at short-term market interest rates. As at the date of the
Statement of Financial Position, the majority of the cash and cash equivalents were held by the Partnership on
interest bearing fixed deposit accounts. Any exposure to interest rate risk at the underlying investment level is
captured within price risk.
The Company has no other interest-bearing assets or liabilities as at the reporting date. As a consequence, the
Company is only exposed to minimal variable market interest rate risk. Management does not expect any residual
interest rate risk to be material, and therefore sensitivity analysis has not been provided.
31 December
2025
$’000
31 December
2024
$’000
Non-interest bearing
Cash and cash equivalents 1,923 1,459
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of Directors.
Liquidity risk is defined as the risk that the Company may not be able to settle or meet its obligations on time or at a
reasonable price.
The Company adopts a prudent approach to liquidity management and through the preparation of budgets and cash flow
forecasts maintains sufficient cash reserves to meet its obligations. During the year, the Company received distributions
in aggregate of $281 million (£209 million ) from the Partnership (2024: $217.7/£173.3 million) to continue to fund ongoing
expenses during the Managed Wind-Down and to settle compulsory redemption of shares. As in prior years, in accordance
with the Partnership Agreement, if the Company requires additional funds for working capital or further compulsory
redemptions, it is entitled to receive further distributions from the Partnership. In order to do so, the Company would submit
a distribution request approved by the Board to the Partnership, which would then be required to arrange for the payment of
the requested amount. Since the Company’s inception, it has requested and received distributions from the Partnership for
working capital needs. As at 31 December 2025, the Company, through the Partnership, had available liquid resources of
$15 million.
The Company’s financial assets (excluding equity investments) and liabilities have an expected maturity of less than
12 months from 31 December 2025 (2024: less than 12 months from 31 December 2024). Based on the assessment outlined
above, the Board has concluded that, as of the date of this report, the Company and Partnership have sufficient available
liquid resources to meet current liabilities as they fall due over the next 12 months.
71
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
11. FINANCIAL RISK MANAGEMENT continued
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Company. Any exposure to credit risk at the underlying investment level is captured within price risk.
Financial assets mainly consist of cash and cash equivalents, trade and other receivables, and investments at fair value
through profit or loss. The Company’s risk on liquid funds, including those held by the Partnership
(1)
, is reduced because
it can only deposit monies with institutions with a minimum credit rating of “single A”. The Company mitigates its credit risk
exposure on its investment at fair value through profit or loss by the exercise of due diligence on the counterparties of the
Partnership, its General Partner and the Investment Manager.
The table below shows the material cash balances and the credit rating for the counterparties used at the year-end date:
Counterparty Location Rating
31 December
2025
$’000
31 December
2024
$’000
Barclays Bank Plc Guernsey A+ 1,923 1,459
(1)
The Partnership holds its cash and cash equivalents ($19 million) at Barclays Bank Plc (Rating: A+) and Citibank (Rating: A+).
The Company’s maximum exposure to loss of capital from credit risk at the year-end is shown below:
31 December 2025
Carrying
Value and
Maximum
exposure
$’000
Other financial assets (including cash and cash equivalents but excluding prepayments) 1,923
31 December 2024
Carrying
Value and
Maximum
exposure
$’000
Other financial assets (including cash and cash equivalents but excluding prepayments) 1,459
Gearing
As at the date of these Financial Statements the Company itself has no gearing. The Company may have indirect gearing
through the operations of the underlying investee companies.
12. SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance
of the operating segments, has been identified as the Board of Directors, as a whole. The key measure of performance used
by the Board to assess the Company’s performance and to allocate resources is the Total Return of the Company’s Net Asset
Value and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained
in the Financial Statements.
For management purposes, the Company is organised into one main operating segment, which invests in one limited partnership.
All of the Company and the Partnership’s income is derived from within Guernsey and the Cayman Islands.
All of the Company’s non-current assets are located in the Cayman Islands.
Due to the Company’s nature, it has no customers.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
72
13. LOSS PER SHARE AND NET ASSET VALUE PER SHARE
Loss per Share
31 December
2025
Basic /
Diluted
31 December
2024
Basic /
Diluted
Loss for the year ($’000) (461) (79,669)
Weighted average numbers of Shares in issue 21,271,122 30,136,226
Loss per share (cents) (2.17) (264.36)
The Loss per Share is based on the loss of the Company for the year and on the weighted average number of Shares the
Company had in issue for that year.
The weighted average number of Shares during the year is 21,271,122 (31 December 2024: 30,136,226).
There are no dilutive Shares in issue as at 31 December 2025 (31 December 2024: nil).
Net Asset Value per Share
31 December
2025
Basic /
Diluted
31 December
2024
Basic /
Diluted
NAV ($’000) 117,895 375,844
Number of Shares in issue 7,334,416 25,342,691
Net Asset Value per Share ($) 16.07 14.83
Net Asset Value per Share (£) 11.94 11.81
Share Price (£) 7.23 7.86
Share Price ($) 9.73 9.87
Discount to NAV (per cent.) ($) 39.45 33.45
The Net Asset Value per Share is arrived at by dividing the net assets as at the date of the Statement of Financial Position
by the number of Ordinary Shares in issue at that date. The Discount to NAV is arrived at by calculating the percentage
discount of the Company’s Net Asset Value per Share to the Company’s closing Share price as at the date of the Statement
of Financial Position.
14. AUDITOR’S REMUNERATION
Other operating expenses include but is not limited to all fees payable to the auditor, which can be analysed as follows:
2025
$’000
2024
$’000
Ernst & Young LLP Audit fees 419 482
2025
$’000
2024
$’000
Ernst & Young LLP Interim Review fees 139 151
Ernst & Young Non-Audit fees 139 151
73
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Notes to the Financial Statements continued
For the year ended 31December 2025
15. IFRS TO US GAAP RECONCILIATION
The Company’s Financial Statements are prepared in accordance with IFRS, which in certain respects differ from US GAAP.
In previous periods these differences were not material and therefore no reconciliation was presented. A reconciliation is
presented for the current financial year ended 31 December 2025 as noted further below. For reference, please see below for
a summary of the key judgments and estimates taken into account with regards to the Company as of 31 December 2025, as
well as the Shareholders’ financial highlights required under US GAAP.
Assessment as an Investment Entity
As stated in Note 2, the Company meets the definition of an investment entity under IFRS 10. Per US GAAP (Financial
Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements
or “ASC 946”), the Company meets the definition of an investment company, and as required by ASC 946, measures its
investment in the Partnership at FVTPL, which in turn measures its investment in the underlying investments at FVTPL.
The Company’s Investment in the Partnership
As stated in Note 3, although the Company is the sole limited partner, it does not control the Partnership (as that is
attributable to the General Partner) and, since the Company meets the definition of an investment company in accordance
with IFRS 10, it measures its investment in the Partnership at FVTPL. Taking into consideration all applicable US GAAP
requirements (ASC 946 and ASC 323), the Company accounts for its investment in the Partnership at FVTPL which is
similar to the IFRS 10 requirements.
Fair Value Measurements
The fair value of the underlying investments held by the Partnership are determined based on valuation techniques and
inputs that are observable and unobservable in the market which market participants have access to and will use to
determine the exit price or selling price of the investments. The change in valuation of the Company’s investments held by
the Partnership is then reflected in the fair value of the Company’s investment in the Partnership. No additional disclosures
are needed, as the applicable fair value valuation techniques and disclosures are consistent to those made under IFRS.
Liquidation Accounting Considerations
As stated in Note 2, the Company’s Financial Statements have been prepared in accordance with IFRS on a basis other than
going concern due to the Company being in a Managed Wind-Down process. Under IFRS, there is no comprehensive basis of
accounting equivalent to the liquidation basis prescribed under US GAAP. Instead, the Company continues applying existing IFRS
standards—such as IAS 37 for provisions, and IAS 1 for presentation—assessing whether assets are carried at their recoverable
amounts and whether provisions are needed for unavoidable costs. In contrast, US GAAP requires application of the liquidation
basis of accounting once liquidation is imminent, as set forth in ASC 205-30. Under this guidance, assets are measured at
the amount of cash or other consideration expected to be collected during the Managed Wind-Down process, and liabilities
including all estimated ongoing running costs expected to be incurred during the entire period of the Company’s Managed
Wind-Down as well as the final estimated liquidation expenses are required to be provided for. Both IFRS and US GAAP require
the Company to also provide for the expected final costs to be incurred on the appointment of a liquidator in due course and that
final winding up process once all investments have been disposed of and all shareholders compulsorily redeemed.
Accordingly, the tables below illustrate the effect on the NAV and total comprehensive loss for the year under IFRS for
estimated ongoing operational and liquidation expenses to be incurred over the expected two-year Managed Wind-Down
period which results in the NAV and total loss that would be recognised under US GAAP liquidation accounting. The estimated
liquidation accounting adjustments reflected herein represent management’s best estimates as of the reporting date based
on currently available information, including estimated adjustment payments, professional fees, and operating expenses.
No US GAAP adjustments have been made to the carrying value of the investment held by the Company in the Partnership.
These estimates are inherently uncertain and subject to change as the Managed Wind-Down process progresses.
31 December
2025
$’000
Net Assets under IFRS 117,895
Less: US GAAP Liquidation Accounting Adjustments (14,400)
Net Assets under US GAAP 103,495
Riverstone Energy Limited – Annual Report and Financial Statements 2025
74
31 December
2025
$’000
Total Comprehensive Loss for the Year under IFRS (461)
Less: US GAAP Liquidation Accounting Adjustments (14,400)
Net loss according to generally accepted accounting principles in the United States (14,861)
Shareholders’ Financial Highlights
Year Ended
31 December
2025
Year Ended
31 December
2024
Expense ratio
(1)
13.7% 2.2%
Performance Allocation ratio
(1)
0.0% 0.0%
Total Expense and Performance Allocation ratio 13.7% 2.2%
Net investment loss ratio
(2)
(13.0)% (1.1)%
Internal rate of return
(3)
, beginning of year (7.0)% (3.7)%
Internal rate of return
(3)
, end of year (4.0)% (7.0)%
Net contributed capital to total capital commitments
(4)
100.0% 100.0%
(1)
The expense ratio is calculated using total expenses of the Company and the Partnership allocated to the Shareholders divided by the Shareholders’ average
capital balance for the year presented.
(2)
The net investment loss ratio is the Shareholders’ investment income of the Company and Partnership reduced by total expenses of the Company and the
Partnership divided by the Shareholders’ average capital balance for the year presented. However, net investment loss does not include any realised or
unrealised gains/losses generated from the sale or recapitalisation of an investment of the Partnership. Thus, net investment loss includes dividend and
interest income of the Company and the Partnership less the total expenses of the Company and the Partnership incurred during the year presented.
(3)
The internal rate of return since the commencement of operations (“IRR”) is computed based on the dates of the Shareholders’ capital contributions to the
Company, distributions from the Company to the Shareholders, and the fair value of the Shareholders’ NAV as of 31 December 2025. The IRR of the
Shareholders is net of all fees to the General Partner of the Partnership. The computation of the IRR for an individual Shareholder may vary from the IRR
presented above due to the timing of capital transactions.
(4)
Net contributed capital is based on the Shareholders’ gross capital contributions.
16. CONTINGENT LIABILITIES
In the ordinary course of business, we monitor for anticipated costs where an outflow of resources is considered probable
and a reasonable estimate can be made of the likely outcome.
Where an outflow is not probable but is possible a contingent liability may still exist and its relevant details will be disclosed.
As disclosed in Note 10, subsequent Adjustment Payments due to the Investment Manager arising from the orderly
realisation of the Company’s investment portfolio during the Managed Wind-Down period will be calculated at 7.5 per cent.
on the cash proceeds received by the Company from such disposals.
Based on the 31 December 2025 valuations, the above Adjustment Payments would result in an aggregate contingent liability
of $4.2 million which consists of Infinitum ($2.4 million), GoodLeap ($1.7 million) and Group14 ($0.1 million).
At the reporting date we are not aware of any evidence to indicate that a present obligation exists, nor is it probable that an
outflow of resources will be required such that any amount should be provided for.
17. POST-YEAR END UPDATE
On 2 January 2026, the Company announced a further commitment to its existing investment in Infinitum to participate in the
Series F financing, of which approximately $5.0 million was funded prior to 31 December 2025 in the first closing. In making
its decision for the Company to participate in the Series F financing, the Board took into account updates from the Investment
Manager as to Infinitum’s proposed commercial strategy and future prospects.
On 2 February 2026, the Company announced the completion of the sale of 100 per cent. of its interest in Onyx Power to
ResInvest Group. The sale resulted in proceeds of $50.4 million.
75
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Alternative Performance Measures (“APMs”)
This Annual Report and Accounts contain APMs, which are financial measures not defined in IFRS. These include certain financial and
operational highlights and key financials on pages 2 to 3, as well as in the performance section of the Board Chair’s Statement on pages
4 to 6. The definition of each of these APMs is shown below.
The Company assesses its performance using a variety of measures that are not specifically defined under IFRS and are therefore termed
APMs. The APMs that the Company uses may not be directly comparable with those used by other companies. These APMs are used to
present a clearer picture of how the Company has performed over the year and are all financial measures of historical performance.
For the 2025 Annual Report, the APMs, Performance Allocation Ratio and Net Contributed Capital to Total Capital Commitments are no
longer deemed relevant and have been removed from the below table.
The table below defines our APMs.
APM Definition Purpose Calculation and (where relevant) reconciliation to IFRS
NAV per Ordinary Share The Company’s NAV
divided by the number of
Ordinary Shares.
A measure of the value of
one ordinary share.
The net assets as shown on the statement of financial position
($118 million as at 31 December 2025 and $376 million as at
31 December 2024) divided by the number of Ordinary Shares
in issue as at the calculation date (7,334,416 as at 31 December
2025 and 25,342,691 as at 31 December 2024).
Ordinary NAV total return The increase/decrease
in the NAV per
ordinary share.
A measure of the overall
financial performance of
the Company.
The difference in the NAV per Ordinary Share at the beginning
and end of the year from the statement of financial position
($16.07 for the year ended 31 December 2025 & $14.83 for the
year ended 31 December 2024 as a percentage of the opening
NAV per Ordinary Share as shown in the Statement of Financial
Position (being $14.83 per ordinary share as at 31 December
2024 & $15.96 as at 31 December 2023).
Premium/(discount)
to NAV
The amount by which
the ordinary share price
is higher/lower than
the NAV per Ordinary
Share, expressed as a
percentage of the NAV
per ordinary share.
A measure of the
performance of the
Company’s share price
relative to the NAV per
Ordinary Share.
The difference between the Company’s share price and NAV per
Ordinary Share as a relative percentage of the NAV per Ordinary
Share (39.45 per cent. as at 31 December 2025 and 33.4 per cent.
as at 31 December 2024).
Annual total costs’ impact
on return per year
The impact on return
each year that total costs,
including GP performance
allocation, have on the
investment return.
A measure to show how
total costs, including GP
performance allocation,
affect the return from
the Company.
Annual total costs of the Company and Partnership as a per cent.
of average NAV of the Company:
Total annual costs for the year ended 31 December 2025:
$36,078,499 (31 December 2024: $10,962,967).
Average NAV of the Company for the year ended 31 December
2025: 305,077,406 (31 December 2024: $506,199,348).
Annual total costs’ impact of return per year:
11.8 per cent. as of 31 December 2025 (2.2 per cent. as of
31 December 2024).
Reconciliation of
Partnership’s investments
The annual investment
value of the Partnership,
including capital deployed
into the Company’s
assets, cash received
from the Company’s
investment portfolio and
the net unrealised change
in value.
A reconciliation of the
Partnership’s investments
on an annual basis.
For the year ended 31 December 2025:
$297 million – Brought Forward
$5 million – Capital Invested
$(142) million – Cash Proceeds
$(54) million – Change in Unrealised Gain/ (Loss)
$106 million – Carried Forward
For the year ended 31 December 2024:
$382 million – Brought Forward
$nil million – Capital Invested
$(5) million – Cash Proceeds
$(80) million – Change in Unrealised Gain/(Loss)
$297 million – Carried Forward
Riverstone Energy Limited – Annual Report and Financial Statements 2025
76
APM Definition Purpose Calculation and (where relevant) reconciliation to IFRS
Expense Ratio The impact on return
each year that total costs,
excluding GP performance
allocation, have on the
investment return.
A measure to show how
costs, excluding GP
performance allocation,
affect the return from
the Company.
As shown in Note 15, the expense ratio is calculated using total
expenses of the Company and the Partnership allocated to the
Shareholders divided by the Shareholders’ average capital
balance for the year presented 13.7 per cent. for the year
ended 31 December 2025 & 2.2 per cent. for the year ended
31 December 2024).
Net Investment Loss Ratio The impact on return each
year that total costs, net of
interest income, have on
the investment return.
A measure to show how
total costs, net of interest
income, affect the return
from the Company.
As shown in Note 15, the net investment loss ratio is the
Shareholders’ investment income of the Company and
Partnership reduced by total expenses of the Company and
the Partnership divided by the Shareholders’ average capital
balance for the year presented. However, net investment loss
does not include any realised or unrealised gains/losses
generated from the sale or recapitalisation of an investment of
the Partnership. Thus, net investment loss includes dividend
and interest income of the Company and the Partnership
less the total expenses of the Company and the Partnership
incurred during the year presented. (13.0) per cent. for the year
ended 31 December 2025 & 1.1 per cent. for the year ended
31 December 2024).
Internal Rate of Return The cumulative return on
Shareholders’ investment.
A measure to show the
return from the Company.
As shown in Note 15, the internal rate of return since the
commencement of operations (“IRR”) is computed based on the
dates of the Shareholders’ capital contributions to the Company,
distributions from the Company to the Shareholders, and the fair
value of the Shareholders’ NAV as of 31 December 2025. The IRR
of the Shareholders is net of all fees and performance allocation
to the General Partner of the Partnership.
(4.0) per cent. as of 31 December 2025
(7.0) per cent. as of 31 December 2024
(3.7) per cent. as of 31 December 2023
77
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Glossary of Capitalised Defined Terms
“Adjustment Payments” means the payment by the Company to the Investment Manager of certain cash payments in US dollars in connection
with the Managed Wind-Down principally arising from listed investments held at 30 June 2025, subsequent disposals of investments and
receipts of dividend income;
“Administrators” means collectively Ocorian Administration (Guernsey) Limited acting as the appointed “Designated Administrator” in
Guernsey and Petra Funds Group, LLC acting to provide other selective administration services (effective 22 August 2025);
“Admission” means admission, on 29 October 2013, to the Official List and/or admission to trading on the London Stock Exchange, as the
context may require, of the Ordinary Shares becoming effective in accordance with the Listing Rules and/or the LSE Admission Standards as
the context may require;
“AEOI Rules” means Automatic Exchange of Information;
“AIC” means the Association of Investment Companies;
“AIC Code” means the AIC Corporate Governance Code;
“AIF” means Alternative Investment Funds;
“AIFM” means AIF Manager;
“AIFMD” means EU Alternative Investment Fund Managers Directive (No. 2011/61EU);
“Aleph Midstream” means Aleph Midstream S.A;
“Annual General Meeting” or “AGM” means the general meeting of the Company;
“Annual Report and Financial Statements” means the annual publication of the Company provided to the Shareholders to describe their
operations and financial conditions, together with their Financial Statements;
“Anuvia” means Anuvia Plant Nutrients;
“APMs” means Alternative Performance Measures;
“Articles of Incorporation” or “Articles” means the articles of incorporation of the Company, as amended from time to time;
“ASC 946” means per US GAAP (Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement, and
Disclosure Requirements;
“Audit Committee” means a formal committee of the Board with defined terms of reference;
“Board” or “Directors” means the directors of the Company;
“CAD” means Canadian dollar;
“CanEra III” means CanEra Inc.;
“Carrier II” means Carrier Energy Partners II LLC;
“Castex 2005” means Castex Energy 2005 LLC;
“Castex 2014” means Castex Energy 2014 LLC;
“Companies Law” means the Companies (Guernsey) Law, 2008, (as amended);
“Company” means Riverstone Energy Limited;
“Company Secretary” means Ocorian Administration (Guernsey) Limited;
“Cornerstone Investors” means those investors who have acquired Ordinary Shares and acquired a minority economic interest in the General
Partner and in the Investment Manager, being AKRC Investments LLC, Casita, L.P., KFI and McNair;
“Corporate Brokers” means JP Morgan Cazenove and Deutsche Numis;
“C Corporation” means a C Corporation, under U.S. federal income tax law, being a corporation that is taxed separately from its owners;
“CRS” means Common Reporting Standard;
“Depositary” means Ocorian Depositary Company (UK) Limited;
“Designated Administrator” means Ocorian Administration (Guernsey) Limited (formerly Estera International Fund Managers
(Guernsey) Limited);
“Disclosure Guidance and Transparency Rules” or “DTRs” mean the disclosure guidance published by the FCA and the transparency rules
made by the FCA under section 73A of FSMA;
“Discontinuation Resolution” means a special resolution that was proposed and not passed by the Company’s Shareholders to discontinue
the Company within six weeks of the seventh anniversary of the Company’s first Admission if the trading price has not met the Target Price,
and the Invested Capital Target Return has not been met;
Riverstone Energy Limited – Annual Report and Financial Statements 2025
78
“Discount to NAV” means the situation where the Ordinary shares of the Company are trading at a price lower than the Company’s
Net Asset Value;
“E&P” means exploration and production;
“Eagle II” means Eagle Energy Exploration, LLC;
“EBITDA” means earnings before interest, taxes, depreciation and amortisation;
“ECI” means effectively connected income, which refers to all income from sources within the United States connected with the conduct of
a trade or business;
“EEA” means European Economic Area;
“EGM” means an Extraordinary General Meeting of the Company;
“Enviva” means Enviva Holdings, LP;
“ESG” means Environmental, Social and Governance;
“EU” means the European Union;
“EV” means enterprise value;
“FATCA” means Foreign Account Tax Compliance Act;
“FCA” means the UK Financial Conduct Authority (or its successor bodies);
“Fieldwood” means Fieldwood Energy LLC;
“Financial Statements” means the audited financial statements of the Company, including the Statement of Financial Position, the Statement
of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity and associated notes;
“FRC” means Financial Reporting Council;
“FreeWire” means FreeWire Technologies, Inc.
“Fund V” means Riverstone Global Energy & Power Fund V, L.P.;
“Fund VI” means Riverstone Global Energy & Power Fund VI, L.P.;
“F V TP L” means Fair Value through the profit or loss;
“General Partner” means REL IP General Partner LP (acting through its general partner, REL IP General Partner Limited), the general partner
of the Partnership and a member of the Riverstone group;
“GFSC” means the Guernsey Financial Services Commission;
“GFSC Code” means the GFSC Finance Sector Code of Corporate Governance;
“GoodLeap” means GoodLeap, LLC;
“Gross MOIC” means gross multiple of invested capital;
“Group14” means Group14 Technologies, Inc.;
“Henry Hub” means a pipeline interchange of natural gas in North America used as a benchmark in gas pricing;
“HVAC” means heating, ventilation and air conditioning
“Hyzon” means Hyzon Motors, Inc.;
“IAS” means international accounting standards as issued by the Board of the International Accounting Standards Committee;
“IFRS” means the International Financial Reporting Standards as adopted by the European Union, being the principles-based accounting
standards, interpretations and the framework by that name issued by the International Accounting Standards Board;
“ILX III” means ILX Holdings III LLC;
“Infinitum” means Infinitum Electric, Inc.;
“IRR” means the internal rate of return since the commencement of operations;
“Interim Report” means the Company’s half yearly report and unaudited interim condensed financial statements for the period ended 30 June;
“Investment Manager” or “IM” means RIL (effective through 17August 2020) and RIGL (effective after 17August 2020) which are both
majority-owned and controlled by Riverstone;
79
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Glossary of Capitalised Defined Terms continued
“Investment Management Agreement” or “IMA” means the investment management agreement dated 24 September 2013 between RIL,
the Company and the Partnership (acting through its General Partner) under which RIL is appointed as the Investment Manager of both the
Company and the Partnership (effective 17 August 2020), the 2nd Amended & Restated investment management agreement effective after
17 August 2020 between RIGL, the Company and the Partnership (acting through its General Partner) under which RIGL is appointed as the
Investment Manager of both the Company and the Partnership, the 3rd Amended & Restatement investment management agreement effective
9 December 2020 between RIGL, the Company and the Partnership (acting through its General Partner), and the 4th Amended & Restated
agreement effective after 22 August 2025 between RIGL, the Company and the Partnership (acting through its General Partner).;
“Investment Undertaking” means the Partnership, any intermediate holding or investing entities that the Company or the Partnership may
establish from time to time for the purposes of efficient portfolio management and to assist with tax planning generally and any subsidiary
undertaking of the Company or the Partnership from time to time;
“IPEV Valuation Guidelines” means the International Private Equity and Venture Capital Valuation Guidelines;
“IPO” means the initial public offering of shares by a private company to the public;
“IRS” means the Internal Revenue Service, the revenue service of the U.S. federal government;
“ISA” means International Standards on Auditing (UK);
“ISIN” means an International Securities Identification Number;
“KFI” means Moore Capital Management, formerly known as Kendall Family Investments, LLC, a cornerstone investor in the Company;
“Liberty II” means Liberty Resources II LLC;
“Listing Rules” means the listing rules made by the UK Listing Authority under section 73A Financial Services and Markets Act 2000;
“London Stock Exchange” or “LSE” means London Stock Exchange plc;
“Loss per Share’’ means the Loss per Ordinary Share and is expressed in U.S. dollars;
“LSE Admission Standards” means the rules issued by the London Stock Exchange in relation to the admission to trading of, and continuing
requirements for, securities admitted to the Official List;
“Management Engagement Committee” means a formal committee of the Board with defined terms of reference;
“Management Fee” means the management fee to which the Investment Manager is entitled;
“Managed Wind-Down” means an orderly realisation of the Company’s investment portfolio;
“Managed Wind-Down period” means the expected timeframe of the Managed Wind-Down, where all assets are liquidated and outstanding
liabilities are settled, which is expected to run to 31 December 2027;
“McNair” means RCM Financial Services, L.P. for the purposes of acquiring Ordinary Shares and Palmetto for the purposes of acquiring
a minority economic interest in the General Partner and the Investment Manager;
“Meritage III” means Meritage Midstream Services III, L.P.;
“MMBtu” means one million British thermal units;
“NAV per Share” means the Net Asset Value per Ordinary Share;
“Net Asset Value” or “NAV” means the value of the assets of the Company less its liabilities as calculated in accordance with the Company’s
valuation policy and expressed in U.S. dollars;
“Net MOIC” means gross multiple of invested capital net of taxes and performance allocation on gross profit;
“Nomination and Remuneration Committee” means a formal committee of the Board with defined terms of reference;
“NURS” means non-UCITS retail schemes;
“Official List” is the list maintained by the Financial Conduct Authority (acting in its capacity as the UK Listing Authority) in accordance with
Section 74
(1)
of the Financial Services and Markets Act 2000;
“Onyx Power” means Onyx Strategic Investment Management I BV;
“Ordinary Shares” means redeemable ordinary shares of no par value in the capital of the Company issued and designated as
“Ordinary Shares” and having the rights, restrictions and entitlements set out in the Articles;
“Origo” means Origo Exploration Holding AS;
“Other Riverstone Funds” means other Riverstone-sponsored, controlled or managed entities, including Fund VI, which are or may in the
future be managed or advised by the Investment Manager or one or more of its affiliates, excluding the Partnership;
“Our Next Energy” means Our Next Energy, Inc.;
“Partnership” means Riverstone Energy Investment Partnership, L.P., the Investment Undertaking in which the Company is the sole
limited partner;
“Partnership Agreement” means the partnership agreement in respect of the Partnership between inter alios the Company as the sole limited
partner and the General Partner as the sole general partner dated 23 September 2013;
Riverstone Energy Limited – Annual Report and Financial Statements 2025
80
“Performance allocation” means the performance allocation to which the General Partner is entitled;
“Permian Resources” means Permian Resources Corporation;
“Pipestone Energy” means Pipestone Energy Corp.;
“POI Law” means the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended;
“Private Portfolio” means privately held investments in Onyx Power, GoodLeap, Infinitum and Group14;
“Private Riverstone Funds” means Fund V and all other private multi-investor, multi-investment funds that are launched after Admission
and are managed or advised by the Investment Manager (or one or more of its affiliates) and excludes Riverstone employee co-investment
vehicles and any Riverstone managed or advised private co-investment vehicles that invest alongside either Fund V or any multi-investor
multi-investment funds that the Investment Manager (or one or more of its affiliates) launches after Admission;
“Proposed Amendments” means the amendments proposed to be made to the Existing IMA in connection with the Proposals;
“Prospectuses” means the prospectus published on 24 September 2013 by the Company in connection with the IPO of Ordinary Shares and
further prospectus published on 23 November 2015;
“PRT” means Riverstone Performance Review Team;
“RCO” means Riverstone Credit Opportunities, L.P.;
“Ridgebury H3” means Ridgebury H3, LLC;
“RIGL” means RIGL Holdings, LP;
“R I L” means Riverstone International Limited;
“Riverstone” means Riverstone Holdings LLC and its affiliated entities (other than the Investment Manager and the General Partner), as the
context may require;
“Rock Oil” means Rock Oil Holdings, LLC;
“SEC” means the U.S. Securities and Exchange Commission;
“Shareholder” means the holder of one or more Ordinary Shares;
“Sierra” means Sierra Oil and Gas Holdings, L.P.;
“Solid Power” means Solid Power, Inc.;
“Stewardship Code” means the UK Stewardship Code;
“Target Price” means, as defined in the Articles, £15.00, subject to (a) downward adjustment in respect of the amount of all dividends and other
distributions, stock splits and equity issuances below the prevailing NAV per Ordinary Share made following the first Admission and (b) upward
adjustment to take account of any share consolidations made following the first Admission;
“Tender Offer” means the £18.4 million in value of ordinary shares acquired by the Company in 2023;
“Three Rivers III” means Three Rivers Natural Resources Holdings III LLC;
“Total Return of the Company’s Net Asset Value” means the capital appreciation of the Company’s Net Asset Value plus the income received
from the Company in the form of dividends;
“T-REX” means T-REX Group, Inc.;
“Tritium” means Tritium DCFC Limited;
“UCITS” means undertakings for collective investment in transferable securities;
“UK” or “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland;
“UK Code” means The UK Corporate Governance Code 2018, issued by the FRC;
“UK Listing Authority” or “UKLA” means the Financial Conduct Authority;
“U.S.” or “United States” means the United States of America, its territories and possessions, any state of the United States and the District of
Columbia;
“US GAAP” means the accounting principles generally accepted in the United States;
“WTI” means West Texas Intermediate which is a grade of crude oil used as a benchmark in oil pricing;
“£” or “Pounds Sterling” or “Sterling” means British pound sterling and “pence” means British pence; and
“$” means United States dollars and “cents” means United States cents.
81
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Directors and General Information
DIRECTORS
Richard Horlick (Chair)
Karen McClellan
John Roche
Jeremy Thompson
Claire Whittet (retired 20 May 2025)
AUDIT COMMITTEE
John Roche (Chair)
Richard Horlick
Karen McClellan
Jeremy Thompson
Claire Whittet (retired 20 May 2025)
MANAGEMENT ENGAGEMENT
COMMITTEE
Karen McClellan (Chair 20 May 2025)
Richard Horlick
John Roche
Jeremy Thompson
Claire Whittet (retired 20 May 2025)
NOMINATION AND
REMUNERATION COMMITTEE
Jeremy Thompson (Chair)
Richard Horlick
Karen McClellan
John Roche
Claire Whittet (retired 20 May 2025)
INVESTMENT MANAGER
RIGL Holdings, LP
190 Elgin Avenue
George Town
Grand Cayman
KY1-9005
Cayman Islands
Website: www.RiverstoneREL.com
ISIN: GG00BSNRFW06
Ticker: RSE
DESIGNATED ADMINISTRATOR
AND COMPANY SECRETARY
Ocorian Administration (Guernsey) Limited
PO Box 286
Floor 2
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 4LY
Channel Islands
BOARD APPOINTED
SUB- ADMINISTRATOR
Petra Funds Group, LLC
(effective 22 August 2025)
520 Madison Avenue, 23rd Fl
New York, NY 10022
United States
REGISTERED OFFICE
PO Box 286
Floor 2
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 4LY
Channel Islands
REGISTRAR
MUFG Corporate Markets
51 Lime Street
London
EC3M 7DQ
United Kingdom
PRINCIPAL BANKER
Barclays Bank PLC
PO Box 41
Le Marchant House
Le Truchot
St Peter Port
Guernsey
GY1 3BE
Channel Islands
ENGLISH SOLICITORS
TO THE COMPANY
Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London
EC1A 2FG
United Kingdom
GUERNSEY ADVOCATES
TO THE COMPANY
Carey Olsen (Guernsey) LLP
Carey House
PO Box 98
Les Banques
St Peter Port
Guernesey
GY1 4BZ
Channel Islands
U.S. LEGAL ADVISORS
TO THE COMPANY
Vinson & Elkins LLP
1001 Fannin Street
Suite 2500
Houston, Texas
TX 77002
United States of America
INDEPENDENT AUDITOR
Ernst & Young LLP
PO Box 9, Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 4AF
Channel Islands
CORPORATE BROKER
Deutsche Numis Securities Limited
45 Gresham St
London
EC2V 7BF
United Kingdom
Riverstone Energy Limited – Annual Report and Financial Statements 2025
82
Swiss Supplement
ADDITIONAL INFORMATION FOR INVESTORS IN SWITZERLAND
This Swiss Supplement is supplemental to, forms part of and should be read in conjunction with
the Audited Financial Statements for the year ended 31 December 2025 for RIVERSTONE ENERGY
LIMITED (the “Fund”).
Effective from 20 July 2015, the Fund had appointed Société Générale as Swiss Representative and
Paying Agent. The current Prospectus, the Memorandum and Articles of Association and the annual
report of the Fund can be obtained free of charge from the representative in Switzerland, Société
Générale, Paris, Zurich Branch, Talacker 50, P.O. Box 5070, CH-8021 Zurich. The paying agent of the
Fund in Switzerland is Société Générale, Paris, Zurich Branch, Talacker 50, P.O. Box 5070, CH-8021
Zurich. The Company may offer Shares only to qualified investors in Switzerland. In respect of the
Shares distributed in and from Switzerland, the place of performance and jurisdiction is the registered
office of the Swiss Representative.
83
Riverstone Energy Limited – Annual Report and Financial Statements 2025
Cautionary Statement
The Board Chair’s Statement, the Investment Manager’s Report and the Report of the Directors have
been prepared solely to provide additional information for Shareholders to assess the Company’s
strategies and the potential for those strategies to succeed. These should not be relied on by any
other party or for any other purpose.
The Board Chair’s Statement, the Investment Manager’s Report and the Report of the Directors
may include statements that are, or may be deemed to be, “forward-looking statements”.
These forward-looking statements can be identified by the use of forward-looking terminology,
including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or
“should” or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements include all matters that are not historical facts. They appear in a
number of places throughout this document and include statements regarding the intentions, beliefs
or current expectations of the Directors and the Investment Adviser, concerning, amongst other things,
the investment objectives and investment policy, financing strategies, investment performance, results
of operations, financial condition, liquidity, prospects, and distribution policy of the Company and the
markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance.
The Company’s actual investment performance, results of operations, financial condition, liquidity,
distribution policy and the development of its financing strategies may differ materially from the
impression created by the forward-looking statements contained in this document.
Subject to their legal and regulatory obligations, the Directors and the Investment Manager expressly
disclaim any obligations to update or revise any forward-looking statement contained herein to reflect
any change in expectations with regard thereto or any change in events, conditions or circumstances
on which any statement is based.
Riverstone Energy Limited – Annual Report and Financial Statements 2025
84
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Riverstone Energy Limited
Annual Report and Financial Statements for the year ended 31December 2025
Riverstone
Energy
Limited
(LSE: RSE)
RIVERSTONE ENERGY LIMITED
PO Box 286, Floor 2, Trafalgar Court, Les Banques,
St Peter Port, Guernsey, GY1 4LY, Channel Islands.
T: 44 (0) 1481 742742
F: 44 (0) 1481 742698
Further information available online:
WWW.RIVERSTONEREL.COM